SEC Filing Summary: Plastron Acquisition Corp. II (8-K)
Business Context and Reporting Period
This Form 8-K was filed on March 19, 2009, reporting an event that occurred on March 16, 2009. The registrant is Plastron Acquisition Corp. II, a Delaware corporation operating as a shell company seeking a business combination via reverse merger or reverse takeover. The filing discloses the creation of a direct financial obligation.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, or margin data. The primary financial metric disclosed is a new debt obligation:
- Loan Amount: $14,500
- Lender: Broadband Capital Management LLC (BCM)
- Interest Rate: 8.25% per annum (increases to 18% per annum upon an Event of Default)
- Maturity Date: The earlier of March 16, 2014, or the consummation of a business combination.
Material Changes
The Company incurred a new liability of $14,500. This represents a material change in the Company's capital structure as it is a shell company with limited prior disclosed obligations in this specific filing. The loan is secured by a promissory note with specific default provisions.
Outlook, Risks, and Contingencies
Related Party Transaction: The lender, BCM, is managed by the Company's directors and officers: Clifford Chapman (Director), Michael Rapp (President and Director), and Philip Wagenheim (Secretary and Director).
Default Provisions: An "Event of Default" includes failure to pay, admission of inability to pay, assignment of assets for creditors, or bankruptcy proceedings. Upon default, the entire note becomes immediately due. If the default involves bankruptcy, acceleration is automatic without notice. The interest rate accelerates to 18% per annum five days after any Event of Default.
Business Outlook: The Company remains a shell company until it consummates a business combination, at which point the note becomes due.
Investor Verification Checklist
- Verify the total outstanding debt of Plastron Acquisition Corp. II beyond this $14,500 note.
- Confirm the current status of the Company's search for a target business combination.
- Review the full text of the Promissory Note (Exhibit 4.1) for additional covenants or collateral requirements not summarized here.
- Assess the liquidity position of the Company given the immediate acceleration clause upon bankruptcy.