Spire Global, Inc 8-K, filed Feb 14, 2025
Spire Global, Inc. (SPIR)
About this 8-K
Spire Global, Inc filed this 8-K on February 14, 2025, reporting on events of February 10, 2025.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
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Item 7.01 Regulation FD Disclosure.
Maritime Transaction
As previously disclosed, on February 10, 2025, Spire Global, Inc. (the “Company”) filed a complaint in the Delaware Court of Chancery against Kpler Holding SA, a Belgian corporation (“Buyer”), seeking a grant of specific performance ordering Buyer to satisfy its obligations under the Share Purchase Agreement between the Company and Buyer with respect to the sale of the Company’s maritime business (the “Purchase Agreement”) and to consummate the closing in accordance with the terms of the Purchase Agreement (the “Delaware Action”). In the Delaware Action, 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. On February 11, 2025, Buyer filed to remove the Delaware Action to the United States District Court for the District of Delaware.
There is no assurance as to what action the Delaware Court of Chancery or the United States District Court for the District of Delaware will take with respect to the proceeding initiated by the Company and there is no assurance as to whether or not the transactions contemplated by the Purchase Agreement (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.
The foregoing summary of the Delaware Action is qualified in its entirety by reference to the complaint filed in the Delaware Action, a redacted copy of which is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
The Company announces material information to the public about the Company, its products and services and other matters through a variety of means, including filings with the SEC, press releases, public conference calls, webcasts, the investor relations section of its website (www.ir.spire.com), its X account (@SpireGlobal), its Bluesky account (@spire.com) and its LinkedIn page in order to achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation FD.
Forward Looking Statements
This report contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the Company’s anticipated financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “project,” “potential,” “seek” or “continue” or the negative of these words or other similar terms or expressions that concern the Company’s expectations, strategy, plans or intentions. Statements about the Transactions, including with respect to whether and when the Transactions may occur, the potential consequences of the Transactions, the potential future relationships contemplated by the Purchase Agreement, and the Delaware Action are forward-looking statements.
The Company cautions you that the foregoing list may not contain all of the forward-looking statements made in this report. You should not rely upon forward-looking statements as predictions of future events. Factors that may cause future results to differ materially from the Company’s current expectations include, among other things, (1) risks related to the consummation of the Transactions, including the risks that (a) the proposed Transactions may not be consummated within the anticipated time period, or at all, (b) the Buyer may continue to refuse to consummate the
Transactions notwithstanding the Company’s belief that all of the conditions to closing contained in the Purchase Agreement have been satisfied or could be satisfied, (c) the Delaware Court of Chancery (or United States District Court for the District of Delaware) may not provide any or all of the relief sought, (d) all or part of Buyer’s financing may not become available and (e) the risk that regulatory impediments to closing may arise; (2) the nature, cost and outcome of litigation and other legal proceedings; (3) the risk that the Transactions may involve further unexpected costs, liabilities or delays; (4) the effects that any termination of the Purchase Agreement may have on the Company or its business, including the risks that the Company stock price may decline significantly if the Transactions are not completed; (5) the effects that the announcement or pendency of the Transactions, or developments with respect thereto, including the failure to close, may have on the Company and its business, including the risks that as a result (a) the Company’s business, operating results or stock price may suffer, (b) the Company’s current plans and operations may be disrupted, (c) the Company’s ability to retain or recruit key employees may be adversely affected, (d) the Company’s business relationships (including, customers, data providers, and other suppliers) may be adversely affected, or (e) time and attention of Company personnel may be diverted from other important matters; (6) the effect of limitations that the Purchase Agreement places on the Company’s ability to operate its business during the pendency of the Transactions; (7) the risk that the Transactions may involve unexpected costs, liabilities or delays; (8) other economic, business, competitive, legal, regulatory, and/or tax factors; (9) the Company’s future financial results and any further delay in the filing of required periodic reports, (10) risks that Blue Torch Finance LLC (“Blue Torch”) may take actions available to it as collateral agent under the Financing Agreement with Blue Torch, as administrative agent and collateral agent, and certain lenders, including accelerating the maturity of the indebtedness thereunder, (11) risks related to the Company’s failure to comply with the New York Stock Exchange (“NYSE”) listing standards, including a risk that the NYSE may not agree to extend the deadline by which the Company’s Quarterly Report on 10-Q for the quarter ended June 30, 2024 must be filed, (12) risks regarding the Company’s ability to raise additional capital through the issuance of equity or debt securities (including securities convertible or exchangeable for equity) or incurrence of debt, (13) risks regarding the Company’s ability to delay, limit, reduce, or terminate certain commercial efforts, seek waivers of or amendments to contractual obligations or pursue merger, disposition or other strategies and (14) the other risk factors affecting the Company described under “Risk Factors” in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this report. The Company cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
Neither the Company nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this report relate only to expectations as of the date on which the statements are made. The Company undertakes no obligation to update any forward-looking statements made in this report to reflect events or circumstances after the date of this report or to reflect new information or the occurrence of unanticipated events, except as required by law. The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibits |
Description |
99.1
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SPIRE GLOBAL, INC.
