NAAC SEC filings, in plain English

• SC 13G/A14 February 20240001172661-24-001548
• SC 13G14 February 20230000902664-23-001692
• SC 13G/A14 February 20230001172661-23-001360
• SC 13G14 February 20230001076809-23-000123
• SC 13G/A13 February 20230000769993-23-000246
• 15-12G6 February 20230001104659-23-011163
• 25-NSE26 January 20230001354457-23-000048
• 8-K25 January 20230001104659-23-006399
• SC 13G/A25 January 20230000902664-23-000631
• DEFA14A19 January 20230001104659-23-004709
• 8-K19 January 20230001104659-23-004689
• DEF 14A20 December 20220001104659-22-128704
• PRE 14A6 December 20220001104659-22-124747
• 10-Q9 November 20220001410578-22-003070
  What changed vs 2022-08-11trust $380.2M → $382.0M +0%
  trust account, going-concern doubt, sponsor loans outstanding +11 moved · 3 with no prior record of ours

  Trust account

  $380.2M→$382.0M

  SpacBrain reads this as $1,855,063 was added to the trust between the two filings.

  The clause “1,965,836 Prepaid expenses – non-current ​ ​ — ​ ​ 34,003 Marketable securities held in Trust Account ​ 382,049,114 ​ 379,588,190 Total Assets ​ $ 382,607,066 ​ $ 381,588,029 ​ ​ ​ ​ ​ ​ ​ Liability and Shareholders’ Deficit ​ ​ ​ ​ ​ ​”…

  Going-concern doubt

  stated · unchanged

  The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business”…

  Sponsor loans outstanding

  $1.2M · unchanged

  The clause …“the consummation of the private placement not held in the Trust Account and borrowings of $ 1,199,994 under a promissory note issued August 6, 2021 (see Note 5). In connection with the Company’s assessment of going concern”…

  Redeemable shares

  38.0M · unchanged

  The clause …“value; 200,000,000 shares authorized; none issued and outstanding (excluding 37,950,000 shares subject to possible redemption) ​ — ​ — Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 9,487,500 shares issued”…

  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.

• 10-Q11 August 20220001410578-22-002221
  What changed vs 2022-05-12trust $379.6M → $380.2M +0%
  trust account, going-concern doubt, sponsor loans outstanding +11 moved · 3 with no prior record of ours

  Trust account

  $379.6M→$380.2M

  SpacBrain reads this as $574,103 was added to the trust between the two filings.

  The clause “1,965,836 Prepaid expenses – non-current ​ ​ — ​ ​ 34,003 Marketable securities held in Trust Account ​ 380,194,051 ​ 379,588,190 Total Assets ​ $ 381,015,133 ​ $ 381,588,029 ​ ​ ​ ​ ​ ​ ​ Liability and Shareholders' Deficit ​ ​ ​ ​ ​ ​”…

  Going-concern doubt

  stated · unchanged

  The clause “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business”…

  Sponsor loans outstanding

  $1.2M · unchanged

  The clause …“the consummation of the private placement not held in the Trust Account and borrowings of $ 1,199,994 under a promissory note issued August 6, 2021 (see Note 5). In connection with the Company’s assessment of going concern”…

  Redeemable shares

  38.0M · unchanged

  The clause …“value; 200,000,000 shares authorized; none issued and outstanding (excluding 37,950,000 shares subject to possible redemption) ​ — ​ — Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 9,487,500 shares issued”…

  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.

• 4251 July 20220001104659-22-076803
• 8-K1 July 20220001104659-22-076800
• 4251 June 20220001104659-22-066883
• 8-K1 June 20220001104659-22-066880
• 42517 May 20220001104659-22-062078
• 8-K17 May 20220001104659-22-062068
• 10-Q12 May 20220001410578-22-001373
  What changed vs 2021-11-22trust $379.6M → $379.6M +0%going concern APPEARED
  trust account, going-concern doubt, sponsor loans outstanding +12 moved · 2 with no prior record of ours

  Trust account

  $379.6M→$379.6M

  SpacBrain reads this as $41,468 was added to the trust between the two filings.

  The clause “1,965,836 Prepaid expenses – non-current ​ ​ — ​ ​ 34,003 Marketable securities held in Trust Account ​ 379,619,948 ​ 379,588,190 Total Assets ​ $ 380,813,343 ​ $ 381,588,029 ​ ​ ​ ​ ​ ​ ​ Liability and Shareholders' Equity ​ ​ ​ ​ ​ ​”…

  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 “14-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a business”…

  Sponsor loans outstanding

  $1.2M · unchanged

  The clause …“the consummation of the Private Placement not held in the Trust Account and borrowings of $ 1,199,994 under a promissory note issued August 6, 2021 (see note 5). In connection with the Company’s assessment of going concern”…

  Redeemable shares

  38.0M · unchanged

  The clause …“200,000,000 shares authorized; no shares issued and outstanding (excluding 37,950,000 shares subject to possible redemption) ​ — ​ — Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 9,487,500 shares issued”…

  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.

