Talon 1 Acquisition Corp
TOAC · Nasdaq
NO ACTION REQUIRED
Nothing left to do
The cash went back to shareholders and the company wound up. There is no deadline left to miss.
Cash at settlement
No cash-per-share figure was filed for this vehicle before it finished.
Last close
Daily close
No price history on file yet — daily closes accumulate from the market data feed.
Trust settled · There is no line to draw here. This vehicle has finished: the cash was paid back or spent closing the deal, so the last filed figure describes an account that no longer exists and would be a floor under nothing.
SpacBrain’s read
Trust settled
The trust was liquidated and paid back to holders pro rata — the floor was honoured and the SPAC has wound up, so there is nothing left to claim.
In plain terms
- What it is
- A SPAC from AVi8 Acquisition LLC, listed on Nasdaq in November 2021.
- What it's doing now
- It never completed a purchase. The company wound up and the cash in the account went back to shareholders — the ordinary ending when a SPAC runs out of time. No agreed deal for it is on file with us, so we cannot say whether one was ever announced and later fell through.
- What you should know
- This SPAC has finished. The cash was paid back to shareholders and the company wound up, so there is nothing left to claim — the money went where the charter said it would.
At a glance
- Where it stands
- Liquidated
- Deal
- none — it wound up and returned the cash instead
- Industry
- no filing we hold states a sector this SPAC restricted its search to
- Deal value
- no deal to value — it wound up instead
- Price vs cash at settlement
- no live price on file
- Cash in trust when it settled
- not yet extracted into a snapshot — the filings below may state it
- the last trust total filed while this was still a SPAC — the account has since been paid out or used to close the deal
- IPO
- 5 November 2021
- size not on file · 102.5% of each $10 unit into trust
- Headquarters
- 2333 PONCE DE LEON BLVD., CORAL GABLES, FL, 33134
- registered in the Cayman Islands
- Lead underwriter
- not extracted from the prospectus yet
- Key officers
- Arvedlund Maggie Cassidy (Director) · Falk Jeremy (Chief Operating Officer) · Moabery Abdol (Director)
- Listed securities
- TOAC common
This vehicle has finished, so there is no window to file a cash-per-share figure for and none will follow. No estimate is shown in its place.
Nothing dated is on file. That is an absence in the record, not a statement that nothing is coming.
Yield to redemption
Nothing left to redeem — no yield to compute.
This SPAC has finished — its trust was paid back or used to close the deal, so there is nothing left to redeem and no yield to compute. A yield to redemption is a claim that you can hand these shares back for the trust cash. That account is closed, so this page will not print a number here.
What happened to the cash
The reasoning behind the verdict above, in the order the filings establish it.
- The trust was liquidated and paid back to holders pro rata — the floor was honoured and the SPAC has wound up, so there is nothing left to claim.
What has happened, and what is coming
1 dated milestoneEvery dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.
- 5 November 2021IPOpassed
IPO size not on file
The score
deterministic, from filed fieldsTOAC is not in the scored universe, so no score is shown. A withheld score is a fact about the record, not a verdict about the company.
The score is only published for names that carry both a price and a filed cash-per-share figure — 292 of the tracked fleet today. The rest keep an empty dial rather than a modelled one, and fill in by themselves as the fields land.
The company
from SEC filingsRead the full profile
Talon 1 Acquisition Corp (SEC CIK 0001860482) was a blank-check company whose common stock traded on the Nasdaq Stock Market under the ticker TOAC. The company priced its initial public offering on November 5, 2021, as documented in a 424B prospectus. On June 16, 2023, it filed an 8-K announcing that it would redeem all of its outstanding Class A ordinary shares and return the trust cash to shareholders. The balance of the company's trust account as of June 7, 2023, was approximately $101,693,581.14, which represented the per-share redemption price for the public shares.
Material findings
from the full read of every filingEvery document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.
The proposal replaces a single $2,300,000 deposit with at most $330,000 a month, so the sponsor's cost falls sharply while the runway extends from three months to nine — the trust accretes far less for holders who stay. The 65% supermajority needed for the Trust Agreement Amendment gives a determined minority real blocking power. Talon 1 ultimately liquidated, so redeeming at this meeting was where value was realized.
Filings
live EDGAR feedEverything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.
Show the other 10 filings
- What changed vs 2022-11-23trust $237.0M → $102.4M -57%deadline 2023-02-08 → 2023-11-23sponsor loan $90K → $1.5M
trust account, combination deadline, sponsor loans outstanding +13 moved · 1 with no prior record of ours
- Trust account
- $237.0M$102.4M
- Combination deadline
- 2023-02-082023-11-23
- Sponsor loans outstanding
- $90K$1.5M
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $134,535,506 left the trust between the two filings.
The clause …“current assets 521,867 408,133 Restricted cash 225,076 — Cash and investments held in Trust Account 102,440,661 239,110,999 Total assets $ 103,187,604 $ 239,519,132 Liabilities, Class A Ordinary Shares Subject to Possible Redemption and”…
SpacBrain reads this as 288 days later than the previous record.
The clause …“and payable upon the earlier to occur of (i) the date on which the Company’s Business Combination is consummated and (ii) the liquidation of the Company on or before November 23, 2023. At the election of the Sponsor, up to $ 1,500,000”…
SpacBrain reads this as the sponsor has advanced $1,362,999 more.
