RWGE SEC filings, in plain English
Everything Regalwood Global Energy Ltd. has filed with the SEC that we hold — 40 filings, newest first, 14 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: 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 vs 2019-08-08trust $308.8M → $310.3M +1%trust account, going-concern doubt, sponsor loans outstanding +11 moved · 3 with no prior record of ours
- Trust account
- $308.8M$310.3M
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $300K · unchanged
- Redeemable shares
- 5.00M · unchanged
SpacBrain reads this as $1,553,120 was added to the trust between the two filings.
The clause “Prepaid expenses 38,390 97,083 Total current assets 408,199 662,776 Investments held in Trust Account 310,326,548 305,342,146 Total assets $ 310,734,747 $ 306,004,922 LIABILITIES AND SHAREHOLDERS EQUITY Current liabilities: Accounts”…
The clause …“December 5, 2019 (See Note 4). In connection with the Companys assessment of going concern considerations in accordance with Financial Accounting Standards Boards Accounting Standards Updated (ASU) 2014-15, Disclosure of”…
The clause …“earlier of the closing of the Public Offering or April 30, 2018. The Company borrowed $300,000 under the promissory note in order to pay offering costs. The outstanding balance on the loan was repaid in full in March 2018. Advances”…
The clause …“as of July 1, 2018 1,259,170 $ 126 7,500,000 $ 750 $ 3,196,814 $ 1,802,319 $ 5,000,009 Class A ordinary shares subject to possible redemption (123,152 ) (13 ) (1,231,507 ) (1,231,520 ) Net income 1,231,516 1,231,516”…
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: 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 vs 2019-05-10trust $307.0M → $308.8M +1%trust account, redeemable shares, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $307.0M$308.8M
- Redeemable shares
- not previously extracted5.00M
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $300K · unchanged
SpacBrain reads this as $1,723,547 was added to the trust between the two filings.
The clause “Prepaid expenses 84,698 97,083 Total current assets 491,764 662,776 Investments held in Trust Account 308,773,428 305,342,146 Total assets $ 309,265,192 $ 306,004,922 LIABILITIES AND SHAREHOLDERS EQUITY Current liabilities: Accounts”…
The clause …“Balance as of April 1, 2019 836,227 $ 84 7,500,000 $ 750 $ $ 4,999,175 $ 5,000,009 Class A ordinary shares subject to possible redemption (158,748 ) (16 ) (1,587,464 ) (1,587,480 ) Reclass retained earnings to paid-in capital”…
The clause …“or December 5, 2019 (See Note 4). In connection with our assessment of going concern considerations in accordance with Financial Accounting Standards Boards Accounting Standards Updated (ASU) 2014-15, Disclosure of”…
The clause …“earlier of the closing of the Public Offering or April 30, 2018. The Company borrowed $300,000 under the promissory note in order to pay offering costs. The outstanding balance on the loan was repaid in full in March 2018. Advances”…
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: 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.
What changed vs 2018-11-13trust $303.8M → $307.0M +1%going concern APPEAREDtrust account, going-concern doubt, sponsor loans outstanding +12 moved · 2 with no prior record of ours
- Trust account
- $303.8M$307.0M
- Going-concern doubt
- not statedstated
- Sponsor loans outstanding
- $300K · unchanged
- Redeemable shares
- 28.9Mnot matched in this filing
SpacBrain reads this as $3,295,315 was added to the trust between the two filings.
The clause …“expenses 131,006 97,083 Total current assets 574,660 662,776 Investments held in Trust Account 307,049,881 305,342,146 Total assets $ 307,624,541 $ 306,004,922 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 …“or December 5, 2019. See Note 4. In connection with our assessment of going concern considerations in accordance with Financial Accounting Standards Boards Accounting Standards Updated (ASU) 2014-15, Disclosure of”…
The clause …“earlier of the closing of the Public Offering or April 30, 2018. The Company borrowed $300,000 under the promissory note in order to pay offering costs. The outstanding balance on the loan was repaid in full in March 2018. 14 Table of”…
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: Regalwood Global Energy filed its annual report for the year ended December 31, 2018. Trust held $305,342,146 and 29,009,303 Class A shares are carried subject to redemption at approximately $10.00, $290,093,030; deferred underwriting compensation is unchanged at $10,500,000. Interest income of $5,116,938 against $804,511 of expenses — including $240,000 of related-party administrative fees — produced net income of $4,312,427. Cash outside trust fell to $565,693 from $1,425,363. Why it matters: Prices the sponsor's promote at roughly two-tenths of a cent per share against a $10.00 public price, and shows a full year of trust income accruing while cash outside the trust fell by 60%.