Date: February 14, 2025 By: _/s/ Theresa Condor_______________________
Name: Theresa Condor
Title: Chief Executive Officer
Exhibit 99.1
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
SPIRE GLOBAL, INC.,
Plaintiff,
v.
KPLER HOLDING SA,
Defendant.
)
)
) C.A. No. 2025- -
)
) REDACTED PUBLIC VERSION
)
)
)
)
VERIFIED COMPLAINT
Plaintiff Spire Global, Inc. (“Spire”), by and through its undersigned counsel, hereby files this Verified Complaint against Kpler Holding SA (“Kpler”). Upon knowledge as to itself and information and belief as to all other matters, Spire alleges the following:
NATURE OF THE ACTION
closing. Kpler’s willingness to include this provision and assume all regulatory risk was a key reason Spire selected Kpler over other competing bidders.
attempted to hold up the closing over its ongoing negotiations with a third-party data
2
supplier to the Business (the “Supplier”). In its pre-signing offer letter, Kpler
Kpler’s successful completion of its negotiations with Supplier was not a condition to closing, so Kpler’s bargaining with a third party does not excuse its obligations under the bargain it already struck with Spire.
does not trigger a Material Adverse Effect (“MAE”) or render Spire’s representations regarding the Business and its existing contracts inaccurate.
disruption in (or loss of) supplier, service provider, partner or similar relationships.”
3
Ex. 1 (SPA) at Ex. A.
Moreover, Spire’s representations that no unresolved notices of breach or default have been received is limited to the time of signing—not closing—and intended to avoid precisely the type of scenario where a party attempts to use as an excuse for not
closing.
.
4
.
.
The SPA is clear that the only orders that can prevent closing are those that have been issued by a relevant governmental entity, remain outstanding as of the time of closing, and actually prevent the parties from consummating the transaction. No such order had been issued at the time of closing, nor has any such order been issued since.
monetary damages, even if available, would not be an adequate remedy, would occur
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in the event that the Parties do not perform their obligations under the provisions of this Agreement,” and Spire “shall be entitled to an injunction or injunctions, specific performance, or other equitable relief” to prevent breaches of the SPA and to compel Kpler to consummate the transaction. Ex. 1 (SPA) § 12.13.
Kpler’s failure and continued refusal to consummate the transaction create uncertainty and delay that harm Spire and expose the company to adverse effects on its business operations.
THE PARTIES
insights, including, for example, government entities responsible for monitoring
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risks such as extreme weather events and wildfire risk. Spire’s common stock is publicly listed on the New York Stock Exchange under the ticker “SPIR.”
JURISDICTION, VENUE AND GOVERNING LAW
C. § 341, 8 Del. C. § 111(a), and 6 Del. C. § 2708.
FACTUAL ALLEGATIONS
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8
See Ex. 4 (10/22/2024 Offer Letter).
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everything necessary to timely close the transaction despite any regulatory impediments, Spire elected to enter into a transaction with Kpler.
things necessary, appropriate or desirable to make or cause to be made the
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appropriate filings and submissions required to” meet all regulatory requirements for the transaction. Id. § 6.1(a).
[a] relevant Governmental Entity under the Specified Laws so as to enable the Parties to consummate the Transactions promptly and, in any event, prior to the End Date,” i.e., November 13, 2025. Id. § 6.1(c), Ex. A.
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Ex. 2 (SPA Disclosure Schedules) at Schedule 6.1(c).
