Replay Acquisition Corp.

A trust that grew year-to-date and shrank quarter-on-quarter is the concrete reason a trust figure must carry its date rather than be treated as a running total. The $10.00 is a carrying value, not a redemption price; redemption is computed on the balance on deposit at closing. Liabilities remain almost entirely the $9,187,500 deferred underwriting fee, with only $51,078 of current liabilities, so the going-concern language here reflects the charter clock and financing risk rather than a shortage of cash.

The change from the annual report ten weeks earlier is the language, not the balance sheet: the shell still has about $1.6 million of working capital and $5.7 million of trust income available for taxes, so the substantial doubt is the charter clock plus deal-financing risk, not insolvency. The trust figures are as-of dates and the $10.00 is a carrying value, not a redemption price - the document says redemption is computed on the balance then on deposit. Cover reconciles: 28,038,535 + 7,898,965 = 35,937,500 ordinary shares at May 15, 2020, a single class.

Redemption value is stated on the face of the balance sheet at exactly $10.00 per share, so the $3,322,448 of trust earnings for the period is not accruing to the redeemable share price in this presentation — it sits in retained earnings against a classification that holds equity at just over $5,000,000. The $9,187,500 deferred underwriting commission is roughly 3.2% of the $287,500,000 implied public raise and becomes payable only on a closing.

A holder-count deficiency four months after the IPO, with a public non-compliance indicator attached to the tape — the second SPAC in this corpus to hit the same NYSE rule while still searching.

First reported balance for the $287.5 million trust: $10.00 per share, $9,187,500 of deferred underwriting against it, and $1.78 million of working capital — a well-funded search.

A pre-IPO quarter; the full over-allotment exercise fixed the sponsor's promote at 7,187,500 shares against 28,750,000 public shares — a 25% founder ratio.

Establishes a $287.5 million trust with $9,187,500 of deferred underwriting standing against it and an unusually large $2.24 million of cash outside the trust to fund the search.

These are the governing terms any redemption or extension vote will run under, and the continuation power is what would let this SPAC domesticate elsewhere at a combination. The extracted text covers the memorandum and the articles' table of contents; the business-combination and redemption articles themselves are not reproduced here.

The $18.00 call trigger is not a fixed number in this document. If the company issues shares below $9.20 in connection with the business combination, the $18.00 test is reset to 180% of the higher of the Market Value and the Newly Issued Price - so a stored constant of $18.00 can be wrong for this warrant after a dilutive closing. The exercise itself is conditional on an effective registration statement (or cashless exercise), and a separate $12.00 test 150 days after the combination governs other securities, not the call.

What changed: FY2020 10-K, filed March 25, 2021 with a hard deadline of April 8, 2021 unless shareholders approve an extension. Trust held $293,315,407 at December 31, 2020 against $292,054,158 a year earlier and $287,500,000 deposited at the April 2019 IPO. 27,829,229 ordinary shares are carried as redeemable at $10.00 ($278,292,290), down from 27,942,373, leaving 8,108,271 shares in permanent equity of 35,937,500 outstanding. Cash outside trust about $850,000 against a working-capital deficit of about $836,000. Deferred underwriting $9,187,500. A combination with Finance of America is proposed. Why it matters: The auditor's report carries a going-concern explanatory paragraph, and the arithmetic behind it is stark: about $850,000 of cash outside the trust, a working-capital deficit of about the same size, and fourteen days from filing to the April 8, 2021 liquidation date. The proposed deal is subject to a minimum-cash condition, so redemptions can defeat it. At December 31, 2020 the trust was about $10.20 a share against a $10.00 carrying value - the normal pre-2021 floor plug, not a surplus.