JFK SEC filings, in plain English
Everything 8i Enterprises Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 17 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Item 5.07: At 8i Enterprises' special meeting held by teleconference on September 15, 2020, shareholders adopted the Reincorporation Merger Proposal (5,862,104 for, 173,561 against, 400 abstaining) and the Share Exchange Agreement as amended through the Fourth Amendment (5,502,013 for, 533,652 against, 400 abstaining). Of 7,427,500 ordinary shares outstanding on the February 20, 2020 record date, 6,036,065 were voted. The filing states holders of 3,423,625 ordinary shares elected to have their shares redeemed for cash. Why it matters: Both approvals for the Diginex transaction are now on the record, and so is the redemption count: 3,423,625 shares tendered against 7,427,500 shares outstanding on the record date, a figure that includes founder shares. Note the document's own description of the consideration is internally garbled — 'the issuance by Sellers of an aggregate of $25,000,000 Singapore NewCo Ordinary Shares' names the wrong issuer and states a dollar amount as a share count, so it is reported here as written and not relied on.
What changed: FY2020 10-K (July 31 year end) with substantial doubt stated by the auditor: the company must consummate a combination before October 1, 2020 or begin an automatic winding up unless shareholders consent to extend. Ordinary shares subject to possible redemption fell to 4,984,906 at $49,849,060 from 5,069,297 at $50,692,965. Net loss was $843,899 on $1,352,149 of costs against $508,250 of trust interest. Liquidity has come from $2,217,601 advanced by a Sponsor affiliate, and a $387,500 payable to Diginex - the counterparty to the July 9, 2019 share exchange - sits in current liabilities. Why it matters: The shell is being financed by the sponsor's affiliate and, in part, by the target itself, with extension deposits taken as notes that are NOT repaid if no combination closes. A typo worth a human's eye: the risk factor requires net tangible assets 'of no less than $5,000,0001', an extra digit on the $5,000,001 threshold that recurs throughout SPAC documents. Detect-only: the October 1 / September 30, 2020 dates and the $10.00 carrying value were not written to any deadline, trust or floor field.
What changed vs 2019-09-19trust $57.6M → $59.2M +3%deadline 2020-10-04 → 2020-10-01shares 5.07M → 4.98M -2%trust account, combination deadline, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $57.6M$59.2M
- Combination deadline
- 2020-10-042020-10-01
- Redeemable shares
- 5.07M4.98M
- Going-concern doubt
- stated · unchanged
- Mandate language
- we intend to focus on targets located in Asia.… · unchanged
SpacBrain reads this as $1,658,223 was added to the trust between the two filings.
The clause “218,611 Prepaid expenses 72,879 33,333 Total current assets 78,261 251,944 Cash held in Trust Account 59,246,412 57,588,189 Total Assets $ 59,324,673 $ 57,840,133 Liabilities and Shareholders’ Equity Accounts payable and accrued expenses”…
SpacBrain reads this as 3 days earlier than the previous record.
The clause …“will expire and will be worthless. If the Company is not able to consummate a Business Combination before October 1, 2020, the Company will commence an automatic winding up, dissolution and liquidation unless the Company seeks and”…
SpacBrain reads this as 84,391 shares are no longer redeemable.
The clause …“no par value; unlimited shares authorized; 2,442,594 shares (excluding 4,984,906 shares subject to possible redemption) and 2,358,203 shares (excluding 5,069,297 shares subject to possible redemption) issued and outstanding at”…
The clause …“accounting principles generally accepted in the United States of America. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming the Company”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Item 7.01 (Regulation FD): 8i Enterprises reports that it retained and compensated Fundamental Research Corp. to prepare a research report on the company and Diginex Ltd., and furnishes that report as Exhibit 99.1, dated September 10, 2020. The filing states the information is furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. No other item is reported. Why it matters: The second commissioned research report this SPAC has furnished in a week — Diamond Equity Research on September 4, 2020, Fundamental Research Corp. here — each disclosed in the 8-K as retained AND PAID FOR by 8i Enterprises. A reader who meets either report away from EDGAR would not know that; these filings are where the sponsorship is on the record. Nothing about deal terms, the trust or the meeting changes.
