ORSN SEC filings, in plain English
Everything Orisun Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 10 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: VOTE RESULTS, filed as additional proxy material: Orisun held its special meeting on 16 Nov 2020 and approved the Ucommune transaction. Of 5,783,235 shares entitled to vote at the 7 Oct 2020 record date, 4,376,688 (75.68%) were voted; the Reincorporation Merger and the Acquisition Merger each passed 4,326,688 for to 50,000 against, and the 2020 Equity Incentive Plan passed on the same numbers. The filing also discloses Backstop Agreements under which PubCo will register the resale of PIPE Shares, and the sponsor's rename from Everstone Investments LLC to EverGlory Investments LLC. Why it matters: This is the moment the redemption window for the deal closes and the outcome becomes fact rather than proposal: holders who did not act are now in the combined company. Under the structure Orisun reincorporates by merging into PubCo (Cayman) while Everstone International Ltd merges into Ucommune, leaving Ucommune a wholly-owned subsidiary — so the surviving listed issuer is PubCo, not Orisun. The Backstop Agreements are the redemption shock-absorber: PIPE Shares issued under Section 4(a)(2), Regulation D and Regulation S, with resale registration promised after closing.
What changed: Third quarter 2020 10-Q for a 2019-vintage shell. Marketable securities held in trust were $45,229,740 at September 30, 2020, against $44,694,457 at December 31, 2019, lifted by sponsor extension deposits of $444,002 per three-month extension. Cash outside trust collapsed to $55,037 from $336,270 and the working capital deficit was $181,099. Convertible promissory notes of $422,001 plus $222,001 from a related party were outstanding, with $305,401 accrued expenses and $1,332,010 deferred underwriting. Redeemable shares fell to 3,736,581 from 3,831,138, carried at $38,017,486. Why it matters: Substantial doubt about going concern is disclosed and tied explicitly to February 6, 2021, the final extended date by which the company must cease operations if no business combination closes. With $55,037 of cash the shell is entirely dependent on insider and third-party lending: it drew a $200,000 note from an unrelated third party on August 17, 2020 convertible into IPO-identical units at $10.00, which dilutes public holders if a deal closes. About $385,000 of trust was interest available for taxes, and $75,756 of interest had already been withdrawn through September 30, 2020.
What changed vs 2020-08-13trust $44.8M → $45.2M +1%deadline 2020-11-06 → 2021-02-06sponsor loan $225K → $422Kshares 3.82M → 3.74M -2%trust account, combination deadline, sponsor loans outstanding +34 moved · 2 with no prior record of ours
- Trust account
- $44.8M$45.2M
- Combination deadline
- 2020-11-062021-02-06
- Sponsor loans outstanding
- $225K$422K
- Redeemable shares
- 3.82M3.74M
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to focus its search on companies in and … · unchanged
SpacBrain reads this as $425,512 was added to the trust between the two filings.
The clause …“14,125 42,917 Total Current Assets 69,162 379,187 Marketable securities held in Trust Account 45,229,740 44,694,457 Total Assets $ 45,298,902 $ 45,073,644 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accrued expenses $”…
SpacBrain reads this as 92 days later than the previous record.
The clause …“it has available to complete a Business Combination from November 6, 2020 to February 6, 2021. The Note is non-interest bearing and due upon the consummation of a Business Combination. In addition, the Note may be converted at the”…
SpacBrain reads this as the sponsor has advanced $197,001 more.
The clause …“depositing such amount into the Company’s Trust Account (see below). Total outstanding amounts under the convertible promissory notes amounted to $422,001 as of September 30, 2020. Related Party Loans In addition, in order to finance”…
SpacBrain reads this as 80,983 shares are no longer redeemable.
The clause …“authorized; 2,046,654 and 1,952,097 shares issued and outstanding (excluding 3,736,581 and 3,831,138 shares subject to possible redemption) as of September 30, 2020 and December 31, 2019, respectively 20 20 Additional paid in capital”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through February 6, 2021, the date that the Company will be required to cease all”…
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: Orisun Acquisition Corp. issued definitive merger materials, dated November 5, 2020 and first mailed the same day, for a special meeting at 10:00 a.m. Eastern time on November 16, 2020 held by teleconference. Under the merger agreement dated June 29, 2020 the combination runs in two steps: Orisun reincorporates by merging into Ucommune International Ltd, a Cayman company that becomes PubCo, and concurrently Everstone International Ltd merges into Ucommune Group Holdings Limited. Consideration is $700,000,000, paid as 70,000,000 PubCo ordinary shares valued at $10.00 each. Why it matters: Voting control moves with the share class rather than the count: PubCo Class B ordinary shares carry fifteen votes each against one for Class A, and Ucommune's former shareholders receive 53,358,932 Class A and 9,452,407 Class B shares, of which 3,140,567 sit in escrow against indemnification claims. A further 7,188,661 Class A shares are reserved for the 2020 incentive plan. The earn-outs are dual-triggered — 2,000,000 shares on a $16.50 VWAP before December 31, 2022 or FY2020 revenue above RMB850,000,000, then 1,000,000 more on a $22.75 VWAP before December 31, 2023.
