TIBR SEC filings, in plain English
Everything Tiberius Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 26 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: Item 5.07: at a special meeting held March 13, 2020 Tiberius stockholders approved every proposal, including the business combination with International General Insurance Holdings (IGI) by 15,657,512 for, 103,595 against and 200,000 abstaining, along with the incentive compensation plan, share issuance and adjournment proposals. Of 21,562,500 shares outstanding on the February 14, 2020 record date, 15,961,107 were voted. The report states 7,910,076 shares were presented for redemption at approximately $10.43 per share, with approximately $97 million remaining in the trust account. Why it matters: The vote cleared the shareholder condition to the IGI combination, and the report states the parties are proceeding to complete it on or about March 17, 2020. It also puts a figure on the cash: against 21,562,500 shares outstanding, 7,910,076 were tendered for redemption at approximately $10.43, and the company states approximately $97 million is left in trust — the balance carried into the combined insurer alongside the $80.0 million of cash consideration the agreement provides to IGI shareholders.
What changed: EXTENSION proxy, not the deal vote. Tiberius called a special meeting for 19 Mar 2020 on two proposals: amend the charter to move the business-combination deadline from 20 Mar 2020 to 20 Apr 2020, and an adjournment proposal. A SEPARATE Business Combination Special Meeting on the IGI (International General Insurance) merger was already called for 13 Mar 2020. The filing states the redemption price per share on the record date was 'approximately $10.42', on a trust of 'approximately $178.9 million', and that holders must tender at least two business days before the meeting. Why it matters: The extension is a fallback, not a schedule: the filing says Tiberius will cancel the meeting and not implement the Extension if the combination closes on or before 19 Mar 2020, so the event a holder must track is the deal vote, not this one. Shares already tendered for the deal vote are automatically submitted for redemption here. The $10.42 is the document's own record-date estimate, only 'expected to be the same approximate amount' two business days before the meeting; the filing says redeeming would net about $0.03 less than selling at the record-date close of $10.45.
combination deadlinenothing moved · 1 with no prior record of ours
- Combination deadline
- not previously extracted2020-04-20
The clause …“100% of the Offering Shares if the Corporation has not consummated an initial Business Combination by April 20, 2020, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval 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: The same Tiberius report filed as definitive additional proxy materials on Schedule 14A. Content matches the Form 8-K at accession 0001213900-20-005190 — Item 7.01 furnishing IGI's March 2, 2020 preliminary unaudited 2019 results release as Exhibit 99.1 and its February 24, 2020 board release as Exhibit 99.2, and restating the October 10, 2019 Business Combination Agreement under which IGI shareholders receive Pubco common shares plus $80.0 million of aggregate cash consideration — and differs only in the form under which it was submitted. Why it matters: A merger-related 8-K is routinely filed again as DEFA14A, so this row duplicates 0001213900-20-005190 rather than adding an event and an activity count keyed to accessions will double it. The limits carry over: both exhibits are furnished and not filed, the 2019 figures are preliminary, condensed and unaudited, and the report states no meeting date, redemption deadline, per-share trust figure or minimum-cash condition. It does confirm the F-4 is effective and the proxy has been mailed.
What changed: Tiberius Acquisition Corporation's Form 8-K, event date March 2, 2020. Item 7.01 furnishes two IGI press releases: Exhibit 99.1 of March 2, 2020 announcing IGI's preliminary condensed unaudited full-year 2019 financial results, and Exhibit 99.2 of February 24, 2020 naming the board that will hold office on closing. The report restates the October 10, 2019 Business Combination Agreement: Tiberius merges with and into Merger Sub, and IGI shareholders exchange their share capital for Pubco common shares plus aggregate cash consideration of $80.0 million. Why it matters: The $80.0 million cash component is the report's own restatement of the agreement and the clearest consideration figure in this part of the file; it goes to IGI shareholders, not to Tiberius holders. Both press releases are furnished under General Instruction B.2 and expressly not filed, so the 2019 results are preliminary, condensed and unaudited and carry no Section 18 liability. The report says the Form F-4 has been declared effective and the proxy statement mailed to stockholders as of the record date, but it states no meeting date, redemption deadline or trust figure.
