# Identity redesign notes: three families that mis-specified their population **Status: DRAFT. Nothing here is registered.** No hypothesis identity, no threshold, no universe is fixed by this document. Registering any of it spends a trial from a budget that belongs to the owner. What follows is the analysis that must come *before* a pre-registration, written down so that the pre-registration, when it happens, is written against evidence rather than against memory. *Drafted 2026-08-22. 0 trials: everything measured here is filing metadata and document language on frozen artifacts, and no return data was opened.* --- ## Why these three, and what they have in common Three families sat one gate short of clearing feasibility. The natural reading of "one gate away" is that the parser needs work. It was checked, and for all three the reading was wrong: | family | gate | measured | what a perfect detector reaches | |---|---|---|---| | `spin_off_dislocation` | pro-rata distribution language ≥ 0.30 | 0.1633 | **0.1122** | | `customer_supplier_propagation` | named-customer rate ≥ 0.50 | 0.3533 | **0.3714** | | `merger_arbitrage` | prior Item 1.01 8-K ≥ 0.80 | 0.6702 | not a detector problem at all | Two ask for language the filings do not contain at the assumed rate. The third applies one threshold across two populations with different filing obligations. None is closed by extraction work, and the temptation in all three cases is identical and must be named: widen the pattern, or lower the threshold, until the number clears. That is tuning a measurement to agree with a target, and it is the one move that would destroy the only thing this programme has. **The common error is sharper than "the threshold was too high", and it is the same error three times.** Each protocol specified a *language* test where the identity needed a *structural* fact — a form type, a timestamp, or a counterparty named on a contract. Narrative prose is the least reliable carrier of any of those. An issuer writes the narrative; the structure is imposed on them. Each note below therefore names the document that carries the evidence **before** it says anything about a threshold, and none of them proposes a threshold at all. That ordering is the point. --- ## Note 1 — `spin_off_dislocation` ### What failed The protocol looked for pro-rata distribution language in the **initial Form 10**. Across 98 frozen, hash-verified filings, only 11 contain a pro-rata token in any written form (11.2%) and only 5 have one near a distribution reference (5.1%), against a gate of 30%. The single false negative reviewed by eye was a preemptive-rights boilerplate use — a correct negative for the intended meaning, not a miss. The shipped detector *overstated* the rate it published: its second alternative matched `distribut…` followed by `holders of` with no pro-rata text required, so a field named `pro_rata_distribution_language` fired on six documents that never say pro rata. The gate fails either way and it fails harder than the record showed. ### Why the document cannot carry it An initial Form 10 is a **registration statement**. It registers a class of securities and describes the business being separated. The distribution mechanics — ratio, record date, when-issued trading — are not settled when it is filed, which is why the information statement attached to an initial Form 10 routinely carries `[•]` where the ratio will go. The protocol asked a document to state a fact that did not exist on the day it was written. ### The document that does carry it **The form type itself.** A Form 10-12B is filed to register a class of securities being distributed to shareholders. The *act of filing one* declares the event; no sentence inside it has to. That is metadata in the EDGAR master index, needs no parsing, and cannot be written around. Measured against the sixty-four quarterly master indexes this repo already holds: ``` 2010 19 initial / 64 amendments 2018 25 / 53 2011 27 / 67 2019 36 / 42 2012 22 / 66 2020 16 / 19 2013 31 / 70 2021 20 / 33 2014 38 / 150 2022 20 / 45 2015 45 / 138 2023 19 / 46 2016 33 / 151 2024 17 / 33 2017 10 / 38 2025 8 / 26 ``` **386 initial Form 10-12B filings over 2010–2025, a mean of 24.1 a year.** The universe the original protocol was trying to rediscover by reading prose was declared by the form type all along. Two structural facts follow, and one of them is unwelcome: - The **announcement timestamp** is the EDGAR acceptance time of the first 10-12B for that registrant. Metadata, no look-ahead, no parsing. - **386 events over sixteen years is thin.** Whatever a redesigned identity claims will be bounded by that count, and the bound belongs in the pre-registration rather than in a footnote after a disappointing result. ### The route that was checked and does not work The obvious alternative was to take the event universe from the corporate-action feed this repo already holds. It was checked rather than assumed: sampling 600 instruments, the lake carries exactly two action types, `dividend` and `split`. **There is no spin-off or distribution action type in it.** The structured route is the filing index, not the corporate-action record. ### What a corrected identity would look like An event study keyed on the *filing* rather than on the *language*: universe = registrants with an initial Form 10-12B in the index; announcement = that filing's acceptance timestamp; the parent's completion 8-K or the price record supplies the distribution date if the identity needs it. The whole extraction step leaves the critical path. The redesign's first question is therefore not "can we parse it?" but "**is 24 events a year enough to say anything?