RPLA SEC filings, in plain English
Everything Replay Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 6 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: 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.
What changed vs 2020-03-25trust $292.1M → $293.3M +0%going concern APPEAREDshares 27.9M → 27.8M -0%trust account, going-concern doubt, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $292.1M$293.3M
- Going-concern doubt
- not statedstated
- Redeemable shares
- 27.9M27.8M
- Combination deadline
- 2021-04-08 · unchanged
- Mandate language
- We intend to focus on target businesses that we believe: · a…not matched in this filing
SpacBrain reads this as $1,261,249 was added to the trust between the two filings.
The clause …“expenses 10,833 62,738 Total current assets 860,742 1,652,533 Investments held in Trust Account 293,315,407 292,054,158 Total Assets $ 294,176,149 $ 293,706,691 Liabilities and Shareholders’ Equity: Current liabilities: Accounts”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” As of December 31, 2020, we had approximately $850,000 outside of the trust account and”…
SpacBrain reads this as 113,144 shares are no longer redeemable.
The clause …“the occurrence of uncertain future events. Accordingly, at December 31, 2020, 27,829,229 ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of our consolidated”…
The clause …“unable to raise additional funds to alleviate liquidity needs and complete a business combination by April 8, 2021, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for”…
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: Replay Acquisition Corp. issued definitive merger materials on the Transaction Agreement dated October 12, 2020 with Finance of America Equity Capital LLC, Finance of America Companies Inc. as New Pubco, RPLY Merger Sub LLC, RPLY BLKR Merger Sub LLC, a Blackstone blocker entity and the Sellers. Replay deregisters in the Cayman Islands and continues as a Delaware limited liability company, its ordinary shares become Replay LLC Units, and successive mergers leave New Pubco listed on the NYSE controlling FoA in an UP-C structure. Why it matters: The Class B common stock New Pubco issues to the Sellers carries no economic rights at all, yet entitles each holder of at least one share — regardless of how many are held — to a number of votes equal to the FoA Units that holder owns. Voting power therefore tracks units held outside the public company rather than shares in it. The Sellers' FoA Units are exchangeable one-for-one into Class A common stock, and New Pubco has the sole and exclusive right to appoint FoA's board of managers. Separate subscription agreements were signed alongside the Transaction Agreement.
What changed: Replay Acquisition Corp. ('Replay', a Cayman Islands exempted company) filed Amendment No. 3 to its Form S-4; the preliminary proxy statement and prospectus inside is subject to completion dated February 10, 2021. No explanatory note names the change. The transaction dates from OCTOBER 12, 2020 and has an unusually long party list: Replay; Finance of America Equity Capital LLC ('FoA', a Delaware LLC); FINANCE OF AMERICA COMPANIES INC. Why it matters: The structure runs through a new Delaware holding company, Finance of America Companies Inc., with a dedicated blocker merger sub to merge out a Blackstone feeder-fund partnership interposed above the target — the standard arrangement where tax-sensitive fund investors hold through a corporate blocker. Because both a sponsor-side Blackstone group and family holding companies are parties in their own right, the post-closing ownership is split across several distinct constituencies whose treatment is set individually in the agreement rather than by a single exchange ratio.
What changed: Replay Acquisition Corp. ('Replay', a Cayman Islands exempted company) filed Amendment No. 2 to its Form S-4; the preliminary proxy statement and prospectus inside is subject to completion dated January 27, 2021. No explanatory note names the change. It describes the same October 12, 2020 transaction among Replay, Finance of America Equity Capital LLC ('FoA'), Finance of America Companies Inc. Why it matters: The party list is the substance readable here: a new Delaware holding company sits above the combination, and a separate blocker merger sub exists to merge out an interposed Blackstone feeder partnership. That means the transaction's economics are allocated among several named constituencies individually rather than by one exchange ratio. No registered share count or meeting date appears in the extracted portion.
What changed: Replay Acquisition Corp. ('Replay', a Cayman Islands exempted company) filed Amendment No. 1 to its Form S-4; the preliminary proxy statement and prospectus inside is subject to completion dated December 22, 2020. No explanatory note names the change. It describes the October 12, 2020 transaction among Replay; Finance of America Equity Capital LLC ('FoA'); Finance of America Companies Inc. Why it matters: This is the earliest version in this slice of the Replay / Finance of America registration, filed roughly ten weeks after signing, and the party structure is already fully formed: a new Delaware holding company above the combination and a dedicated blocker merger sub to merge out an interposed Blackstone feeder partnership. Several distinct constituencies — the Blackstone entities and two Connecticut family holding companies — are parties in their own right, so the consideration is allocated among them individually rather than by a single ratio.
What changed: Q3 2020 10-Q. Investments held in Trust Account are $293,255,540 at September 30, 2020 against $292,054,158 at December 31, 2019. Ordinary shares subject to possible redemption are 27,930,364 at $10.00 = $279,303,640, with 8,007,136 outside. Going concern is repeated, and a Proposed Business Combination is now described: a New Pubco listing on the NYSE and controlling FoA in an UP-C structure. Cash outside trust is about $1 million with working capital of about $0.2 million - down from $1.6 million at March 31 - as accounts payable and accrued expenses rose to $785,796. Why it matters: Working capital fell by roughly $1.4 million in six months as deal costs accrued, which is the normal path from announced deal to closing and is the thing a trust figure conceals: the trust is unchanged while the company's own liquidity is consumed. The $10.00 is a carrying value, not a redemption price. An UP-C structure means the public company will not own 100% of the operating business, which matters for any post-close share-count model. Nothing was written to any field.
What changed vs 2020-08-06trust $293.2M → $293.3M +0%shares 28.0M → 27.9M -0%trust account, redeemable shares, combination deadline +22 moved · 3 with no prior record of ours
- Trust account
- $293.2M$293.3M
- Redeemable shares
- 28.0M27.9M
- Combination deadline
- 2021-04-08 · unchanged
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to focus its search for a target in Arge… · unchanged
SpacBrain reads this as $86,803 was added to the trust between the two filings.
The clause …“expenses 47,084 62,738 Total current assets 1,021,401 1,652,533 Investments held in Trust Account 293,255,540 292,054,158 Total Assets $ 294,276,941 $ 293,706,691 Liabilities and Shareholders' Equity: Current liabilities: Accounts”…
SpacBrain reads this as 97,149 shares are no longer redeemable.
The clause “296 9,282,955 Commitments and contingencies Ordinary shares, $0.0001 par value; 27,930,364 and 27,942,373 shares subject to possible redemption at $10.00 per share at September 30, 2020 and December 31, 2019, respectively 279,303,640”…
The clause …“Public Offering held in the Trust Account. If we do not complete our initial Business Combination by April 8, 2021, the Private Placement Warrants will expire worthless. The Private Placement Warrants are non-redeemable and exercisable”…
The clause …“resulting market downturn. 8 In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue”…
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.
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.