What changed: A Rule 425 communication filed by International General Insurance Holdings Ltd on March 2, 2020 with Tiberius Acquisition Corporation as subject company. The only machine-readable text in the document is its cover legend: the Rule 425 and Rule 14a-12 recitals, the subject company, commission file number 001-38422, and the date. The substance was filed as a set of 37 images alongside it, so no narrative, figure, date or term of the transaction is readable from this accession. Why it matters: Recorded as a cover-page extract, not a summary of contents. The filing is a communication about the Tiberius/IGI combination, but nothing in it is machine-readable and no claim about its contents should be drawn from this row; the images would need a human or an OCR pass before anything here could be relied on. Flagged for review with low confidence for that reason, so it is held out of the retrieval corpus rather than answering questions from a cover page.(flagged for human review)
What changed: Rule 425 filing by Tiberius of its February 27, 2020 press release announcing the record and meeting dates for the extension vote. The special meeting is set for 10:00 a.m. Eastern on March 19, 2020 at Ellenoff Grossman & Schole LLP in New York, with stockholders of record as of February 14, 2020 entitled to vote, on a proposal to amend the charter to move the date by which Tiberius must complete its initial business combination from March 20, 2020 to April 20, 2020. Tiberius filed its preliminary proxy statement the same day. Why it matters: Tiberius says it expects to close the IGI combination on March 17 and that the extension will be implemented only if more time is needed — the meeting is cancelled if the deal completes on or before March 19, and the amendment is not filed if it completes on March 20. April 20, 2020 is therefore a contingent outer date, not the operative deadline, which remains the charter's March 20. Holders who already elected redemption carry over automatically. IGI's PRA, FCA, BMA and DFSA approvals are recited as already received.
What changed: The counterpart Rule 425 filing of the same February 27, 2020 Tiberius press release, submitted by International General Insurance Holdings Ltd rather than by Tiberius, with Tiberius as subject company. Content is identical: a special meeting at 10:00 a.m. Eastern on March 19, 2020 at Ellenoff Grossman & Schole LLP, a record date of February 14, 2020, and a proposal to extend the date by which Tiberius must complete its business combination from March 20, 2020 to April 20, 2020, with the preliminary proxy filed February 27. Why it matters: Both parties file the same Rule 425 communication, so this row and 0001213900-20-004947 are one announcement in two accessions and an activity count keyed to accessions will double it. The substance carries over: the extension is conditional on Tiberius determining at the time of the meeting that it may not close by March 20, the meeting is cancelled if the combination completes on or before March 19, and the company says it expects to close on March 17. The release states no trust balance and no per-share redemption price.
What changed: Tiberius Acquisition Corporation's preliminary proxy statement, marked subject to completion, for a special meeting on March 19, 2020 at 10:00 a.m. Eastern at Ellenoff Grossman & Schole LLP, New York. Two proposals: an Extension Amendment to amend the certificate of incorporation to move the date by which Tiberius must consummate a business combination from March 20, 2020 to April 20, 2020, and an Adjournment Proposal if votes are insufficient. The extension is sought to allow more time to close the IGI combination under the Business Combination Agreement dated October 10, 2019. Why it matters: March 20, 2020 is the Termination Date written into the charter, and the extension is contingent: Tiberius will hold the meeting and file the amendment only if it has determined by then that it may not close in time; if the combination completes on or before March 19 the meeting is cancelled, and if it completes on March 20 the extension is not implemented. A separate Business Combination Meeting is set for March 13, 2020. Public shareholders may redeem for their pro rata share of the trust if the extension is implemented; shares already submitted for the combination vote carry over.
What changed: The counterpart Rule 425 filing of the same February 26, 2020 release, submitted by International General Insurance Holdings Ltd rather than by Tiberius, with Tiberius named as subject company. Text is identical: PRA approval received February 24 and FCA approval February 25, described as the last remaining insurance regulatory approvals for the combination, with Bermuda Monetary Authority and Dubai Financial Services Authority approvals already in hand, and closing intended as promptly as practicable after the remaining conditions are satisfied. Why it matters: Both parties file the same Rule 425 communication, so this row and 0001213900-20-004832 are one announcement in two accessions; treating them as separate events double-counts the regulatory clearance on the Tiberius deal file. The substance is unchanged and so are the gaps: no meeting date, no redemption deadline, no per-share trust figure, and a closing described only as as promptly as practicable. The NASDAQ tickers IGIC and IGICW for the Bermuda parent are stated as expectations, not accomplished listings.