What changed vs 2018-03-29trust $300.2M → $305.3M +2%going concern APPEAREDtrust account, going-concern doubt, combination deadline +22 moved · 3 with no prior record of ours
- Trust account
- $300.2M$305.3M
- Going-concern doubt
- not statedstated
- Combination deadline
- not previously extracted2019-12-05
- Sponsor loans outstanding
- $300K · unchanged
- Mandate language
- We intend to focus our search for a target business in the e… · unchanged
SpacBrain reads this as $5,116,938 was added to the trust between the two filings.
The clause …“expenses 97,083 202,250 Total current assets 662,776 1,627,613 Investments held in Trust Account 305,342,146 300,225,208 Total assets $ 306,004,922 $ 301,852,821 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 …“The report of our independent registered public accounting firm expresses substantial doubt about our ability to continue as a going concern. We believe conditions exist that raise substantial doubt about our ability to continue as”…
The clause …“in Note 1 to the financial statements, if the Company does not complete a business combination by December 5, 2019, then the Company will cease all operations except for the purpose of winding down and liquidating. This mandatory”…
The clause …“earlier of the closing of the Public Offering or April 30, 2018. The Company borrowed $300,000 under the promissory note in order to pay offering costs. The outstanding balance on the loan was repaid in full in March 2018. Advances”…
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: On December 10, 2018 Regalwood Global Energy announced the election of Philippe Boisseau as a director and his appointment to the audit committee, effective on his becoming a director. The board determined he meets the independence standards of both the NYSE rules and Rule 10A-3 under the Exchange Act. He will receive no compensation for his services and has no employment agreement, and is expected to enter the same form of indemnity and letter agreements as the directors and officers at the time of the IPO. Why it matters: Adds an independent director and audit committee member — relevant to the exchange listing standards this SPAC was already under notice on for a separate holder-count deficiency.
What changed: Regalwood Global Energy reported the quarter ended September 30, 2018. Trust held $303,754,566 after $1,382,832 of quarterly interest income; 28,863,982 Class A shares are carried subject to redemption at approximately $10.00, $288,639,820. Deferred underwriting compensation is unchanged at $10,500,000. Quarterly expenses were $151,316 including a $60,000 related-party administration fee, giving $1,231,516 of quarterly and $2,859,216 of nine-month net income. Accounts payable and accrued expenses rose to $365,666 and cash outside trust fell to $623,592. Why it matters: Trust keeps accreting on a $10.00-funded base while operating cash outside it declines — the same quarter in which the NYSE holder-count deficiency was disclosed.
What changed vs 2018-08-14trust $302.4M → $303.8M +0%shares 28.7M → 28.9M +0%trust account, redeemable shares, sponsor loans outstanding2 moved · 1 with no prior record of ours
- Trust account
- $302.4M$303.8M
- Redeemable shares
- 28.7M28.9M
- Sponsor loans outstanding
- $300K · unchanged
SpacBrain reads this as $1,382,832 was added to the trust between the two filings.
The clause …“expenses 127,333 202,250 Total current assets 750,925 1,627,613 Investments held in Trust Account 303,754,566 300,225,208 Total assets $ 304,505,491 $ 301,852,821 LIABILITIES AND SHAREHOLDERS EQUITY Current liabilities: Accounts”…
SpacBrain reads this as 123,152 more shares carry a redemption right.
The clause …“authorized, 1,136,018 and 1,421,940 shares issued and outstanding (excluding 28,863,982 and 28,578,060 shares subject to possible redemption) at September 30, 2018 and December 31, 2017, respectively 113 142 Class B ordinary shares,”…
The clause …“earlier of the closing of the Public Offering or April 30, 2018. The Company borrowed $300,000 under the promissory note in order to pay offering costs. The outstanding balance on the loan was repaid in full in March 2018. Advances”…
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: On October 3, 2018 Regalwood Global Energy received notice from the NYSE that it is not in compliance with Section 802.01B of the Listed Company Manual, which requires the Class A ordinary shares to be held by at least 300 public shareholders. The company must submit a business plan showing how it will return to compliance within 18 months of the notice, and states it anticipates satisfying the requirement once it locates a target for an initial business combination. The notice does not affect the listing of the securities at this time. Why it matters: 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.
