OEPW SEC filings, in plain English

• SC 13G/A14 February 20230001104659-23-020657
• SC 13G/A13 February 20230001104659-23-019709
• 15-12G20 December 20220001104659-22-128652
• 25-NSE8 December 20220001354457-22-000693
• 8-K1 December 20220001104659-22-123724
• 10-Q14 November 20220001104659-22-118377
  What changed vs 2022-08-15trust $345.2M → $346.3M +0%
  trust account, going-concern doubt, redeemable shares1 moved · 2 with no prior record of ours

  Trust account

  $345.2M→$346.3M

  SpacBrain reads this as $1,081,492 was added to the trust between the two filings.

  The clause …“701,102 ​ 908,774 Total current assets ​ ​ 992,660 ​ ​ 1,816,667 Investments held in Trust Account ​ ​ 346,289,593 ​ ​ 345,043,249 Total Assets ​ $ 347,282,253 ​ $ 346,859,916 ​ ​ ​ ​ ​ ​ ​ Liabilities, Class A Common Stock Subject to”…

  Going-concern doubt

  stated · unchanged

  The clause …“outside of the Trust Account. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to”…

  Redeemable shares

  34.5M · unchanged

  The clause …“of Initial Public Offering (including exercise of the over-allotment option), 34,500,000 shares of Class A common stock subject to possible redemption is 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.

• DEF 14A10 November 20220001104659-22-116625

  What changed: One Equity Partners Open Water I Corp. called a special meeting for December 1, 2022 at 10:00 a.m. Eastern Time at Kirkland & Ellis LLP, on an Early Termination Proposal changing the date by which it must consummate a Business Combination from January 26, 2023 to December 8, 2022, and a Redemption Limit Elimination Proposal, so the Company can wind up and redeem all Public Shares no later than December 30, 2022. Redemption pays the trust balance including interest not previously released for franchise and income taxes, less up to $100,000 of interest for dissolution expenses. Why it matters: A December 8, 2022 termination date is unusually specific and gets the redemption comfortably inside 2022, avoiding the 1% excise tax that applies to repurchases from January 1, 2023 — roughly ten cents a share at par. For OEPW holders this returns capital seven weeks early with the deduction limited to taxes and up to $100,000 of dissolution costs. Public warrants become worthless on the liquidation.

• 8-K28 October 20220001104659-22-112501
• DEFA14A28 October 20220001104659-22-112511
• PRE 14A28 October 20220001104659-22-112449
• 10-Q15 August 20220001104659-22-090903
  What changed vs 2022-05-16trust $345.1M → $345.2M +0%
  trust account, going-concern doubt, redeemable shares1 moved · 2 with no prior record of ours

  Trust account

  $345.1M→$345.2M

  SpacBrain reads this as $156,343 was added to the trust between the two filings.

  The clause …“​ ​ 17,871 ​ ​ — Total current assets ​ ​ 1,148,890 ​ ​ 1,816,667 Investments held in Trust Account ​ ​ 345,208,101 ​ ​ 345,043,249 Total Assets ​ $ 346,356,991 ​ $ 346,859,916 ​ ​ ​ ​ ​ ​ ​ Liabilities, Class A Common Stock Subject to”…

  Going-concern doubt

  stated · unchanged

  The clause …“outside of the Trust Account. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to”…

  Redeemable shares

  34.5M · unchanged

  The clause …“of Initial Public Offering (including exercise of the over-allotment option), 34,500,000 shares of Class A common stock subject to possible redemption is 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.

• 10-Q16 May 20220001104659-22-061282
  What changed vs 2021-11-15trust $345.0M → $345.1M +0%going concern APPEAREDshares 345.0M → 34.5M -90%
  trust account, going-concern doubt, redeemable shares3 moved

  Trust account

  $345.0M→$345.1M

  SpacBrain reads this as $17,083 was added to the trust between the two filings.

  The clause “885,883 ​ 908,774 Total current assets ​ ​ 1,419,572 ​ ​ 1,816,667 Investments held in Trust Account ​ ​ 345,051,758 ​ ​ 345,043,249 Total Assets ​ $ 346,471,330 ​ $ 346,859,916 ​ ​ ​ ​ ​ ​ ​ Liabilities, Class A Common Stock Subject to”…

  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 …“outside of the Trust Account. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to”…

  Redeemable shares

  345.0M→34.5M

  SpacBrain reads this as 310,500,000 shares are no longer redeemable.