B. Interim Operating Covenants
During the Pre-Closing Period, except . . . with Buyer Parent’s consent (which shall not be unreasonably withheld, conditioned or delayed) . . . neither Seller Parent nor the Target Companies shall with respect to the Business:
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. . .
(n) waive, release, assign, compromise, commence, settle or agree to settle any Legal Proceeding, other than waivers, releases, compromises or settlements in the ordinary course of business that (i) involve only the payment of monetary damages not in excess of $15,000 individually or $500,000 in the aggregate if paid by any Target Company or where the payment is paid prior to the Closing or is paid by any Person other than such Target Company and (ii) do not include the imposition of equitable relief on, or the admission of wrongdoing by, any Target Company[.]
Id. § 6.3(n).
C. Closing Conditions
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of the Business (taken as a whole).” Id. at Ex. A. It does not extend to events that in the future could or would be reasonably expected to result in an MAE.
(c) any adverse effect resulting from changes in regulatory, legislative or political conditions in the United States or any other country or region in the world, except to the extent such change in regulatory, legislative or political condition has a materially disproportionate effect on the Business as compared to any of the other companies in the Business’s industry, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether there has occurred a Material Adverse Effect
. . .
(e) any adverse effect resulting directly or indirectly from the announcement, execution or delivery of the Agreement or the pendency or consummation of the Transactions, including any disruption in (or loss of) supplier, service provider, partner or similar relationships or any loss of employees
. . .
(i) any adverse effect resulting directly or indirectly from any breach by Buyer Parent of any provision of this Agreement or the taking of any other action by Buyer Parent
Id.
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With respect to each Material Contract listed in Section 3.10(a) of the Disclosure Schedule: (i) such Material Contract is with respect to each party thereto other than a Seller Party, binding and enforceable against such party in accordance with its terms, subject to (A) Laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (B) rules of Law governing specific performance, injunctive relief and other equitable remedies; and (ii) no Target Company is in material breach or material default of such Material Contract or, with the giving of notice or the giving of notice and passage of time without a cure would be, in material breach or material default of such Material Contract, and to Seller Parent’s Knowledge, no other party to such Material Contract is in material breach or material default of such Material Contract. No Seller Party has received unresolved written notice as of the date hereof of (i) any material default under any Material Contract or (ii) the intention of any Person to terminate any Material Contract or materially modify the terms thereof. Seller Parent has delivered or otherwise made available to Buyer Parent a true and complete copy of each such Material Contract.
Id. § 3.10(b).
D. Termination
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Date if the transaction has not closed by that date. Kpler can also terminate the SPA if the transaction has been permanently enjoined by a governmental entity or if Spire has materially breached the SPA. Specifically, the SPA provides for termination prior to closing:
Id. § 10.1.
E. Specific Performance
The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their obligations under the provisions of this Agreement in accordance with its specified terms or
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otherwise breach such provisions. The Parties acknowledge and agree
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that (a) the Parties shall be entitled to an injunction or injunctions, specific performance, or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof … without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement or at law or in equity and (b) the right of specific performance is an integral part of the Transactions and without that right, none of the Seller Parties or Buyer Parent would have entered into this Agreement. The right to specific enforcement hereunder shall include the right of [Spire] to cause [Kpler] to purchase the Purchased Equity and to consummate the other Transactions, on the terms and subject to the conditions set forth in this Agreement.
Id. § 12.13.
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. On that call, Spire confirmed that these
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developments did not affect its ability or willingness to certify the satisfaction of applicable conditions on the expected Closing Date.
; and (ii) regulatory developments
. Neither after-the-fact excuse precludes the parties from proceeding with the closing, nor do they permit Kpler to ignore its contractual obligations.
Do Not
Prevent Kpler from Closing
. Ex. 4
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(10/22/2024 Offer Letter). Nonetheless, in the months following signing, Kpler has not entered into a final agreement on renegotiated terms, and has pointed to the lack of a finally executed agreement as a reason to delay the closing. The fact that Kpler has not signed an agreement with Supplier in no way prevents Kpler from honoring its obligations under the SPA. Kpler did not make a successful renegotiation of the Supplier Agreement a condition to closing. And, in any event, Spire understands that Kpler and Supplier have since concluded renegotiations and Supplier is ready to sign an acceptable revised agreement. Thus, there is no impediment to closing from the fact that Kpler has not yet signed a renegotiated Supplier Agreement.