The clause …“up to the nearest whole number of warrants. As of March 31, 2023, there was $ 1,453,042 outstanding under the Convertible Promissory Note. The Convertible Promissory Note was valued using the fair value method. The fair value of the”…
The clause …“not occur, and potential subsequent dissolution. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
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 vs 2022-04-04trust $235.8M → $239.1M +1%deadline 2023-02-08 → 2023-11-08
trust account, combination deadline, sponsor loans outstanding +22 moved · 3 with no prior record of ours
- Trust account
- $235.8M$239.1M
- Combination deadline
- 2023-02-082023-11-08
- Sponsor loans outstanding
- not previously extracted$90K
- Going-concern doubt
- stated · unchanged
- Mandate language
- We will focus on companies that service one or more of the f… · unchanged
SpacBrain reads this as $3,353,417 was added to the trust between the two filings.
The clause …“as trustee. As of December 31, 2022, we had cash and marketable securities held in the Trust Account of $239,110,999 consisting of securities held in U.S. government treasury obligations with a maturity of 185 days or less or in”…
SpacBrain reads this as 273 days later than the previous record.
The clause “February 8, 2023 up to 9 times for an additional one (1) month each time up to November 8, 2023 (i.e., for a period of time ending up to 24 months after the consummation of its initial public offering). F-25 Table of Contents EXHIBIT”…
The clause …“through December 31, 2021 and repaid $ 14,850 during the same period. The outstanding balance of the promissory note was $ 90,043 as of December 31, 2021, which was fully repaid during the twelve months ended December 31, 2022. Due”…
The clause …“rights to seek access to funds in our Trust Account. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
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.
The sponsor
The people who set this company up, what they have done before, and the advisers around the deal.
AVi8 Acquisition LLCnamed as sponsor in this SPAC’s filings — but with no researched track record behind it yet.
A missing score, not a score of zero — why
A Sponsor Score is only published once the sponsor’s prior vehicles have been verified on EDGAR and their post-close outcomes priced. That record does not exist for this sponsor yet, so no number and no tier is shown. That is a missing score, not a score of zero — and not a neutral 50 either.
Coverage so far: 301 of 1283 tracked SPACs (23%) are attached to a scored sponsor. This card fills in by itself as the research lands.
The record
The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.
Show the reference detail
Unit structure
Unit: U = S + W/2 · 102.5% of the $10 unit
from 424B4 0001193125-21-321333
Trading & liquidity
Company profile
Directors & officers
- Arvedlund Maggie CassidyDirector
- Falk JeremyChief Operating Officer
- Moabery AbdolDirector
- Felsher NathanielDirector
- Zeunik Robert JeffreyChief Commercial Officer
- DaGrosa Joseph Jr.Director
Institutional holders
from SC 13G/13DFunds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.
Show the declared stakes
5 filers with a stake on file · 0 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.
- MILLENNIUM MANAGEMENT LLCwith 1 other reporting person on the same schedule7.5% · SC 13G/AJan 25, 2023 stale
- Shaolin Capital Management LLC7.0% · SC 13GFeb 14, 2023 stale
- Saba Capital Management, L.P.with 1 other reporting person on the same schedule0.0% · SC 13G/AFeb 9, 2024 stale
- GLAZER CAPITAL, LLCwith 1 other reporting person on the same schedule0.0% · SC 13G/AJul 11, 2023 stale
- HIGHBRIDGE CAPITAL MANAGEMENT LLC0.0% · SC 13G/AJan 25, 2023 stale
One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.
Sources on file
harvested pages, kept in fullEvery public page we have read about this company, stored in full so a source can never go missing.
Show the sources
39 full SEC filing texts archived — searchable, never lost.
- Vault note — TOAC (Talon 1 Acquisition Corp)
vault-note · /vault/tickers/TOAC
In plain English
tap a term to open itEvery piece of jargon this page could have used, and what it actually means.
Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
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.
Broker action datethe day your broker needs the instruction — earlier than the official date
Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.
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.
Trust discountbuying below the cash held for you
Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
ARShow much upside you get per unit of downside
SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.
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.
Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since
A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.
Ask the brain
from its filingsData provenance & audit trail3 internal entries
Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.
admitted from the HISTORICAL census (EDGAR's SIC 6770 registrant list, walked in full: 3,325 registrants, 1,167 of which ever priced an IPO). The live discovery job cannot reach this registrant — it reads the filing tape, and this one stopped filing. Admission rule: src/lib/universe-admit.ts. SIC 6770 (Blank Checks); 424B 0001193125-21-321333 priced 2021-11-05; common ticker TOAC off 8-K 0001193125-23-169092 (2023-06-16); lifecycle EXITED. Ending PROVEN, not inferred: LIQUIDATED per 8-K 0001193125-23-169092 (2023-06-16) — announced redemption of all public shares: “…will redeem all of its outstanding Class A ordinary shares, par value $0.0001 per share (the “Public Shares”). The balance of the Company’s trust account (the “Trust Account”) as of June 7, 2023 was approximately $101,693,581.14, which represents a per-share redemption price for the P…”. ipoSizeM and deadline left NULL: gross-proceeds prose conflates the over-allotment with the offering, and a charter deadline belonging to a vehicle that has ended is a date nobody can act on. ipoDate is the 424B pricing date.
trustPerShare $0.0001 withdrawn: it was the PAR VALUE ("par value $0.0001 per share") read out of the wind-up notice, not the redemption price. No per-share payout is on file for this name.
sponsor "AVi8 Acquisition LLC" sourced from prospectus definition (10-K) acc 0001193125-22-093970.