  The clause …“of Initial Public Offering (including exercise of the over-allotment option), 34,500,000 shares of Class A common stock subject to possible redemption is 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.

• 10-K31 March 20220001104659-22-041006
• 10-Q/A1 March 20220001104659-22-028789
• SC 13G/A14 February 20220001193125-22-037780
• SC 13G/A14 February 20220001104659-22-021118
• SC 13G11 February 20220001104659-22-020555
• 8-K31 January 20220001104659-22-009285
• 10-Q15 November 20210001104659-21-139268
  What changed vs 2021-08-16trust $345.0M → $345.0M +0%shares 31.3M → 345.0M +1001%
  trust account, redeemable shares2 moved

  Trust account

  $345.0M→$345.0M

  SpacBrain reads this as $7,374 was added to the trust between the two filings.

  The clause …“​ ​ 1,942,759 ​ ​ 54,640 Deferred offering costs ​ — ​ 326,573 Investments held in Trust Account ​ ​ 345,034,675 ​ ​ — Total Assets ​ $ 346,977,434 ​ $ 381,213 ​ ​ ​ ​ ​ ​ ​ Liabilities, Class A Common Stock Subject to Possible”…

  Redeemable shares

  31.3M→345.0M

  SpacBrain reads this as 313,661,008 more shares carry a redemption right.

  The clause …“of Initial Public Offering (including exercise of the over-allotment option), 345,000,000 shares of Class A common stock subject to possible redemption is 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.

• 10-Q16 August 20210001104659-21-105502
  What changed vs 2021-06-22trust $345.0M → $345.0M +0%shares 31.7M → 31.3M -1%
  trust account, redeemable shares2 moved

  Trust account

  $345.0M→$345.0M

  SpacBrain reads this as $7,941 was added to the trust between the two filings.

  The clause …“​ ​ 2,069,960 ​ ​ 54,640 Deferred offering costs ​ — ​ 326,573 Investments held in Trust Account ​ ​ 345,027,301 ​ ​ — Total Assets ​ $ 347,097,261 ​ $ 381,213 ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders’ Equity: ​ ​ Current”…

  Redeemable shares

  31.7M→31.3M

  SpacBrain reads this as 385,520 shares are no longer redeemable.

  The clause …“​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A common stock, $ 0.0001 par value; 31,338,992 and 0 shares subject to possible redemption at $ 10.00 per share as of June 30, 2021 and December 31, 2020, respectively ​ ​ 313,389,920 ​ ​ — ​ ​”…

  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-Q22 June 20210001104659-21-084129
• 8-K4 June 20210001104659-21-077088
• 8-K20 May 20210001104659-21-069979
• NT 10-Q18 May 20210001104659-21-068857
• 8-K12 March 20210001104659-21-035299
• SC 13G1 March 20210001193125-21-061380
• SC 13G12 February 20210001104659-21-022062
• 8-K1 February 20210001104659-21-010275
• 326 January 20210001104659-21-007683
• 8-K26 January 20210001104659-21-007711
• 424B425 January 20210001104659-21-006909

  What changed: IPO pricing prospectus (424B4) for One Equity Partners Open Water I Corp.: $300,000,000 of 30,000,000 units at $10.00, each unit one share of Class A common stock and one-third of one warrant exercisable for one share at $11.50; only whole warrants are exercisable. $300,000,000 ($10.00 per unit), or $345,000,000 on full overallotment, goes into a U.S. trust account. The search focus is technology, healthcare and specialty industrials. Deferred underwriting is $0.35 per unit ($10,500,000; $12,075,000). Proposed Nasdaq symbols OEPW.U / OEPW / OEPWW. Why it matters: The extension route and its threshold survive to pricing: if a business combination is not completed within the 24-month period the company may seek a charter amendment to extend, requiring approval by holders of 65% of outstanding common stock. Two warrant call regimes are stated, at $10.00 and at $18.00 per Class A share, adjusting to 100% and 180% of the higher of the Market Value and the Newly Issued Price, exercisable from the later of 30 days after the business combination and 12 months from closing while an effective registration statement covering issuance of the shares is available.

• 321 January 20210001104659-21-006404
• 321 January 20210001104659-21-006421
• 321 January 20210001104659-21-006424
• 321 January 20210001104659-21-006423
• 321 January 20210001104659-21-006420
• 321 January 20210001104659-21-006419
• 321 January 20210001104659-21-006418
• 321 January 20210001104659-21-006415
• 321 January 20210001104659-21-006413

The complete OEPW filing history on EDGAR