What changed: Rule 425 filing by Tiberius Acquisition Corp of a February 26, 2020 IGI press release: IGI has received regulatory approval from the UK Prudential Regulation Authority, granted February 24, 2020, and from the Financial Conduct Authority, granted February 25, 2020, in connection with the Tiberius business combination. The release states these were the last remaining insurance regulatory approvals needed to complete the transaction, IGI having already obtained approvals from the Bermuda Monetary Authority and the Dubai Financial Services Authority. Why it matters: Regulatory clearance is a closing condition rather than a date, and the release says the insurance-regulator condition is now satisfied in full, leaving the Tiberius shareholder vote and the other conditions in the Business Combination Agreement. Closing timing is stated only as as promptly as practicable once those are met, so nothing here fixes a date. The release describes the post-closing structure: a Bermuda parent, International General Insurance Holdings Ltd., with the existing IGI as its subsidiary, whose shares and warrants are expected to list on NASDAQ as IGIC and IGICW.
What changed: Rule 425 filing by International General Insurance Holdings Ltd of a February 24, 2020 press release naming the board that will hold office when the Tiberius combination closes. The Bermuda parent's board is to have seven members, four described as independent: David Anthony (65), David King (74), Tiberius CEO Michael Gray (59) and newly appointed Wanda Mwaura (47), formerly Chief Accounting Officer at PartnerRe. The two executive directors are IGI founder and CEO Wasef Jabsheh (77) as Chairman and IGI President Waleed Jabsheh (43); Tiberius CIO Andrew Poole (38) also joins. Why it matters: Board composition is one of the few pre-close governance facts an investor can check, and this one seats two Tiberius principals on a board of seven — CEO Michael Gray, whom the release counts among the four independent directors, and CIO Andrew Poole. Independence is asserted by the release, not adjudicated here, and a target's own chief executive labelled independent on the post-close board is worth a reader's attention. The release repeats that IGI intends to close as promptly as practicable once the conditions in the Business Combination Agreement are met, which fixes no date.
What changed: Rule 425 communication filed by Tiberius Acquisition Corp on February 24, 2020 carrying the IGI press release dated February 21, 2020 — the same text Tiberius filed on February 21 under 0001213900-20-004476 and IGI filed that day under 0001213900-20-004466. IGI announces that the SEC declared its Form F-4 effective on February 20, 2020; the F-4 carries the proxy statement/prospectus, being mailed to Tiberius stockholders as of an established record date; and IGI says it intends to close within two business days of satisfying the conditions in the Business Combination Agreement. Why it matters: No new fact: this is a re-filing of a release already on the tape twice, and the release keeps its original February 21 dateline while the accession is dated February 24. Any timeline, diff or deal-activity count keyed to accession dates will read three separate events on the Tiberius/IGI file where there was one announcement. As before the release names no meeting date, no redemption deadline and no per-share trust figure, and the two-business-day closing language is stated intent rather than obligation.
What changed: Rule 425 communication filed by Tiberius Acquisition Corp carrying an IGI press release dated February 21, 2020. IGI states that its registration statement on Form F-4 was declared effective by the SEC on February 20, 2020. The F-4 contains the proxy statement/prospectus for the Tiberius/IGI business combination and, per the release, is being mailed to Tiberius stockholders as of a record date that has been established. IGI says it intends to close within two business days after the closing conditions and approvals in the Business Combination Agreement are satisfied. Why it matters: Effectiveness is the gate between a signed agreement and a shareholder vote: only once the F-4 is effective can the proxy be mailed and the vote and redemption sequence run. The release names no meeting date, no record date, no redemption deadline and no trust figure, so nothing here fixes those. The 'within two business days' language is the filer's stated intent, not a contractual deadline. The release describes Tiberius as a blank check company with over $200 million of capital in trust and forward purchase commitments combined — a description line, not a trust balance.