What changed: Items 1.01, 3.02 and 8.01: Orisun reports that on August 18, 2020 it, PubCo (Ucommune International Ltd) and Ucommune entered backstop agreements with 14 investors, who agreed to invest no less than $53 million either by buying Orisun common stock in the open market or privately before closing at prevailing prices, or by buying newly issued PubCo Class A ordinary shares at closing at $10.10 per share. PubCo agreed to file a resale registration statement for those PIPE shares and granted piggyback rights. A press release was issued August 24, 2020. Why it matters: Backstop capital is the mechanism by which this deal addresses redemptions: the investors' commitment can be satisfied by open-market purchases as well as new PIPE shares, so the $53 million is not necessarily new cash into the surviving company. The $10.10 PIPE price is the price stated for newly issued PubCo shares under these agreements. The filing states the shares would be issued in reliance on Section 4(a)(2), Regulation D and/or Regulation S.
What changed: Orisun Acquisition Corp. filed a preliminary proxy statement/prospectus for a special meeting on the merger agreement dated June 29, 2020 with Ucommune Group Holdings Limited. The combination runs in two steps: Orisun reincorporates by merging into Ucommune International Ltd, a Cayman Islands company that remains the surviving public entity, and concurrently Everstone International Ltd merges into Ucommune, making it a wholly owned subsidiary of PubCo. Consideration for the acquisition merger is $700,000,000, payable as 70,000,000 newly issued PubCo Ordinary Shares valued at $10.00 per share. Why it matters: The share classes are not equal: each PubCo Class A Ordinary Share carries one vote and each Class B fifteen, and Ucommune's former shareholders receive 53,358,932 Class A and 9,452,407 Class B shares, so their Class B block votes as if it were fifteen times its size. Of the consideration, 3,140,567 PubCo Ordinary Shares are held in escrow against indemnification claims and 7,188,661 Class A shares are reserved under the 2020 Plan. An earn-out of 2,000,000 Class A shares turns on a $16.50 VWAP in twenty of thirty trading days before December 31, 2022, or 2020 revenue above RMB850,000,000.
What changed: Q2 2020 10-Q. Marketable securities held in the Trust Account were $44,804,228 at June 30, 2020, of which about $404,000 is interest; $62,559 has been withdrawn to date ($12,500 trustee fees, $40,545 franchise taxes). 3,817,564 shares are subject to possible redemption at $38,495,645, and operating cash is $83,829. Substantial doubt is stated through November 6, 2020 - not the August 6, 2020 charter date - because on July 28, 2020 the company issued two $222,001 notes, to the Sponsor and to Ucommune, who each deposited that amount to fund the $444,002 extension. Why it matters: The two dates in this document are both correct and mean different things: August 6, 2020 is the charter deadline the extension answered, November 6, 2020 is the extended date the going-concern note uses, and the June 30 trust balance predates the $444,002 deposit that bought it. A reader taking the trust figure and the November date from the same page would be combining a balance-sheet fact with a post-period one. Note also that half the extension money came from Ucommune, the counterparty side, not the sponsor alone. Nothing was written to a deadline, trust or status field.
What changed vs 2020-05-15trust $44.8M → $44.8M +0%deadline 2020-08-06 → 2020-11-06shares 3.83M → 3.82M -0%trust account, combination deadline, redeemable shares +33 moved · 3 with no prior record of ours
- Trust account
- $44.8M$44.8M
- Combination deadline
- 2020-08-062020-11-06
- Redeemable shares
- 3.83M3.82M
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $225K · unchanged
- Mandate language
- the Company intends to focus its search on companies in and … · unchanged
SpacBrain reads this as $12,439 was added to the trust between the two filings.
The clause …“35,562 42,917 Total Current Assets 119,391 379,187 Marketable securities held in Trust Account 44,804,228 44,694,457 Total Assets $ 44,923,619 $ 45,073,644 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accrued expenses $”…
SpacBrain reads this as 92 days later than the previous record.
The clause …“we have available to complete a Business Combination from August 6, 2020 to November 6, 2020. The Notes are non-interest bearing and due upon the consummation of a Business Combination. In addition, the Notes may be converted at the”…
SpacBrain reads this as 9,762 shares are no longer redeemable.
The clause …“authorized;1,965,671 and 1,952,097 shares issued and outstanding (excluding 3,817,564 and 3,831,138 shares subject to possible redemption) as of June 30, 2020 and December 31, 2019, respectively 20 20 Additional paid in capital”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through November 6, 2020, the date that the Company will be required to cease all”…
The clause …“Company may borrow up to an aggregate principal amount of $300,000, of which $225,000 was outstanding under the Promissory Note as of June 30, 2019. The Promissory Note is non-interest bearing and due on the earlier of the consummation”…
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: Items 1.01/2.03/8.01: on July 28, 2020 Orisun Acquisition Corp. issued two unsecured promissory notes of $222,001 each — an aggregate of $444,002 — to Everstone Investments LLC and to Ucommune Group Holdings Limited, in exchange for each depositing that amount into the trust account to extend the time available to complete a business combination. The notes bear no interest and mature on closing of a business combination, and the holders may convert them into units identical to the IPO units at $10.00 per unit. A press release dated August 3, 2020 is Exhibit 99.1. Why it matters: The extension is funded half by a sponsor-side entity and half by Ucommune, the target Orisun agreed to buy on June 29, 2020 — so the counterparty to the merger is paying to keep the SPAC's clock running, the same structure JFK used with Diginex. The money goes into the trust rather than to the company. The report states no new completion date and no per-share deposit rate, so the length of the extension purchased is not established here.