What changed: Regalwood Global Energy reported the quarter ended June 30, 2018. Trust held $302,371,734 after $1,196,041 of quarterly interest income; 28,740,830 Class A shares are carried subject to redemption at approximately $10.00, $287,408,300. Deferred underwriting compensation is unchanged at $10,500,000. Expenses were $183,525 for the quarter including a $60,000 related-party administration fee, giving $1,012,516 of quarterly and $1,627,700 of half-year net income. Why it matters: 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.
What changed vs 2018-05-15trust $301.2M → $302.4M +0%shares 28.6M → 28.7M +0%trust account, redeemable shares, sponsor loans outstanding2 moved · 1 with no prior record of ours
- Trust account
- $301.2M$302.4M
- Redeemable shares
- 28.6M28.7M
- Sponsor loans outstanding
- $300K · unchanged
SpacBrain reads this as $1,196,041 was added to the trust between the two filings.
The clause …“expenses 182,249 202,250 Total current assets 844,444 1,627,613 Investments held in Trust Account 302,371,734 300,225,208 Total assets $ 303,216,178 $ 301,852,821 LIABILITIES AND SHAREHOLDERS EQUITY Current liabilities: Accounts”…
SpacBrain reads this as 101,251 more shares carry a redemption right.
The clause …“authorized, 1,259,170 and 1,421,940 shares issued and outstanding (excluding 28,740,830 and 28,578,060 shares subject to possible redemption) at June 30, 2018 and December 31, 2017, respectively 126 142 Class B ordinary shares, $0.0001”…
The clause …“earlier of the closing of the Public Offering or April 30, 2018. The Company borrowed $300,000 under the promissory note in order to pay offering costs. The outstanding balance on the loan was repaid in full in March 2018. Advances”…
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: Regalwood Global Energy reported the quarter ended March 31, 2018. Trust held $301,175,693 after $950,485 of interest income; 28,639,579 Class A shares are carried subject to redemption at approximately $10.00, $286,395,790. Deferred underwriting compensation is unchanged at $10,500,000. The statements disclose that 1,125,000 founder shares were forfeited in January 2018 because the underwriters did not exercise the over-allotment option, and are retroactively restated. Why it matters: 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.
What changed: Regalwood Global Energy filed its first annual report on Form 10-K, for the fiscal year ended December 31, 2017. The cover states the company was formed September 14, 2017, that the Class A ordinary shares, warrants and units are listed on the NYSE, and that as of March 28, 2018 there were 30,000,000 Class A and 7,500,000 Class B ordinary shares outstanding. Why it matters: 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.(flagged for human review)
What changed: Regalwood Global Energy announced that from January 22, 2018 unit holders may separately trade the Class A ordinary shares and warrants in the units. Each unit is one Class A ordinary share and one-third of one warrant; only whole warrants trade. Unseparated units keep trading on the NYSE as RWGE.U, with the separated pieces as RWGE and RWGE WS. Why it matters: Creates the separate share and warrant lines on the NYSE, which is what makes a share-versus-unit price comparison possible for this SPAC from this date.
What changed: Regalwood Global Energy Ltd. filed an 8-K on December 11, 2017, attaching its amended and restated memorandum and articles of association adopted by special resolution on December 4, 2017. The filing details the company's capital structure (350M Class A shares, 50M Class B shares, 10M preference shares) and standard SPAC governance provisions including a 24-month business combination deadline, trust account protections, and redemption rights for public shareholders. Why it matters: 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.
What changed: RWGE filed its underwriting agreement for its IPO of 30,000,000 units at $10.00/unit (underwriters' purchase price $9.80), with a 4,500,000-unit over-allotment option, closing December 5, 2017. Sponsor CIEP Sponsor Ltd. purchased 8,625,000 Class B founder shares for $25,000 and 5,333,333 private placement warrants at $1.50 each (~$8.0M), with a forward purchase commitment of up to $250,000,000 (25,000,000 shares at $10.00). Why it matters: 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.
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.