What changed: The counterpart Rule 425 filing of the same February 21, 2020 IGI press release, filed by International General Insurance Holdings Ltd rather than by Tiberius, with Tiberius named as subject company. Text is identical: the SEC declared IGI's Form F-4 effective on February 20, 2020; the F-4 carries the proxy statement/prospectus for the Tiberius combination; IGI says it intends to close within two business days of satisfying the remaining closing conditions; and on closing the company would be domiciled in Bermuda and trade on NASDAQ under IGIC. Why it matters: Both sides of a combination file the same communication under Rule 425, so this row and the Tiberius-filed one are duplicates by content and differ only in filer. Treating them as two separate events would double-count a single announcement in any deal timeline or diff. As with its twin, the release states no meeting date, record date, redemption deadline or per-share trust figure; the closing timing is the issuer's stated intent and the Bermuda domicile and IGIC ticker are described as post-closing outcomes, not accomplished facts.
What changed: Tiberius Acquisition Corporation issued its definitive proxy statement/prospectus, dated February 20, 2020 and first mailed the same day, for the special meeting on the business combination with International General Insurance Holdings Ltd. The document forms part of the Bermuda Pubco's registration statement on Form F-4, File No. 333-235427, and is the prospectus for the Pubco common shares issued to Tiberius stockholders, the warrants issued to Tiberius warrant holders and the shares underlying them. Why it matters: This is the definitive version of the vote, covering the Business Combination Proposal, the Incentive Compensation Plan Proposal, the Share Issuance Proposal and an Adjournment Proposal, with appraisal rights addressed in their own section. A Tiberius holder is being asked to move into a Bermuda insurer reporting under IFRS rather than US GAAP, using non-IFRS measures — core operating income, core operating return on average equity, and tangible book value per diluted common share — that have no direct US GAAP equivalent, and the document carries its own notice to investors in Bermuda.
minimum cash condition, outside datenothing moved · 2 with no prior record of ours
- Minimum cash condition
- not previously extracted$100.0M
- Outside date
- not previously extracted2020-03-15
SpacBrain reads this as the min-cash condition binds at $100,000,000.
The clause …“Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco. “Minimum Cash Condition” means the minimum of $100,000,000 in cash and cash equivalents, including funds in the Trust Account and from any equity financing,”…
SpacBrain reads this as the agreement may be terminated from 2020-03-15.
The clause …“notice by Purchaser or the Company if the Closing shall not have occurred by March 15, 2020 (the “ Outside Date ”) (provided, that if Purchaser seeks and obtains an Extension, Purchaser shall have the right by providing written notice”…
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: Item 1.01: on February 12, 2020 the parties signed the First Amendment to the October 10, 2019 Business Combination Agreement (Exhibit 2.1), adding compliance with a same-day Letter Agreement as a closing condition, and the Letter Agreement itself (Exhibit 10.1) among Tiberius, sponsor Lagniappe Ventures LLC, Pubco and IGI. Under it the sponsor forfeits 180,000 Tiberius common shares at closing and Tiberius will use reasonable best efforts to repurchase 3,000,000 warrants for $4,275,000 in aggregate at closing. Item 8.01 attaches the February 13, 2020 press release. Why it matters: This is the agreement behind the announcement the 425s carried: the forfeiture and warrant repurchase are now contractual and, via the amendment, a condition to closing rather than a stated intention. The report restates the deal structure — Tiberius merging with Merger Sub and surviving, IGI shareholders exchanging substantially all IGI share capital for Pubco common shares plus aggregate cash consideration of $80.0 million, and adoption of Pubco’s amended bye-laws. The warrant repurchase is a reasonable best efforts obligation, not a guarantee.
What changed: Rule 425 filed by IGI carrying Tiberius’s press release of February 13, 2020: Tiberius entered a warrant purchase agreement with a holder of its public warrants to repurchase 3,000,000 public warrants at $1.425 each, an aggregate $4,275,000, payable on the closing of the IGI business combination. Including that agreement, Tiberius has now contracted to repurchase 6,000,000 of its warrants at closing, all to be immediately retired. Sponsor Lagniappe Ventures LLC agreed to forfeit and cancel 180,000 of its common shares at closing. Why it matters: Dilution management ahead of a closing: 6,000,000 warrants retired and 180,000 sponsor shares cancelled, both conditioned on the deal closing, so neither takes effect if it does not. The release states the repurchase price for the 3,000,000-warrant tranche as $1.425 per warrant but no price for the earlier 3,000,000. It repeats that Tiberius intends to close two business days after the requisite conditions and approvals are satisfied and that IGI Holdings will trade on Nasdaq as IGIC, with no closing or vote date stated.