What changed: Item 1.01: on June 29, 2020 Orisun Acquisition Corp. signed a Merger Agreement with Ucommune Group Holdings Limited, its shareholders, Cayman subsidiary Ucommune International Ltd (Purchaser) and Everstone International Ltd. Orisun merges into Purchaser and Merger Sub merges into Ucommune, leaving Purchaser owning 100% of Ucommune. Ucommune's shareholders receive 53,358,932 Purchaser Class A ordinary shares and 9,452,407 Class B shares, of which 3,140,567 shares are escrowed for indemnification, and 7,188,661 Class A shares are reserved for an equity incentive plan. Why it matters: This is the deal announcement, and the control structure is the term to notice: Class B shares carry fifteen votes each against one for Class A, so 9,452,407 Class B shares hold roughly 141 million votes before any Class A is counted. All seven post-closing directors are designated by Ucommune. The earn-out adds up to 4,000,000 Class A shares on either price or revenue tests — $16.50 or RMB850 million of 2020 revenue, $22.75 or RMB1,275 million for 2021, $30.00 or RMB1,912 million for 2022.
What changed: Q1 2020 10-Q with substantial doubt stated through August 6, 2020, the date the company must cease operations if it has not combined. Marketable securities held in the Trust Account were $44,791,789 at March 31, 2020 against $44,694,457 at December 31, 2019; about $392,000 of that is cumulative interest, and $46,795 has been withdrawn to date ($40,545 of it in this quarter) for trustee fees and franchise taxes. 3,827,326 shares are subject to possible redemption at $38,587,242. Operating cash $274,975 with working capital of $154,776 excluding taxes. Net income $43,072. Why it matters: The August 6, 2020 date is not fixed: the company may extend up to three times by three months each, to 21 months in total, but only if the Sponsor or a designee deposits $444,002 ($0.10 per public share) each time - so the going-concern date and the outer date are two different things, and the second depends on someone electing to pay. Trust figures are March 31, 2020 balances, not redemption prices. Detect-only: nothing was written to a deadline, trust, floor or status field.
What changed vs 2019-11-14trust $44.5M → $44.8M +1%going concern APPEAREDtrust account, going-concern doubt, redeemable shares +32 moved · 4 with no prior record of ours
- Trust account
- $44.5M$44.8M
- Going-concern doubt
- not statedstated
- Redeemable shares
- not previously extracted3.83M
- Combination deadline
- 2020-08-06 · unchanged
- Sponsor loans outstanding
- $225K · unchanged
- Mandate language
- the Company intends to focus its search on companies in and … · unchanged
SpacBrain reads this as $270,847 was added to the trust between the two filings.
The clause …“67,167 42,917 Total Current Assets 342,142 379,187 Marketable securities held in Trust Account 44,791,789 44,694,457 Total Assets $ 45,133,931 $ 45,073,644 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accrued expenses $”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through August 6, 2020, the date that the Company will be required to cease all”…
The clause …“authorized;1,955,909 and 1,952,097 shares issued and outstanding (excluding 3,827,326 and 3,831,138 shares subject to possible redemption) as of March 31, 2020 and December 31, 2019, respectively 20 20 Additional paid in capital”…
The clause …“However, if the Company anticipates that it may not be able to consummate a Business Combination by August 6, 2020, the Company may extend the period of time to consummate a Business Combination up to three times, each by an”…
The clause …“Company may borrow up to an aggregate principal amount of $300,000, of which $225,000 was outstanding under the Promissory Note as of June 30, 2019. The Promissory Note is non-interest bearing and due on the earlier of the consummation”…
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: FY2019 10-K with an auditor's going-concern explanatory paragraph: the business plan depends on completing a combination and cash and working capital at December 31, 2019 are not sufficient for planned activities. Marketable securities held in the Trust Account were $44,694,457 at December 31, 2019, against $44,400,240 ($10.00 per unit) deposited at the August 2019 IPO and over-allotment; $9,514 of interest was withdrawn for trustee fees. 3,831,138 shares are subject to possible redemption at $38,544,171, 1,952,097 sit outside, and net loss was $31,401. Why it matters: The deadline in this document is an extendable one and must not be read as a single date: the company had until August 6, 2020, extendable up to three times by three months each - 21 months total - and each extension requires the Sponsor or its designee to deposit $444,002 ($0.10 per public share) into trust. So the outer date is contingent on someone electing to pay, three times. The $44,694,457 is a December 31, 2019 balance, not a redemption price. Nothing was written to a deadline, trust or status field.
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.