.
.
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does not preclude a closing under the SPA. The representation in Section 3.10(b) regarding “Material Contracts” applies only if Spire or its applicable subsidiary “is” in material breach or material default, or “would be” in material breach or material default of such a contract given notice or absent cure. Ex. 1 (SPA)
§ 3.10(b).
In addition, the representation in Section 3.10(b) regarding any unresolved written notice of material default or a third-party’s intention to terminate a “Material Contract” applies only as of the date of the SPA, i.e., November 13, 2024.
In any event, an inaccuracy in a representation does not result in a failure of the closing condition in Section 8.1 unless the inaccuracy would constitute an MAE.
Business in the future. Moreover, the MAE definition expressly excludes “any
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adverse effect resulting directly or indirectly from the announcement, execution or delivery of the Agreement or the pendency or consummation of the Transactions, including any disruption in (or loss of) supplier, service provider, partner or similar relationships or any loss of employees.” Id.
, is exactly the type of post-announcement event that is exempted from the MAE definition.
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The SPA is clear that Kpler’s consent to a settlement or compromise agreement “shall not be unreasonably withheld, conditioned or delayed.” Id. § 6.3.
Moreover, raising potential hurdles to closing and then scuttling its resolution is precisely the type of action by Kpler that does not and cannot give rise to an MAE. To the extent the pendency of this dispute constitutes an adverse effect, it has resulted “directly or indirectly from any breach by [Kpler] of any provision of this Agreement or the taking of any other action by [Kpler]” and is therefore not an MAE. Id. Kpler’s attempt to nonetheless use
as an excuse to avoid closing is meritless.
B. The Pending Does Not Prevent a Closing
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on January 24, 2025—after closing should have and would have occurred but for Kpler’s breach. Thus, even if the presented an obstacle to closing, that obstacle did not even exist as of the time when the parties should have closed.
Only a temporary restraining order, preliminary or permanent injunction, or other order “preventing the consummation” of the transaction can result in an unmet closing condition. Id. § 8.3 (emphasis added).
Kpler is obligated to use “best efforts” and take “any and all actions” to eliminate regulatory impediments for the transaction (id. § 6.1(c); see also Ex. 2 at Schedule 6.1(c)), yet
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Kpler has instead used potential regulatory hurdles as an excuse for not consummating the closing.
Kpler has only vaguely averred that consummating the transaction
would be potentially inconsistent with the terms of the SPA without identifying any closing condition that would be unmet as a result of the
. For good reason, as no such condition exists. And while Kpler has suggested that Spire may be in breach of Section 8.3, that provision only applies to orders or injunctions issued prior to closing that prevent the parties from actually completing the closing.
Kpler has instead attempted to use the
as leverage against Spire. Kpler’s attempt to turn the
into an unmet closing condition is irreconcilable with the SPA’s terms.
would occur in the event that the Parties do not perform their obligations under the
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provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions.” Ex. 1 (SPA) § 12.13.
transforming Spire’s cost structure and operating model. Kpler’s failure to
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consummate the transaction threatens to derail this process and significantly impair Spire’s enterprise value and ability to finance its operations.
COUNT I
(Breach of Contract – Specific Performance & Injunction)
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COUNT II
(Declaratory Judgment)
Del. C. § 6501.
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PRAYER FOR RELIEF
WHEREFORE, Spire respectfully requests that the Court enter judgment and relief against Defendant, as follows:
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OF COUNSEL:
SIMPSON THACHER & BARTLETT LLP
Jonathan K. Youngwood (pro hac vice
forthcoming)
Meredith Karp (pro hac vice
forthcoming)
Jacob Lundqvist (pro hac vice
forthcoming)
Nora C. Hood (pro hac vice
forthcoming)
425 Lexington Avenue New York, NY 10017
(212) 455-2000
FAEGRE DRINKER BIDDLE & REATH LLP
/s/ Oderah C. Nwaeze Oderah C. Nwaeze (#5697) Angela Lam (#6431)
222 Delaware Avenue, Suite 1410
Wilmington, DE 19801
(302) 467-4200
oderah.nwaeze@faegredrinker.com angela.lam@faegredrinker.com
Attorneys for Plaintiff
Dated: February 10, 2025
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