TWC Tech Holdings II Corp.
TWCT · Nasdaq
NO ACTION REQUIRED
Nothing left to do
The purchase completed and the shares became shares in the company it bought. 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 deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
In plain terms
- What it is
- A SPAC from Nebula Caravel Acquisition Corp. / TWC Tech Holdings II Corp. (Adams Rufina A), listed on Nasdaq in September 2020.
- What it's doing now
- It agreed to buy Cellebrite DI Ltd., a Digital intelligence platform for investigations company. The deal valued that business at about $1.80B. That purchase completed, and it stopped being a SPAC — the shares became shares in the business it bought.
- What you should know
- This SPAC has finished. The purchase completed, and the shares became shares in the company it bought — anyone who wanted the cash instead asked for it at the vote, so there is no cash left here to claim and no deadline left to miss.
At a glance
- Where it stands
- Closed (deSPAC)
- The business it bought
- Cellebrite DI Ltd.
- Industry
- Digital intelligence platform for investigations
- Deal value
- $1.8B
- 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
- 11 September 2020
- size not on file · 100.0% of each $10 unit into trust
- Headquarters
- FOUR EMBARCADERO CENTER, SAN FRANCISCO, CA, 94111
- registered in Delaware
- Lead underwriter
- not extracted from the prospectus yet
- Key officers
- CLAMMER ADAM (CEO and President) · GREENE JAMES H JR (Director) · Wagner Scott (Director)
- Listed securities
- TWCT 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 deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
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.
- 11 September 2020IPOpassed
IPO size not on file
The deal
terms as filedWhat it is buying, on what terms, and how much of the combined company new shares take from you.
- Cellebrite DI Ltd.$1.8BclosedSEC primary
The score
deterministic, from filed fieldsTWCT 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
TWC Tech Holdings II Corp. was a blank-check company whose common stock, warrants, and units traded on the Nasdaq Stock Market under the ticker TWCT. The company priced its initial public offering on September 11, 2020, as reflected in a 424B prospectus filed with the SEC under accession number 0001213900-20-026203. Its SEC CIK is 0001819313 and its SIC industry code is 6770. The TWCT ticker appears on the cover page of an 8-K filed on August 27, 2021. The company's lifecycle is closed: a Form 25 filed on August 30, 2021 under 17 CFR 240.12d2-2(a)(3) established that the Class A Common Stock, Warrant, and Units had come to evidence other securities in substitution therefor, indicating completion of a business combination after which the vehicle no longer files.
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.
One of the best-capitalised shells of the 2020 cohort at the working-capital line, with almost no accrued liabilities and no sponsor debt, and trust may release interest for working capital up to $500,000 a year plus taxes. No going-concern language is asserted. The deadline is unusually generous and conditional: September 15, 2022, extending automatically to December 15, 2022 if a letter of intent, agreement in principle or definitive agreement is signed by the earlier date. Trust is a bare $10.00 per share.
A large, fully funded shell with roughly $2.0 million outside trust and no sponsor debt outstanding, so no near-term insider financing pressure. The trust may release interest to fund working capital, capped at $500,000 a year, plus taxes, which slowly erodes the per-share redemption value. One internal defect worth noting: the table of contents dates the statements of operations, equity and cash flows to September 30, 2019 while every statement itself is captioned September 30, 2020, so the contents page year is simply wrong.
The distinguishing term is in Item 1.01: on September 10, 2020 the company entered Forward Purchase Agreements with several institutional accredited investors providing for the purchase of AT LEAST $100,000,000 of Class A common stock at $10.00 per share, in a private placement closing concurrently with the initial business combination. That is committed capital independent of redemptions. The filing states the trust's $600,000,000 comprises $588,000,000 of IPO proceeds, including $21,000,000 of deferred underwriting discount, plus $12,000,000 of warrant proceeds.
The deadline is 24 months and self-extends to 27 months if a letter of intent, agreement in principle or definitive agreement is executed inside the first 24 - no vote, no redemption right, three extra months triggered by a signature. Two warrant redemptions apply, at $18.00 and at $10.00, and their adjustments differ: 180% of the higher of Market Value and Newly Issued Price for the first, that higher value itself for the second. The forward purchase capital is at least $100,000,000 and arrives only at closing, so it never supports the redemption price.