What changed: Items 1.01 and 2.03: On September 4, 2020 8i Enterprises issued an unsecured promissory note of $280,000 to 8i Enterprises Pte Ltd, an entity controlled by its Chairman and CEO. The note bears no interest, matures on the closing of a business combination, and is convertible into units at a stated $10.00 per share, each unit being one ordinary share, one redeemable warrant and one right to one-tenth of an ordinary share. If no business combination closes, the filing states the note will not be repaid. Item 8.01 furnishes dial-in details for the September 15, 2020 special meeting. Why it matters: A related-party working-capital loan from the CEO's own entity, convertible into the same unit package public holders bought, days before the shareholder meeting. Two features are worth a holder's attention as stated: the note is non-recourse to the trust in substance — it is simply not repaid if no deal closes — and conversion would add shares, warrants and rights at $10.00 without any cash coming in at that point.
What changed: Item 7.01 (Regulation FD): 8i Enterprises reports that on September 8, 2020 Diginex issued a press release announcing it had successfully completed a US$20 million capital raise, and furnishes that press release as Exhibit 99.1. The filing states the information is furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. No other item is reported and the body of the document is under 1,100 characters. Why it matters: Capital raised at the TARGET before closing, not at the SPAC: the $20 million is Diginex's, and this 8-K states only that the raise was announced, with no terms, instrument, investors or use of proceeds given in the report itself. Those would sit in the exhibit. It bears on the share exchange because target-level financing changes what the combined company brings to closing.
What changed: Item 7.01 (Regulation FD): 8i Enterprises reports that it retained and compensated Diamond Equity Research to prepare a research report on Diginex Ltd., and furnishes that report as Exhibit 99.1, dated September 2, 2020. The filing states the information is furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. No other item is reported and the document runs to under 1,000 characters of body text. Why it matters: The disclosure that matters is the one the SPAC makes about itself: the research report on its own merger target was commissioned and PAID FOR by 8i Enterprises. A reader who encounters the Diginex research report elsewhere would not necessarily know that; this 8-K is where the sponsorship is stated. Nothing about deal terms, timing or the trust changes here.
What changed: Item 5.02: 8i Enterprises reports it was advised that Diginex Limited, its counterparty under the Fourth Amended Share Exchange Agreement, received resignations from Diginex directors Kin Wa Pun and Rachid Baouzouba effective July 31, 2020 and from Chairman Miles Pelham effective August 4, 2020; the Diginex board accepted all three on August 5, 2020. The filing notes Mr. Pelham's resignation and Chi-Won Yoon's appointment as new Chairman were already announced on August 6, 2020. Item 7.01 furnishes an updated Diginex investor presentation as Exhibit 99.1. Why it matters: The board changes are at the TARGET, not at the SPAC: JFK is reporting a governance change at Diginex under Item 5.02 because the share exchange agreement makes it disclosable. Three departures including the chairman, in the weeks before a share exchange, are the kind of continuity question a holder voting on the transaction would want answered by the proxy. The presentation is furnished, not filed, and updates the deck first furnished on October 21, 2019.
What changed: Item 7.01: on August 6, 2020 Diginex and JFK each issued a press release announcing the appointment of Chi-Won Yoon as Chairman of the Board of Diginex. Both are furnished as Exhibits 99.1 and 99.2 and are expressly not deemed filed for Section 18 purposes. The report states nothing else — no deal terms, meeting date, redemption window or trust figure. Why it matters: A promotion at the target rather than a new hire: JFK reported on April 2, 2020 that Yoon had joined Diginex as Chairman of Asia, and this report has him becoming Chairman of the Board. It changes no deal term and no date, and its substance is in the furnished exhibits, which were not read for this summary. Relevant only as a read on the board the combined company would inherit.
What changed: Item 3.01: on August 5, 2020 8i Enterprises Acquisition Corp received a letter from Nasdaq stating that it no longer complies with the continued listing rules because it had not held an annual meeting within 12 months of its fiscal year end, as Rule 5620(a) requires. Under Rule 5810(c)(2)(G) the Company has 45 calendar days to submit a plan to regain compliance, and if Nasdaq accepts the plan it may grant an exception of up to 180 calendar days from fiscal year end, or until January 27, 2021. The Company says it plans to submit a plan within the period. Why it matters: A listing deficiency at a SPAC whose shareholder meeting has been adjourned twice — to June 15 and then September 15, 2020 — and whose completion deadline runs to September 30, 2020. The two are the same problem seen from different sides: the meetings that keep being postponed are also the annual meeting the rule requires. January 27, 2021 is the outer limit of a discretionary exception Nasdaq has not yet granted, not a granted deadline; the only firm date here is the 45-day plan window.