What changed: The Tiberius-filed counterpart of accession 0001213900-20-003565: the same February 13, 2020 press release, filed under Rule 425 by Tiberius Acquisition Corporation itself with Tiberius as subject company. It announces a warrant purchase agreement to repurchase 3,000,000 public warrants at $1.425 per warrant ($4,275,000) on closing of the IGI business combination, bringing contracted repurchases to 6,000,000 warrants, all to be retired, and the sponsor’s agreement to forfeit and cancel 180,000 common shares at closing. Why it matters: Both parties filed the identical release, so this and 0001213900-20-003565 are one announcement. What it tells a holder is that the sponsor and the company are buying in warrants and cancelling founder stock as conditions to a closing they describe as two business days after the remaining approvals — at this date, per the companion February 7 release, only the UK Prudential Regulation Authority was named as outstanding. The release itself states no closing date and no trust or redemption figure.
What changed: Cover page only. The entire document (about 470 characters) is the Rule 425 header — filed by International General Insurance Holdings Ltd., subject company Tiberius Acquisition Corporation, file 001-38422, dated February 10, 2020 — followed by a single headline, dated 06/02/2020, reading “IGI PRESIDENT WALEED JABSHEH’S INTERVIEW WITH AL BAYAN MAGAZINE”. The interview itself is not present in the filed document and no body text follows the headline. Why it matters: Nothing can be asserted about the substance of the communication from this filing: it states no transaction term, no approval, no date and no figure, and the referenced interview content is absent from the document as filed. Flagged for review — a reader wanting the content must look to the companion 425s filed by IGI in the same week. Treat the presence of this accession as evidence that a communication was made, not as evidence of what it said.(flagged for human review)
What changed: Rule 425 filed by IGI carrying its press release of February 7, 2020: IGI received Dubai Financial Services Authority approval on February 3, 2020 for the announced business combination with Tiberius, described as one of the necessary steps, leaving the UK Prudential Regulation Authority approval outstanding. Separately, IGI announced it had received share exchange agreements from existing IGI shareholders holding 100 percent of the issued and outstanding IGI common shares, in excess of the 90 percent threshold set out in the business combination agreement. Why it matters: Two closing conditions move at once: a second of the three named regulators has cleared, and the shareholder-acceptance threshold written into the business combination agreement is not merely met but fully subscribed at 100 percent against a stated 90 percent requirement. The release repeats that IGI intends to close two business days after satisfaction of the requisite conditions and approvals, and that on closing IGI will be domiciled in Bermuda and trade on Nasdaq as IGIC. It states no closing date, vote date or redemption figure.
What changed: Annual report for the fiscal year ended December 31, 2019 — the year Tiberius signed its business combination agreement with International General Insurance Holdings Ltd., dated October 10, 2019, with a newly incorporated Bermuda Pubco joined by joinder. Net income was $1,937,205, from interest income of $3,854,255 and a $95,617 unrealized gain, against operating costs of $1,361,167 and a $651,500 tax provision. As of February 7, 2020 there were 21,562,500 shares of common stock outstanding. Why it matters: Liquidity is thin outside the trust: $78,697 of cash on the balance sheet at December 31, 2019 against $521,564 of expenses already incurred on the proposed combination. The report states $174,225,000 was deposited in trust from the March 2018 IPO of 15,000,000 units plus 2,250,000 over-allotment units at $10.00, the $1.00 placement warrants and the sponsor loan; deferred underwriting commissions are $7,350,000; $5,138,541 of trust interest is available for taxes and $902,848 was withdrawn for taxes during 2019. Up to $2,000,000 of sponsor loans may convert into warrants at $1.00.
What changed vs 2019-03-26trust $176.4M → $179.5M +2%trust account, combination deadline, mandate language +11 moved · 3 with no prior record of ours
- Trust account
- $176.4M$179.5M
- Combination deadline
- 2020-03-20 · unchanged
- Mandate language
- focus our search for an initial business combination target … · unchanged
- Redeemable shares
- 15.9Mnot matched in this filing
SpacBrain reads this as $3,047,023 was added to the trust between the two filings.
