KLAQ SEC filings, in plain English

• SC 13G/A14 February 20230001104659-23-020675
• SC 13G/A14 February 20230000902664-23-001629
• SC 13G/A13 February 20230001076809-23-000025
• SC 13G/A10 February 20230001011438-23-000176
• SC 13G/A3 February 20230001319244-23-000027
• SC 13G/A31 January 20230001193125-23-020253
• 15-12G27 December 20220001104659-22-130026
• 8-K/A23 December 20220001104659-22-129710
• 8-K20 December 20220001104659-22-128691
• 25-NSE16 December 20220001354457-22-000737
• DEF 14A28 November 20220001104659-22-122495

  What changed: KL Acquisition Corp called a special meeting for December 16, 2022 at 9:00 a.m. Eastern to amend its charter, changing the original termination date from January 12, 2023 to a date determined by the board in its sole discretion but no later than December 30, 2022, so it can cease operations and redeem all outstanding public shares promptly thereafter. Redemption pays the trust amount including interest, net of taxes payable and up to $100,000 of interest for dissolution expenses, subject to Delaware requirements to provide for creditor claims. Why it matters: This is an early wind-up, not an extension: holders get their capital back roughly two to four weeks ahead of the contractual deadline and, critically, before the 1% excise tax on stock repurchases takes effect on January 1, 2023. Because the redemption covers all public shares rather than only those electing, no tender action is required to participate. The board retains discretion over the exact date within December, so holders should watch for the public announcement that fixes it.

• 10-Q21 November 20220001410578-22-003514
  What changed vs 2022-08-12trust $288.0M → $289.3M +0%
  trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours

  Trust account

  $288.0M→$289.3M

  SpacBrain reads this as $1,297,971 was added to the trust between the two filings.

  The clause “Total current assets ​ ​ 118,952 ​ ​ 849,993 ​ ​ ​ ​ ​ ​ ​ Cash and investments held in Trust Account ​ ​ 289,284,930 ​ ​ 287,569,685 Other non-current assets ​ ​ — ​ ​ 4,932 Total assets ​ $ 289,403,882 ​ $ 288,424,610 ​ ​ ​ ​ ​ ​ ​”…

  Combination deadline

  2023-01-12 · unchanged

  The clause …“about an Entity’s Ability to Continue as a Going Concern,” the Company has until January 12, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this”…

  Going-concern doubt

  stated · unchanged

  The clause …“not approved by the stockholders, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…

  Redeemable shares

  28.8M · unchanged

  The clause …“future events. Accordingly, as of September 30, 2022 and December 31, 2021, 28,750,000 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’”…

  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.

• PRE 14A16 November 20220001104659-22-119583
• NT 10-Q14 November 20220001104659-22-118760
• 10-Q12 August 20220001410578-22-002441
  What changed vs 2022-05-23trust $287.6M → $288.0M +0%
  trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours

  Trust account

  $287.6M→$288.0M

  SpacBrain reads this as $388,316 was added to the trust between the two filings.

  The clause “300,000 Total current assets ​ ​ 266,233 ​ ​ 849,993 ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account ​ ​ 287,986,959 ​ ​ 287,569,685 Other non-current assets ​ ​ — ​ ​ 4,932 Total assets ​ $ 288,253,192 ​ $ 288,424,610 ​ ​ ​ ​ ​ ​ ​”…

  Combination deadline

  2023-01-12 · unchanged

  The clause …“to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by January 12, 2023, then the Company will cease all operations except for the purpose of liquidating. Management has determined that the”…

  Going-concern doubt

  stated · unchanged

  The clause …“a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the”…

  Redeemable shares

  28.8M · unchanged

  The clause …“future events. Accordingly, as of June 30, 2022 and December 31, 2021, 28,750,000 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’”…

  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.

• SC 13G1 July 20220001062993-22-015707
• 10-Q23 May 20220001410578-22-001830
  What changed vs 2021-11-22trust $287.6M → $287.6M +0%going concern APPEARED
  trust account, going-concern doubt, combination deadline +12 moved · 2 with no prior record of ours

  Trust account

  $287.6M→$287.6M

  SpacBrain reads this as $35,034 was added to the trust between the two filings.

  The clause “300,000 Total current assets ​ ​ 468,977 ​ ​ 849,993 ​ ​ ​ ​ ​ ​ ​ Investments held in Trust Account ​ ​ 287,598,643 ​ ​ 287,569,685 Other non-current assets ​ ​ — ​ ​ 4,932 Total assets ​ $ 288,067,620 ​ $ 288,424,610 ​ ​ ​ ​ ​ ​ ​”…

  Going-concern doubt

  not stated→stated

  SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.

  The clause …“a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the”…

  Combination deadline

  not previously extracted→2023-01-12

  The clause …“be available to us on commercially acceptable terms, if at all. The Company has until January 12, 2023 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this”…

  Redeemable shares

  28.8M · unchanged

  The clause …“future events. Accordingly, as of March 31, 2022 and December 31, 2021, 28,750,000 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’”…

  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.

• NT 10-Q16 May 20220001104659-22-061312
• 10-K31 March 20220001410578-22-000780
  What changed vs 2021-03-31going concern APPEARED
  going-concern doubt, trust account, redeemable shares +31 moved · 5 with no prior record of ours

  Going-concern doubt

  not stated→stated

  SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.

