Filing Summary
Entity discrepancy: The request identifies GPGI, Inc., but the supplied 10-Q is for Roman DBDR Tech Acquisition Corp. This summary reflects the filing provided.
Business context and reporting period
This is a 10-Q for the quarter ended September 30, 2020, covering the period from the company’s August 21, 2020 inception through September 30. Roman DBDR was a newly formed blank-check company seeking a business combination; it had not begun operations by period-end. The filing contains no comparable prior-year period.
Financial results and liquidity
| Metric | Period-end or period result |
|---|---|
| Revenue | None |
| Formation costs / net loss | $717 |
| Cash flow from operations | $(717) |
| Cash at September 30 | $0 |
| Total assets | $54,500, all deferred offering costs |
| Total liabilities | $30,217: $17,000 accrued offering costs and $13,217 related-party note |
| Stockholders’ equity | $24,283 |
| Debt | $13,217 related-party promissory note at September 30; non-interest-bearing |
Margins and operating cash-generation measures are not meaningful because the company had no revenue or operating activity. No interest income was reported for the period.
Material subsequent developments and outlook
- After quarter-end, the company completed its IPO and partial over-allotment: 23,156,000 units at $10 each, for $231.56 million gross proceeds. It also sold 10,837,400 private placement warrants for $10.84 million.
- The company reported $236.19 million deposited in the trust account following the IPO and over-allotment, and $13.21 million in transaction costs. The related-party note was repaid at the IPO closing.
- Management expects to use trust funds primarily to complete a business combination and outside-trust funds for search, due diligence and transaction expenses. There is no assurance a transaction will be completed; management said additional financing may be needed in some circumstances.
- The company must complete a business combination by May 10, 2022 or redeem public shares and liquidate, subject to the filing’s terms. Public shareholders have redemption rights; warrants may expire worthless if no transaction is completed.
- The Sponsor’s trust-account indemnity is limited, and the filing says the company has not verified the Sponsor’s ability to meet it. COVID-19 could adversely affect the company’s financial position or target search, but the impact was not determinable.
- The filing reports disclosure controls were effective at a reasonable assurance level and no material change in internal control during the period.
Most important facts to verify
- Confirm the intended issuer: the supplied filing is for Roman DBDR Tech Acquisition Corp., not GPGI, Inc.
- Confirm post-IPO proceeds, trust balance, offering costs and repayment of the Sponsor note against subsequent filings; these events occurred after September 30.
- Reconcile the deferred underwriting fee: the notes and MD&A generally state $8,104,600, while the use-of-proceeds discussion states $8,140,600.
- Review the business-combination deadline, redemption mechanics, warrant terms and Sponsor indemnity limitations, including the Sponsor’s capacity to perform.