TBA SEC filings, in plain English
Everything Thoma Bravo Advantage has filed with the SEC that we hold — 40 filings, newest first, 4 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: Thoma Bravo Advantage issued definitive merger materials for an extraordinary general meeting on the Agreement and Plan of Merger dated March 20, 2021 with ironSource Ltd. and two Cayman merger subsidiaries. Showtime Cayman merges into TBA, and the survivor then merges into Showtime Cayman II, leaving it a wholly-owned subsidiary of ironSource, with TBA's shareholders becoming ironSource shareholders. The document registers up to 127,400,000 ironSource Class A ordinary shares. Why it matters: The private placement mostly does not fund the company: ironSource states it does not currently intend to allocate the 130,000,000 shares at $10.00 per share towards newly issued Primary PIPE Shares, and intends instead to put all of it towards buying Secondary PIPE Shares from selling shareholders, so the money reaches existing holders rather than the balance sheet. The sponsor also backstops redemptions: if TBA redemptions exceed $150 million it must fund the excess in cash or surrender Class B shares of equal value, capped at $250 million.
What changed: Q1 2021 10-Q for Thoma Bravo Advantage, the Chicago-based Cayman blank-check, its first quarterly report after a $1.0 billion IPO. At 31 March 2021 investments held in trust were $1,000,011,490 - the $1,000,000,000 deposited plus $11,490 of interest - against $2,185,640 of operating cash and working capital of about $1.1 million. Balance sheet: 96,115,913 Class A subject to possible redemption at $961,159,130, 6,284,087 non-redeemable Class A, 25,000,000 Class B, deferred underwriting commissions $35,000,000. Net loss for the quarter $3,311,231. Why it matters: The trust figure is stated as of 31 March 2021 and is recorded only with that date; it was written to no column. Everything reconciles: 6,284,087 plus 96,115,913 equals the 102,400,000 Class A on the 3 May 2021 cover, being 100,000,000 public shares and 2,400,000 private placement shares, and the deferred fee is $0.35 on the public shares alone. The $3.3 million quarterly loss is general and administrative expense, not trust-related. Equity of $5,000,003 is the net-tangible-assets plug, so the trust exceeding the redeemable carrying amount is presentation, not surplus.
What changed: FY2020 10-K covering November 6, 2020 (inception) to December 31, 2020, a period entirely before the January 20, 2021 IPO. At the year end the company had NO cash and a working-capital deficit of about $1.2m, funded by $25,000 of founder capital and a $286,000 sponsor note repaid on January 20, 2021. Net loss about $25,000, all general and administrative. Disclosed as subsequent events: $1,000,000,000 placed in trust, about $35 million of deferred underwriting fees, and a merger agreement with ironSource Ltd. The cover shows 102,400,000 Class A and 25,000,000 Class B as of March 24, 2021. Why it matters: No trust existed at the balance-sheet date, so no per-share figure can be taken from this report and the cover share counts cannot be reconciled to it. The condition that matters is the ironSource deal's Aggregate Transaction Proceeds test: trust cash remaining after redemptions plus the PIPE must reach $1,300,000,000, so against a $1.0bn trust the PIPE has to carry at least $300m and every redemption cuts the margin. The combined company keeps the ironSource name.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2021-10-31
SpacBrain reads this as the agreement may be terminated from 2021-10-31.
The clause …“Company, if the consummation of the Mergers has not occurred on or prior to October 31, 2021 (the Outside Date ) (provided that such termination right will not be available to any party whose breach of the Merger Agreement caused”…
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.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2021-10-31 · unchanged
The clause …“Company, if the consummation of the Mergers has not occurred on or prior to October 31, 2021 (the Outside Date ) (provided that such termination right will not be available to any party whose breach of the Merger Agreement caused”…
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: IPO pricing prospectus (424B4) for Thoma Bravo Advantage, and the security changed between registration and pricing: the S-1 filed 2020-12-28 offered UNITS with one-fifth of a warrant each; this prospectus offers 90,000,000 Class A ordinary shares alone at $10.00 — $900,000,000, with a 45-day option for 10,000,000 more — and states that, unlike other SPAC IPOs, investors in this offering will NOT receive any warrants. $900,000,000, or $1,000,000,000 on full overallotment ($10.00 per public share), goes into the trust. Ordinary shares outstanding rise from 25,000,000 to 114,700,000. Why it matters: Any warrant term carried over from the registration statement is wrong for the security that was actually sold: there is no strike, no call trigger and no warrant dilution in the priced deal, and the sponsor's private placement is in SHARES. Dilution is the 25,000,000 Class B founder shares (2,500,000 forfeitable if the overallotment lapses) and the private placement shares. Public shares are redeemed if no initial business combination is completed within 24 months from the closing of the offering.
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.