The clause …“33,563 114,725 Total current assets 112,260 469,840 Investments and cash held in trust account 179,491,402 176,444,379 Total assets $ 179,603,662 $ 176,914,219 LIABILITIES AND STOCKHOLDERS’ EQUITY: Current liabilities: Accounts”…
The clause …“redemption of our public shares in the event we do not complete our initial business combination by March 20, 2020 is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be”…
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: Rule 425 communication filed by Tiberius carrying IGI’s press release of January 30, 2020: International General Insurance Holdings Ltd. announced it received regulatory approval from the Bermuda Monetary Authority on January 28, 2020 in connection with the previously announced business combination with Tiberius. The release states this is one of the necessary steps and that IGI is still awaiting approval from additional regulators, naming the UK Prudential Regulation Authority and the Dubai Financial Services Authority. Why it matters: A conditions-precedent update, not a change of terms. The release states the parties intend to close two business days after satisfaction of the closing conditions and approvals in the business combination agreement, but gives no target date, no vote date and no redemption terms. It states that on closing IGI will be domiciled in Bermuda as International General Insurance Holdings Limited and trade on Nasdaq as IGIC, and describes Tiberius as a blank check company with over $200 million of capital in trust and forward purchase commitments.
What changed: The same January 30, 2020 press release as accession 0001213900-20-002180, filed under Rule 425 by International General Insurance Holdings Ltd. rather than by Tiberius, with Tiberius Acquisition Corporation (file 001-38422) as subject company. IGI announced it received Bermuda Monetary Authority approval on January 28, 2020 for the announced business combination with Tiberius, described as one of the necessary steps, with approvals from the UK Prudential Regulation Authority and the Dubai Financial Services Authority still outstanding. Why it matters: Both sides of the transaction filed the identical release the same day, so the two accessions are one event rather than two. The stated substance is regulatory progress only: no consideration, exchange ratio, vote date, minimum-cash condition or redemption figure appears. The paragraphs on the Form F-4, the mailing of a proxy statement to a record date to be established, and the participants in the solicitation are standing legends attached to these communications.
What changed: Tiberius Acquisition Corporation reported that at its 2019 annual meeting on December 23, 2019 stockholders re-elected four Class I directors to serve until the 2021 annual meeting — C. Allen Bradley and Senator E. Benjamin Nelson each with 11,576,060 for and 1,326,540 withheld, and John W. Hayden and Michael Millhouse each with 11,417,788 for and 1,484,812 withheld — and ratified Marcum LLP as independent registered public accounting firm for the fiscal year ending December 31, 2019 with 12,902,600 for and none against or abstaining. Why it matters: A routine annual meeting held while the IGI business combination signed October 10, 2019 remains pending; nothing here concerns that transaction. Roughly 10% to 12% of the 12,902,600 shares voted were withheld from each director, and the auditor drew no opposition at all.
What changed: Tiberius Acquisition Corporation filed a preliminary proxy statement/prospectus dated December 9, 2019 for a special meeting on the Business Combination Agreement dated October 10, 2019 with International General Insurance Holdings Ltd. of the Dubai International Financial Center, a Bermuda Pubco of the same name joined by a later joinder, Tiberius Merger Sub, Inc., Lagniappe Ventures LLC as Purchaser Representative and Wasef Jabsheh as the sellers' representative. Tiberius merges into Merger Sub and survives, and its security holders become security holders of Pubco. Why it matters: IGI's shareholders exchange all or substantially all of IGI's outstanding share capital for a combination of Pubco common shares and aggregate cash consideration of $80.0 million, so the deal carries a fixed cash leg that the trust and any financing must cover before the stock leg matters. Approval of the Business Combination Proposal is both a closing condition and a precondition to submitting the incentive plan and share issuance proposals, so a failed vote takes the whole slate with it. A non-vote counts as a vote against that proposal but has no effect on the others.
What changed: Tiberius Acquisition Corporation filed the definitive proxy statement for its 2019 annual meeting of stockholders, to be held Monday, December 23, 2019 at 10:30 a.m. at Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York. Two proposals are on the agenda: election of four Class I directors to serve until the 2021 annual meeting, and ratification of Marcum LLP as independent registered public accounting firm for the year ending December 31, 2019. Why it matters: A routine annual meeting held while the IGI business combination signed on October 10, 2019 is pending; nothing on this agenda concerns that transaction, the combination deadline or redemption rights. The advance-notice deadline of December 8, 2019 disclosed in the company's November 27 Item 5.08 report governs any further nomination or proposal.
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.