M&A - Spire Global, Inc.

Form Type: 8-K

Filing Date: 2025-04-25

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025058698

Filing Summary: On April 25, 2025, Spire Global, Inc. entered into a transition services agreement with Kpler Holding SA, in connection with their acquisition of Spire's Maritime Business for approximately $233.5 million. As part of this agreement, Spire will provide transitional services in exchange for $7.5 million, paid in monthly installments. Additionally, the company repaid obligations under a previous Financing Agreement, incurring $2.8 million in exit fees. They also finalized a settlement agreement related to disputes involving exactEarth Ltd. and L3Harris Technologies. This completion of the transaction was announced via a press release on the same date.

Form Type: 8-K

Filing Date: 2025-02-14

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025021461

Filing Summary: On February 10, 2025, Spire Global, Inc. filed a complaint against Kpler Holding SA in the Delaware Court of Chancery regarding a Share Purchase Agreement for the sale of its maritime business. The company is seeking specific performance to compel Buyer to fulfill its contractual obligations and proceed with the closing of the transaction. In the action, the company alleges that Buyer breached the Purchase Agreement and requests a declaratory judgment. On February 11, 2025, Buyer moved to transfer the case to the United States District Court for the District of Delaware. Spire Global cautions that the outcome of the court proceedings and whether the transaction will be consummated is uncertain. Additionally, the company reserves its rights under the Purchase Agreement, including the possibility of seeking damages, although the amount of such damages cannot be determined at this time.

Form Type: 8-K

Filing Date: 2025-02-11

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025017880

Filing Summary: Spire Global, Inc. has entered into a Share Purchase Agreement with Kpler Holding SA to sell its maritime business for an enterprise value of $233.5 million, excluding its satellite operations. A twelve-month transition service agreement worth $7.5 million is also part of the deal. Closing is pending due to the Buyer’s failure to consummate as required after the Company believes all conditions have been met. The Company has initiated legal proceedings in Delaware Court to compel the Buyer to fulfill the agreement. Additionally, Spire is restating prior financial results and has disclosed concerns about its compliance with NYSE listing standards, indicating potential going concern issues. It is actively seeking refinancing options due to current financing arrangements and delays in closing the Transactions.