• 8-K3 May 20220001104659-22-055075
• 4253 May 20220001104659-22-055076
• 8-K25 April 20220001104659-22-049311
• 42525 April 20220001104659-22-049313
• 8-K21 April 20220001104659-22-048442
• 42521 April 20220001104659-22-048445
• 8-K20 April 20220001104659-22-047555
• 42520 April 20220001104659-22-047559
• DEFM14A19 April 20220001104659-22-047092

  What changed: North Atlantic Acquisition Corporation filed a proxy/prospectus for up to 162,001,250 common shares and 19,776,667 warrants of NAAC Holdco, Inc. following a domestication merger, for an in-person EGM on May 18, 2022 at 11:00 a.m. Eastern. Under the combination agreement dated December 16, 2021 with Belgacom International Carrier Services, each NAAC share is cancelled for one New Holdco share plus one third of a warrant, and New Holdco acquires the purchased shares from BICS for up to 115,512,500 shares. Why it matters: Issuing up to 115,512,500 shares to BICS out of 162,001,250 registered means the seller ends up with a clear majority, and the proxy states plainly that New Holdco will be a controlled company under Nasdaq rules. That exemption lets the board dispense with majority-independent directors and independent compensation and nominating committees, so public holders lose standard governance protections along with any influence over outcomes. Redemption at pro rata trust value is the alternative to accepting minority status in a Belgian carrier services business.

  minimum cash condition, pipe, outside datenothing moved · 3 with no prior record of ours

  Minimum cash condition

  no earlier filing→$200.0M

  SpacBrain reads this as the min-cash condition binds at $200,000,000.

  The clause …“the maximum number of shares that may be redeemed in order to meet the minimum cash condition of $200.0 million as delineated in the Business Combination Agreement. The $285.7 million comprises of 28,563,333 NAAC Class A Common”…

  PIPE

  no earlier filing→$107.5M

  The clause “1,698,750 shares of New Holdco Common Stock, for an aggregate purchase price of $107.5 million in the PIPE Financing. ​ xvi TABLE OF CONTENTS Q: What equity stake will NAAC’s current shareholders and the holders of the NAAC Founder Shares”…

  Outside date

  no earlier filing→2022-06-30

  SpacBrain reads this as the agreement may be terminated from 2022-06-30.

  The clause “9.1.2 by either SPAC or Seller if the Closing shall not have occurred prior to June 30, 2022 (the “ Outside Date ”); provided , however , that this Agreement may not be terminated under this Section 9.1.2 by or on behalf of any Party”…

  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.

• 4251 April 20220001104659-22-041232
• 8-K1 April 20220001104659-22-041230
• 8-K31 March 20220001104659-22-040338
• 42531 March 20220001104659-22-040339
• 42521 March 20220001104659-22-036194
• 42521 March 20220001104659-22-036171
• 8-K21 March 20220001104659-22-036170
• 10-K16 March 20220001410578-22-000385
  What changed vs 2021-03-31going concern APPEAREDsponsor loan $175K → $1.2M
  going-concern doubt, sponsor loans outstanding, trust account +32 moved · 4 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 …“statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a working capital deficiency, has incurred significant losses and needs to raise additional”…

  Sponsor loans outstanding

  $175K→$1.2M

  SpacBrain reads this as the sponsor has advanced $1,024,925 more.

  The clause …“the consummation of the Private Placement not held in the Trust Account and borrowings of $ 1,199,994 under a promissory note issued August 6, 2021 (see note 5). In connection with the Company’s assessment of going concern”…

  Trust account

  not previously extracted→$379.6M

  The clause …“375,453 Prepaid expenses - non-current ​ ​ 34,003 ​ ​ — Marketable securities held in Trust Account ​ 379,588,190 ​ — Total Assets ​ $ 381,588,029 ​ $ 375,453 ​ ​ ​ ​ ​ ​ ​ Liability and Shareholders' Equity ​ ​ ​ ​ ​ ​ Current”…

  Redeemable shares

  not previously extracted→38.0M

  The clause …“0 and 0 shares of Class A ordinary shares issued or outstanding, excluding 37,950,000 and 0 shares subject to possible redemption, respectively. Class B Ordinary Shares —The Company is authorized to issue 20,000,000 Class B ordinary”…

  Combination deadline

  2023-01-26 · unchanged

  The clause …“timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by January 26, 2023 (or such later date to”…

  Mandate language

  we intend to focus our search on companies in the consumer, … · 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.

• 8-K18 February 20220001104659-22-024937

The complete NAAC filing history on EDGAR