**" — and that question must be answered, in the pre-registration, before the identity is registered. --- ## Note 2 — `customer_supplier_propagation` ### What failed The gate asked that at least 50% of documents disclosing a customer concentration **name** the customer. Measured across 300 documents: 35.3% published, and 37.1% among the 280 that genuinely carry concentration language. A perfect detector reaches 37.1% against a gate of 50%. A hypothesis was refuted on the way and is recorded because it was wrong: reading five window excerpts by eye suggested the denominator was padded with documents disclosing no concentration at all. Measured across all 300, 93.3% do carry real concentration language. Correcting the denominator moved the rate about two points against a fifteen-point shortfall. Five excerpts were an unrepresentative sample. ### Why the document cannot carry it The disclosure obligation is to report the **concentration**, not the counterparty. An issuer must tell you that one customer is a material share of revenue; nothing requires them to tell you which one, and most do not. The gate asked the narrative for something the rule that produces the narrative never required. ### The document that does carry it **The contract, not the discussion of it.** A supply or distribution agreement names its counterparty on its face and is filed as a material-contract exhibit. Two structural surfaces follow, both metadata rather than prose: - **Exhibit descriptions in the filing index.** A material contract is listed with a description that ordinarily names the parties. This is a short, formulaic field, not narrative. - **Item 1.01 8-Ks** on entry into a material definitive agreement, which are dated and carry the agreement as an exhibit. The relationship also appears from the other side: a large customer's own filings and its exhibit list name suppliers more often than a supplier's narrative names customers, because the contract is filed by whichever party has the disclosure obligation. ### What is NOT known, and must be measured before anything is registered **The naming rate in exhibit descriptions has not been measured.** It could be higher than 37.1% or lower. Nothing in this note licenses an assumption about it, and a redesign that carried over the 50% threshold on the hope that a different surface clears it would repeat the original error with a new document. The first step of a redesign is therefore a **document-schema audit of exhibit descriptions** — the same shape of measurement that produced the 37.1% figure — reporting what fraction of concentration-disclosing issuers file a contract whose description names the counterparty. Only after that number exists can a threshold be set, and it must be set *before* the identity is registered rather than chosen to accommodate the result. ### What a corrected identity would look like Keyed on the pair `(issuer, named counterparty)` extracted from **contract metadata**, with the narrative concentration disclosure used only for the materiality test it is actually required to make. The narrative says *how much*; the contract says *who*. The original protocol asked one document to do both. --- ## Note 3 — `merger_arbitrage` ### What failed Nothing, in the extraction sense. The gate required a prior Item 1.01 8-K on at least 80% of deal anchors and measured 67.0%. Split by form type: | form | anchors | prior Item 1.01 8-K rate | clears 0.80 | |---|---|---|---| | `SC 14D9` | 442 | **0.8665** | yes | | `DEFM14A` | 1523 | **0.6133** | no | A tender offer's SC 14D9 follows a contemporaneous merger agreement, so the prior 8-K is nearly always there. A definitive merger proxy can be filed long after the agreement, by issuers who announced it another way. **The blended figure describes neither population.** `SC TO-T` appears in the filing counts and not in the anchor timeline. That is correct and was checked rather than assumed: it is the bidder's filing, not the target's. ### ⚠️ What this is not **It is not permission to narrow the universe to tender offers.** Restricting to the population that was observed to pass is selection, and the 0.8665 is now in-sample for that decision and cannot serve as its evidence. A tender-offer-scoped identity is a legitimate redesign and it needs its own pre-registration, with threshold and universe fixed before anything is measured again — on a sample disjoint from the one that produced 0.8665, or the same number will be doing double duty as both the reason for the choice and the proof that it was right. ### The specification error underneath The gate tested for the **presence of a particular document**. What the identity needs is a **clean announcement timestamp**. Those are not the same requirement, and several documents supply the second: the Item 1.01 8-K, the preliminary proxy, the merger agreement exhibit, the tender offer filings. Requiring one specific form is a specification error dressed as a data-quality gate — it fails on deals that are perfectly well documented in a different order. ### What a corrected identity would look like Two changes, and the second matters more than the first. 1. **Announcement timestamp from a declared set of forms**, taken as the earliest EDGAR acceptance among them, rather than from one mandatory form. The set is fixed in the pre-registration; the rule is metadata-only and has no look-ahead. 2. **Deal structure declared as a stratum up front, and reported separately.** We now know the populations have different filing obligations. Any redesign that blends them again is reintroducing the defect on purpose, and any redesign that silently keeps only the convenient stratum is doing something worse. Both strata get published, whatever they say. --- ## What the three notes share, restated because it is the transferable part Every one of these protocols asked prose to certify a fact that a structure already carried: - a **form type** declares a spin-off; a sentence inside the filing need not. - a **contract** names a counterparty; the narrative that discusses it is not required to. - an **acceptance timestamp** dates an announcement; no single form is required to exist. The general rule this earns, and it is worth more than any of the three families: **when a gate measures a rate of language, check first whether the fact is available as structure.** Language rates are properties of what issuers chose to write. Structure is a property of what they were required to file, and it does not move when a drafting convention changes. None of that is evidence that any of these three families has an edge. It is only evidence about where their evidence would live, which is the question that has to be settled before the expensive one is asked.