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 2021-05-17trust $600.1M → $600.1M +0%shares 54.3M → 52.0M -4%
trust account, redeemable shares2 moved
- Trust account
- $600.1M$600.1M
- Redeemable shares
- 54.3M52.0M
SpacBrain reads this as $47,575 was added to the trust between the two filings.
The clause …“expenses 370,246 347,532 Total current assets 1,235,974 1,831,229 Investments held in Trust Account 600,131,947 600,053,904 Total Assets $ 601,367,921 $ 601,885,133 Liabilities and Stockholders’ Equity: Current liabilities: Accounts”…
SpacBrain reads this as 2,278,895 shares are no longer redeemable.
The clause …“75,998,691 70,130,350 Commitments and Contingencies Class A common stock; 52,036,922 and 52,675,478 shares subject to possible redemption at $ 10.00 per share at June 30, 2021 and December 31, 2020, respectively 520,369,220”…
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.
Deal completion: 2/2 resolved vehicles closed a deal (100%); 0 liquidated, 0 terminated. No measured post-close outcome yet, so completion credit is NOT gated — missing data is never a penalty. Small sample — the shrink below keeps this near neutral.
Mixed record · low confidence
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/3 · 100.0% of the $10 unit
from 424B4 0001213900-20-026203
Trading & liquidity
Company profile
Directors & officers
- CLAMMER ADAMCEO and President
- GREENE JAMES H JRDirector
- Wagner ScottDirector
- Kirkpatrick LeeDirector
- Thompson DarrenDirector
- WELLMAN ALEXIDirector
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
9 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.
- TWC Tech Holdings II, LLCwith 6 other reporting persons on the same schedule19.9% · SC 13GFeb 16, 2021 stale
- INTEGRATED CORE STRATEGIES (US) LLCwith 4 other reporting persons on the same schedule7.7% · SC 13G/AJan 28, 2021 stale
- Weiss Asset Management LPwith 2 other reporting persons on the same schedule6.0% · SC 13GFeb 12, 2021 stale
- HIGHBRIDGE CAPITAL MANAGEMENT LLC5.6% · SC 13GJul 22, 2021 stale
- Empyrean Capital Partners, LPwith 2 other reporting persons on the same schedule5.2% · SC 13G/AFeb 11, 2021 stale
- CITADEL ADVISORS LLCwith 6 other reporting persons on the same schedule0.2% · SC 13G/AFeb 14, 2022 stale
- 683 Capital Management, LLCwith 3 other reporting persons on the same schedule0.0% · SC 13G/AFeb 14, 2022 stale
- LIGHT STREET CAPITAL MANAGEMENT, LLCwith 2 other reporting persons on the same schedule0.0% · SC 13G/AFeb 14, 2022 stale
- GLAZER CAPITAL, LLCwith 1 other reporting person on the same schedule0.0% · SC 13G/AFeb 14, 2022 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
38 full SEC filing texts archived — searchable, never lost.
- Vault note — TWCT (TWC Tech Holdings II Corp.)
vault-note · /vault/tickers/TWCT
- Vault deal note — Cellebrite DI Ltd. (TWCT)
vault-note · /vault/deals/cellebrite-di-ltd
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 trail5 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 0001213900-20-026203 priced 2020-09-11; common ticker TWCT off 8-K 0001213900-21-045329 (2021-08-27); lifecycle EXITED. Ending PROVEN, not inferred: CLOSED per Form 25 0001354457-21-000992 (2021-08-30) — Form 25 filed under 17 CFR 240.12d2-2(a)(3) — the rule for securities that "have come to evidence other securities in substitution therefor", i.e. the shares became the successor's (class: TWC Tech Holdings II Corp. Class A Common Stock, Warrant, and Units). 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.
sponsor "TWC Tech Holdings II, LLC" (SEC CIK 0001819317) sourced from Form 3 reportingOwner (10% owner) acc 0001213900-20-026154.
AI-extracted target (z-ai/glm-5.2, conf 0.99)
target recovered for a completed de-SPAC; no agreement-naming filing on file, so announcedAt is NULL rather than guessed
entity created from the filed target name; no About paragraph on file, so every other field awaits a sourced read