Regalwood Global Energy Ltd.

A listing deficiency on the holder-count test, with an 18-month cure window from October 3, 2018 that the company expects a combination to resolve — a second clock running alongside the deal search.

Trust income is accruing on a $10.00-funded trust of about $302 million, while about $662,000 of cash outside it funds the continuing search.

Records an over-allotment that expired unexercised — the sponsor forfeited 1,125,000 founder shares and the trust stays at the base $300 million — and shows the sponsor note repaid out of working capital.

Ties the vehicle to Carlyle's international energy fund and records a forward purchase commitment that would add capital at closing. Flagged for review: only the cover page and defined-terms section of this annual report are in the extracted text, so the financial statements, the size of the forward purchase and MD&A are not covered here.

This filing establishes the governing documents for the SPAC, confirming the 24-month deadline to complete an initial business combination and the requirement that target businesses have an aggregate fair market value of at least 80% of trust account assets. The SPAC ultimately liquidated without completing a deal, and these articles define the liquidation waterfall and shareholder redemption rights.

This filing establishes the IPO terms and trust structure: $294,000,000 deposited in trust (including $10.5M deferred underwriting discount of $0.35/unit), 24-month business combination deadline, and $11.50 warrant strike. Since RWGE ultimately liquidated without completing a deal, these terms define the redemption value public shareholders received.

The warrant call is $0.01 on 30 days' notice if the CLOSING price of the ordinary shares is at least $18.00 - again a closing-price rather than last-sale test. A third of a warrant per unit means a holder of one or two units can never receive or trade a whole warrant, and the prospectus says so in terms. The trust is funded at exactly $10.00 per unit with no sponsor top-up, so the $10.5m of deferred underwriting sits inside the floor rather than above it. This SPAC later liquidated, which makes this document the record of what the cash was promised to be.

What changed: Regalwood Global Energy Ltd. furnished under Item 7.01 a press release dated December 4, 2019 announcing that its board of directors determined to redeem all of its outstanding Class A ordinary shares, effective as of December 16, 2019, because the company will not be able to consummate an initial business combination within the time period required by its amended and restated memorandum and articles of association. The release is attached as Exhibit 99.1 and, with the Item 7.01 information, is expressly not filed for Section 18 purposes. Why it matters: The company is winding up rather than seeking an extension: it announced the redemption of 100% of the public shares outright, with no shareholder meeting and no extension proposal in between. The trust held $310,326,548 against 30,000,000 public shares at September 30, 2019 per the company's most recent quarterly report, and the September balance sheet showed no sponsor debt, so the redemption is not competing with sponsor claims on trust assets. The release states nothing about the warrants.

What changed: Regalwood Global Energy Ltd. filed its Form 10-Q for the quarter ended September 30, 2019. Investments held in trust were $310,326,548, up from $305,342,146 at December 31, 2018; cash was $369,809, down from $565,693. Liabilities were $11,092,215, being $592,215 of accounts payable and accrued expenses and $10,500,000 of deferred underwriting compensation; the $12,269 of related-party advances outstanding at year end is repaid. Why it matters: This is a shell with no sponsor debt and $369,809 of cash still funding a flat $20,000-per-month administrative fee to a related party — a cleaner balance sheet than most of this cohort, where operating costs were being carried on sponsor notes. Redemption value is presented at approximately $10.00 per share while the trust held $310,326,548 against 30,000,000 public shares, roughly $10.34, so the trust's earnings are not reflected in the carrying value. The $10,500,000 deferred underwriting fee becomes payable only on a closing.

What changed: Regalwood Global Energy reported the quarter ended June 30, 2019. Trust held $308,773,428, up from $305,342,146 at year end; 29,322,521 Class A shares are carried subject to redemption at approximately $10.00, $293,225,210. Deferred underwriting compensation is unchanged at $10,500,000. Accounts payable and accrued expenses rose to $539,978 from $399,617, and cash outside trust fell to $407,066 from $565,693. Why it matters: Eighteen months past its IPO with no target announced, the trust keeps accreting while payables now exceed the cash available to pay them.

What changed: Regalwood Global Energy reported the quarter ended March 31, 2019. Trust held $307,049,881, up from $305,342,146 at year end; 29,163,773 Class A shares are carried subject to redemption at approximately $10.00, $291,637,730. Deferred underwriting compensation is unchanged at $10,500,000. Accounts payable and accrued expenses rose to $486,802 and cash outside trust fell to $443,654 from $565,693. Additional paid-in capital is now zero, having been fully absorbed by the reclassification of shares subject to redemption, with retained earnings of $4,999,175 carrying the $5,000,009 equity floor. Why it matters: Paid-in capital has been exhausted by trust accretion, so the $5,000,001 net tangible asset floor is now held up entirely by retained earnings — any further accretion has to come out of that line.