NFIN SEC filings, in plain English
Everything Netfin Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 3 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: Q3 2020 10-Q with the going-concern position worsening while a deal is pending: cash and marketable securities held in Trust Account are $257,257,704 at September 30, 2020, but the operating bank account holds approximately $6,700 and the working capital deficit has widened to about $1.1 million, essentially all accrued legal fees due at the earlier of closing or liquidation. 23,829,895 Class A shares are subject to redemption at $10.17. The July 29, 2020 Business Combination Agreement is described: the target becomes a subsidiary of a Holdco to be renamed Triterras, Inc. Why it matters: Approximately $6,700 of cash against $257 million of trust is the sharpest illustration in this slice that trust money is not the company's money: the shell is functionally out of cash while holding a quarter of a billion dollars it cannot touch. Its legal fees are contingent on an outcome, so the deficit resolves at closing or at liquidation but not by trading. The trust and the $10.17 are September 30, 2020 figures and neither is a redemption price; nothing was written to a trust, floor, status or deadline field.
What changed vs 2020-07-31trust $257.2M → $257.3M +0%shares 23.9M → 23.8M -0%trust account, redeemable shares, going-concern doubt +12 moved · 2 with no prior record of ours
- Trust account
- $257.2M$257.3M
- Redeemable shares
- 23.9M23.8M
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to focus its search for targets in the f… · unchanged
SpacBrain reads this as $37,692 was added to the trust between the two filings.
The clause “Total current assets 42,836 791,351 Cash equivalents and marketable securities held in Trust Account 257,257,704 255,080,087 Total assets $ 257,300,540 $ 255,871,438 Liabilities and Shareholders’ Equity Current liabilities: Accounts”…
SpacBrain reads this as 45,075 shares are no longer redeemable.
The clause …“Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized, 23,829,895 and 23,959,607 shares subject to possible redemption at $10.17 and $10.08 per share at September 30, 2020 and December 31, 2019, respectively”…
The clause “ONSOLIDATED FINANCIAL STATEMENTS In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Updated (“ASU”) 2014-15, “Disclosure of”…
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: Netfin Acquisition Corp. issued definitive merger materials, marked Amendment No. 3 to its Schedule 14A, for an extraordinary general meeting at 9:00 a.m. Eastern time on November 10, 2020, held as a hybrid meeting with the physical location at White & Case LLP in New York. Under the Business Combination Agreement dated July 29, 2020 as amended August 28, 2020, Netfin Merger Sub merges into Netfin, which becomes a wholly owned subsidiary of Netfin Holdco, and Holdco acquires all the ordinary shares of Triterras Fintech Pte. Ltd from SSOL and IKON. Why it matters: The sellers take cash out at closing as well as stock: $60,000,000 in cash plus 51,622,419 Holdco Ordinary Shares, with up to a further 15,000,000 Holdco Ordinary Shares if Holdco meets certain financial or share price thresholds. Netfin's own holders simply exchange each ordinary share for one Holdco ordinary share, and their warrants are assumed by Holdco on identical terms, so the dilution comes entirely from what the sellers receive. Holdco's authorised capital is increased to 469,000,001 ordinary shares and 30,999,999 preference shares of US$0.0001 each.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- no earlier filing2021-07-29
SpacBrain reads this as the agreement may be terminated from 2021-07-29.
The clause …“to the Closing set forth in ARTICLE IX have not been satisfied or waived by July 29, 2021 (the “ Outside Date ”); provided , however , that the right to terminate this Agreement under this Section 10.1(b) shall not be available to a”…
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): Netfin furnishes as Exhibit 99.1 an updated investor presentation dated September 2020 that will be used with respect to the proposed business combination among Netfin Acquisition Corp, Netfin Holdco, Netfin Merger Sub and Triterras Fintech Pte. Ltd. The filing states the information is furnished and shall not be deemed filed for Section 18 purposes, is not incorporated by reference into the company's Securities Act or Exchange Act filings, and that the report is not an admission as to the materiality of anything in it. Why it matters: The deck is the substance and it is not in this report: the 8-K states only that an updated presentation exists and will be used. It also names the transaction structure — Netfin Holdco and Netfin Merger Sub as the acquiring vehicles — which is the shape a holder should expect the F-4 proxy statement/prospectus to describe. No terms, conditions, dates or figures are stated in the report itself.
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.