What changed: Items 1.01/2.03: on August 3, 2020 8i Enterprises Acquisition Corp issued an unsecured promissory note of up to $50,000 to 8i Enterprises Pte Ltd, an entity controlled by the Company's Chairman and Chief Executive Officer. The note bears no interest and matures on closing of a business combination, and is convertible at closing into units — one ordinary share, one redeemable warrant and one right to one-tenth of a share — at $10.00 per share. The report states the note will not be repaid if the Company does not close a business combination. The note is Exhibit 10.1. Why it matters: The third sponsor working-capital note in as many months, after $132,000 on July 24 and $16,000 on May 11, 2020, and again not a trust deposit — it adds nothing to what a redeeming holder receives. The pattern is the readable fact: small, repeated advances on non-repayable terms are what a sponsor funds when a deal has slipped and the operating budget is being topped up between milestones. The report states no deadline, trust figure or deal term.
What changed: Item 7.01: on July 30, 2020 Diginex and JFK each issued a press release announcing the launch of Diginex's digital asset exchange, EUOS.io. Both are furnished as Exhibits 99.1 and 99.2 and are expressly not deemed filed for Section 18 purposes. The report states nothing about the pending business combination — no terms, meeting date, redemption window or trust figure — beyond the fact of the launch announcement. Why it matters: Target-side product news furnished while JFK's shareholder meeting stood adjourned to September 15, 2020; it changes no deal term and no date. Anything about EUOS.io beyond the launch itself would come from the exhibits, which were not read for this summary. Note the signature is dated July 30, 2020 although the report was filed on July 31, 2020.
What changed: Items 1.01/2.03: on July 24, 2020 8i Enterprises Acquisition Corp issued an unsecured promissory note of up to $132,000 to 8i Enterprises Pte Ltd, an entity controlled by the Company's Chairman and Chief Executive Officer. The note bears no interest and matures on closing of a business combination, and is convertible at closing into units — one ordinary share, one redeemable warrant and one right to one-tenth of a share — at $10.00 per share. The report states that if the Company does not close a business combination the note will not be repaid. The note is Exhibit 10.1. Why it matters: Another sponsor working-capital advance while the Diginex meeting stood adjourned to September 15, 2020 — not a trust deposit, so it does not add to what a redeeming holder receives. The repayment language here is the harsher of the two forms JFK has used: the note simply will not be repaid if no combination closes, rather than being recoverable from funds outside the trust. Conversion at $10.00 into IPO-equivalent units means the sponsor takes dilution instead of cash if the deal completes.
What changed: Item 7.01: JFK furnished two press releases — one issued by Diginex on July 16, 2020 and one by JFK on July 21, 2020 — announcing Diginex's implementation of Itiviti's Tbricks automated solution to launch Diginex Access, a multi-venue front-to-back trading, portfolio and risk management platform for digital assets and their derivatives. Both are furnished as Exhibits 99.1 and 99.2 and are expressly not deemed filed for Section 18 purposes. The report states nothing about the pending business combination. Why it matters: Target-side product news furnished during the pending combination; it changes no deal term, meeting date or redemption window. Any characterisation of Diginex Access beyond the launch itself would come from the exhibits, which were not read for this summary. Worth noting only as evidence that Diginex was continuing to announce product milestones while JFK's shareholder meeting stood adjourned to September 15, 2020.
What changed: This 424B3 is a business-combination proxy statement and prospectus, not an IPO document: JFK's shareholders are being asked to approve the acquisition of Diginex, a digital-asset financial technology business, through a Singapore holding company. It restates what the JFK units are - one ordinary share, one warrant for ONE-HALF of an ordinary share at $11.50 per whole share, and one right to one-tenth of a share on closing - and records that JFK's units began trading on Nasdaq on 2 April 2019. Why it matters: It is the running record of a deadline being bought, twice. JFK started with 12 months from its IPO. It then extended from 1 April 2020 to 30 June 2020 by paying $575,000 of working capital into the Wilmington Trust account, and on 24 June 2020 extended again to 30 September 2020 - the Second Extension Deadline - with another $575,000, having twice adjourned the shareholder meeting. The document also states the liquidation outcome in dollars: if the combination is not completed within 15 months (or 18), public shareholders receive USD $10.00 per share and the rights expire worthless.
