M&A - Matterport, Inc./DE

Form Type: 15-12G

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000119312525050878

Filing Summary: On March 10, 2025, Matterport, Inc. filed a certification and notice to terminate its registration under the Securities Exchange Act of 1934. This follows an Agreement and Plan of Merger and Reorganization made on April 21, 2024, involving Matterport, Inc. and CoStar Group, Inc., among others. The merger took place on February 28, 2025, where Matterport, Inc. merged with Matrix Merger Sub, Inc., becoming the surviving corporation. Following this, Matterport, Inc. merged with Matrix Merger Sub II LLC, which remains a wholly owned subsidiary of CoStar Group, Inc.

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Form Type: 8-K

Filing Date: 2025-02-28

Corporate Action: Merger

Type: New

Accession Number: 000110465925018773

Filing Summary: On February 28, 2025, Matterport, Inc. completed a merger with CoStar Group, Inc. through a two-step merger process as outlined in the Agreement and Plan of Merger. In the first step, Merger Sub I merged with Matterport, which then became a wholly owned subsidiary of CoStar Group. Immediately following, Matterport, as the surviving corporation, merged with Merger Sub II, resulting in Merger Sub II becoming the surviving entity. Each outstanding share of Matterport's Class A common stock was converted into a combination of stock and cash, specifically 0.03552 shares of CoStar common stock and $2.75 in cash per share. The total consideration involved included approximately $900 million in cash and about 11.6 million shares of CoStar stock. As a result of the merger, Matterport’s shares will be delisted from the Nasdaq, and the existing board of directors were replaced by the directors from Merger Sub I. Additionally, amendments were made to Matterport’s Certificate of Incorporation and Bylaws to align with those of Merger Sub I.

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Form Type: POS AM

Filing Date: 2025-02-28

Corporate Action: Merger

Type: Update

Accession Number: 000110465925019117

Filing Summary: Matterport, Inc. filed a Post-Effective Amendment No. 4 to Form S-1 on Form S-3 regarding the deregistration of unsold securities under Registration Statement No. 333-258936. The filing indicates that on February 28, 2025, Matterport completed a merger with CoStar Group, Inc., which involved two sequential mergers. The first merger involved Matrix Merger Sub, Inc. merging with Matterport, making it a wholly owned subsidiary of CoStar Group. The second merger involved the surviving corporation merging with Matrix Merger Sub II LLC, resulting in the latter surviving as a wholly owned subsidiary of CoStar Group. Consequently, the offerings under the original Registration Statement have been terminated, and Matterport has removed any unsold or unissued securities from registration as per the terms of the Merger Agreement. The effective date of these changes is noted as February 28, 2025.

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Form Type: S-8 POS

Filing Date: 2025-02-28

Corporate Action: Merger

Type: Update

Accession Number: 000110465925019114

Filing Summary: On February 28, 2025, Matterport, Inc. underwent a merger process as detailed in their Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-259987. This amendment specifically addresses the deregistration of securities associated with the registration statement relating to the Class A common stock, including various stock plans. The merger incorporated two key phases: first, Matrix Merger Sub, Inc. merged with and into Matterport, Inc., with Matterport surviving as a wholly owned subsidiary of CoStar Group, Inc. Subsequently, the Surviving Corporation merged into Matrix Merger Sub II, with the latter surviving. Consequently, all offerings related to the registration statement were terminated upon the effective time of the mergers, leading to the removal of any unsold or unissued securities from registration as per the original filing requirements. This action reflects compliance with SEC regulations concerning the registration of securities in the event of corporate structural changes.

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Form Type: 425

Filing Date: 2025-02-26

Corporate Action: Acquisition

Type: Update

Accession Number: 000181939425000005

Filing Summary: On February 26, 2025, Matterport, Inc. issued a press release detailing its financial results for the fourth quarter of 2024, highlighting a record total subscription revenue of $99.6 million, representing a 14% year-over-year increase. The company reported a total revenue of $169.7 million for the entire year, with significant growth in their annual recurring revenue, reaching $104.2 million in Q4. Matterport's total subscribers increased to 1.2 million, a 23% rise from the prior year. The document outlines the successful introduction of Matterport’s 2025 Winter Release, which includes the Matterport Marketing Cloud, providing real estate agents with an integrated platform for property marketing. The ongoing acquisition by CoStar Group, Inc. announced on April 22, 2024, is in focus as Matterport suspends financial guidance for the upcoming fiscal quarter. The acquisition is expected to close in Q1 2025, subject to customary closing conditions, following a stockholder approval at a special meeting held on July 26, 2024.

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