Shares of Spire Global (SPIR) have fallen $9.89, or 50%, to $9.96 in morning trading after the company disclosed in a regulatory filing earlier that Kpler Holding has failed to consummate the closing of an agreed upon deal. In the filing, the company stated: “As previously disclosed, on November 13, 2024, Spire Global, Inc. entered into a Share Purchase Agreement with Kpler Holding SA, a Belgian corporation, pursuant to which the company agreed to sell its maritime business to the buyer and enter into certain ancillary agreements. The maritime business to be sold pursuant to the transactions does not include any part of the company’s satellite network or operations. The purchase price to be paid by buyer to the company at the closing of the transactions is a cash payment based upon an enterprise value of $233.5M, subject to customary adjustments. The offer also includes a twelve-month transition service and data provision agreement for $7.5M. The purchase agreement provides that the closing of the transactions is subject to the satisfaction or waiver of certain closing conditions set forth in the purchase agreement. The company disclosed in November 2024 that it anticipated closing the transactions during the first quarter of 2025. The company believes all conditions to closing contained in the purchase agreement have been satisfied or could be satisfied. Notwithstanding the company’s notice to buyer to that effect, buyer has failed to consummate the closing. Buyer has cited various reasons for declining to close, which the company has rejected. There is currently no governmental order in effect prohibiting closing and, in the purchase agreement, buyer agreed to ‘use best efforts, and to take any and all actions necessary, to eliminate each and every impediment that is asserted’ by relevant government entities so as to enable the parties to consummate the transactions promptly. The company believes that buyer’s failure to close is not consistent with the terms of the purchase agreement, which do not give buyer the option to delay closing once all closing conditions have been met. As a result of the foregoing, on February 10, 2025, the company filed a complaint in the Delaware Court of Chancery against buyer seeking a grant of specific performance ordering buyer to satisfy its obligations under the Purchase Agreement and consummate the closing in accordance with the terms of the purchase agreement. In the complaint, the company also requests a declaratory judgment declaring that buyer has breached its obligations under the purchase agreement and is not excused from performing its obligations under the purchase agreement, including proceeding with the closing. There is no assurance as to what action the Delaware Court of Chancery will take with respect to the proceeding initiated by the company and there is no assurance as to whether or not the transactions will be consummated on the terms contemplated or at all. Whether or not the transactions are consummated as required, the company reserves all of its rights under the purchase agreement and in law and equity, including the right to seek damages and other remedies from buyer. The amount of any damages which may be sought or obtained from buyer cannot be determined at this time.”
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