What changed: Items 1.01/2.03/7.01: on June 24, 2020 JFK and the Diginex parties signed a fourth amendment to the Share Exchange Agreement extending the outside closing date to September 28, 2020 and requiring the special meeting to be held no later than September 15, 2020, with the parties sharing the $575,000 of extension fees payable to the trust. The same day JFK issued promissory notes of $287,500 each to 8i Enterprises Pte Ltd and to Diginex Limited, and those funds were deposited into the trust to extend the completion period three months, from July 1, 2020 to September 30, 2020. Why it matters: The extension is funded and effected: $575,000 into the trust, split equally between the sponsor affiliate and the target, taking the completion date to September 30, 2020 against a September 28, 2020 outside closing date and a September 15, 2020 meeting deadline. Both notes are interest-free and payable five business days after a business combination completes, so neither is repaid if the deal fails. The target paying half the extension fee is the notable term — Diginex is now funding JFK's clock.
What changed: Items 5.07/7.01: at the special meeting reconvened by teleconference on June 15, 2020, JFK shareholders again voted on a single proposal — to adjourn the meeting to September 15, 2020 — and passed it 5,935,630 for, 172,152 against, 400 abstaining. Of the 7,427,500 ordinary shares outstanding on the February 20, 2020 record date, 1,677,500 were held by initial shareholders committed to vote in favour; 6,108,182 shares were voted. The report states shareholders may redeem up to two business days before the adjourned date, or September 11, 2020. Why it matters: A second adjournment rather than a vote: the Diginex business combination has still not been put to shareholders, and the meeting now moves another three months out to September 15, 2020. The operative date for a holder is stated in the report — redemptions run to September 11, 2020. Note that JFK's own extension deposit reported in March covered the period only to June 30, 2020, so this adjournment implies further extension steps that this report does not describe.
What changed: 10-Q for the quarter ended April 30, 2020, going concern repeated. Cash held in Trust Account was $58,670,439 at April 30, 2020 against $57,588,189 at July 31, 2019, while operating cash collapsed to $3,965 from $218,611 and amounts due to related parties rose to $1,455,000; a $100,000 payable 'Due to Diginex' - the counterparty - also appears. The deadline described is now June 30, 2020, 15 months from the IPO, extendable by three months to October 1, 2020 if $575,000 ($0.10 per IPO share) is deposited. Net loss $229,263 for the quarter. Why it matters: The January 31, 2020 10-Q described the same clock as April 1, 2020 extendable to October 1; this one describes June 30, 2020 extendable to October 1, so the intermediate extension has already been taken and the two documents are not directly comparable on the deadline - detect only, nothing written. With $3,965 of cash the company is entirely dependent on related-party funding, and the further extension is a payment someone must elect to make. The $58,670,439 is an April 30, 2020 balance, not a redemption price. Cover 7,427,500 reconciles to 5,037,432 + 2,390,068.
What changed vs 2020-03-11trust $58.0M → $58.7M +1%deadline 2020-04-01 → 2020-10-01shares 5.06M → 5.04M -0%trust account, combination deadline, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $58.0M$58.7M
- Combination deadline
- 2020-04-012020-10-01
- Redeemable shares
- 5.06M5.04M
- Going-concern doubt
- stated · unchanged
- Mandate language
- we intend to focus our search on target businesses being ope… · unchanged
SpacBrain reads this as $655,312 was added to the trust between the two filings.
The clause “218,611 Prepaid expenses 47,082 33,333 Total current assets 51,047 251,944 Cash held in Trust Account 58,670,439 57,588,189 Total Assets $ 58,721,486 $ 57,840,133 Liabilities and Shareholders’ Equity Accounts payable and accrued expenses”…
SpacBrain reads this as 183 days later than the previous record.
The clause …“time to consummate a business combination by an additional three months until October 1, 2020 (which would be a total of up to 18 months after the closing of the IPO to complete a business combination). Pursuant to the terms of our”…
SpacBrain reads this as 22,926 shares are no longer redeemable.
The clause …“no par value; unlimited shares authorized; 2,390,068 shares (excluding 5,037,432 shares subject to possible redemption) and 2,358,203 shares (excluding 5,069,297 shares subject to possible redemption) issued and outstanding at”…
The clause …“to otherwise extend the life of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.