  The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern, since we will cease all operations except for the purpose of liquidating if we are unable”…

  Trust account

  not previously extracted→$287.6M

  The clause “IPO ​ ​ — ​ ​ 408,197 Total current assets ​ ​ 849,993 ​ ​ 408,197 Investments held in Trust Account ​ ​ 287,569,685 ​ ​ — Other non-current assets ​ ​ 4,932 ​ ​ — Total assets ​ $ 288,424,610 ​ $ 408,197 ​ ​ ​ ​ ​ ​ ​ Liabilities,”…

  Redeemable shares

  not previously extracted→28.8M

  The clause …“subject to occurrence of uncertain future events. As of December 31, 2021, 28,750,000 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’”…

  Combination deadline

  2023-01-12 · unchanged

  The clause …“except for the purpose of liquidating if we are unable to complete an initial business combination by January 12, 2023; ● we may not be successful in retaining or recruiting required officers, key employees or directors following our”…

  Sponsor loans outstanding

  $251K · unchanged

  The clause …“the expenses of our initial public offering. As of January 12, 2021, we had borrowed $251,340 under such promissory note. These loans were non-interest bearing, unsecured and were due at the earlier of March 31, 2021 or the closing of”…

  Mandate language

  we intend to focus on industries that complement our managem… · unchanged

  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.

• SC 13G14 February 20220001193125-22-039666
• SC 13G14 February 20220001076809-22-000033
• SC 13G14 February 20220001104659-22-021153
• SC 13G/A14 February 20220001193125-22-039944
• SC 13G/A14 February 20220001104659-22-021119
• SC 13G11 February 20220000312069-22-000019
• SC 13G/A11 February 20220001140361-22-004871
• SC 13G/A4 February 20220001319244-22-000088
• SC 13G/A4 February 20220001193125-22-027585
• UPLOAD14 December 20210000000000-21-014949
• UPLOAD23 November 20210000000000-21-014179
• 8-K22 November 20210001104659-21-142483
• 10-Q22 November 20210001410578-21-000390
  What changed vs 2021-08-20trust $287.6M → $287.6M +0%shares 25.9M → 28.8M +11%
  trust account, redeemable shares2 moved

  Trust account

  $287.6M→$287.6M

  SpacBrain reads this as $3,701 was added to the trust between the two filings.

  The clause …“with IPO ​ ​ — ​ ​ 408,197 Total current assets ​ ​ 986,202 ​ ​ 408,197 Cash Held in Trust account ​ ​ 287,563,609 ​ ​ — Other non-current assets ​ ​ 80,548 ​ ​ — Total assets ​ $ 288,630,359 ​ $ 408,197 ​ ​ ​ ​ ​ ​ ​ Liabilities and”…

  Redeemable shares

  25.9M→28.8M

  SpacBrain reads this as 2,800,604 more shares carry a redemption right.

  The clause …“occurrence of uncertain future events. Accordingly, as of September 30, 2021, 28,750,000 shares of Class A common stock subject to possible redemption were presented at redemption value as temporary equity, outside of the stockholders’”…

  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.

• NT 10-Q16 November 20210001104659-21-139594
• 10-Q20 August 20210001104659-21-108185
  What changed vs 2021-05-24trust $287.5M → $287.6M +0%shares 26.4M → 25.9M -2%
  trust account, redeemable shares2 moved

  Trust account

  $287.5M→$287.6M

  SpacBrain reads this as $10,783 was added to the trust between the two filings.

  The clause …“IPO ​ ​ — ​ ​ 408,197 Total current assets ​ ​ 1,067,681 ​ ​ 408,197 Cash Held in Trust account ​ ​ 287,559,908 ​ ​ — Other non-current assets ​ ​ 156,164 ​ ​ — Total assets ​ $ 288,783,753 ​ $ 408,197 ​ ​ ​ ​ ​ ​ ​ Liabilities and”…

  Redeemable shares

  26.4M→25.9M

  SpacBrain reads this as 466,727 shares are no longer redeemable.

  The clause “$ 0.0001 par value; 200,000,000 shares authorized; 2,800,604 shares (excluding 25,949,396 shares subject to possible redemption) and 0 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively ​ 279 ​ — Class B”…

  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.

• NT 10-Q16 August 20210001104659-21-106317
• 10-Q24 May 20210001104659-21-071366
• NT 10-Q17 May 20210001104659-21-068079
• SC 13G2 April 20210001193125-21-104704
• 10-K31 March 20210001104659-21-044734

  What changed: FY2020 10-K for KL Acquisition Corp, a Delaware blank-check jointly founded with KL Sponsor LLC, an affiliate of alternative asset manager Kennedy Lewis, to buy a healthcare or life-sciences business - medical devices, diagnostics, tools and instrumentation. Pre-IPO stub: no cash at 31 December 2020 and a net loss of $71,932 in formation costs and franchise tax since 26 August 2020 inception. The IPO closed after year end and placed $287,500,000 in trust at $10.00 a unit ($281,750,000 of IPO proceeds plus $5,750,000 of private placement warrants). Deadline 12 January 2023. Why it matters: Nothing in this document contradicts anything else in it, and the post-year-end structure reconciles cleanly: 28,750,000 Class A and 7,187,500 Class B outstanding on 30 March 2021 is the standard quarter-of-float founder block on a $287.5m trust at $10.00 a unit. Class A and warrants began trading separately on Nasdaq as KLAQ and KLAQW on 1 March 2021. The trust figure describes the post-IPO position, not the 31 December 2020 balance sheet, and was recorded only in that form.

• SC 13G26 March 20210001140361-21-010314

The complete KLAQ filing history on EDGAR