SPSC 8-K/A
Sps Commerce Inc (SPSC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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EXPLANATORY NOTE
| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 4, 2025 (the “Closing Date”), the Company completed its previously announced transaction to acquire Carbon6 pursuant to that certain Agreement and Plan of Merger. The Company acquired Carbon6 through a combination of cash and share consideration totaling approximately $210 million, subject to customary purchase price adjustments (the “Purchase Price”). As partial payment of the Purchase Price, the Company issued to certain stockholders of Carbon6 (the “Investors”) an aggregate of 378,100 shares of the Company’s common stock (the “Common Stock Consideration”).
On the Closing Date, the Company entered into a Registration Rights and Lock-Up Agreement (the “Registration Rights Agreement”) with the Investors in substantially the same form as previously reported in the Original Form 8-K. Pursuant to the Registration Rights Agreement, the Company provided the Investors with customary registration rights with respect to the Common Stock Consideration. In addition, on the terms and subject to the conditions set forth in the Registration Rights Agreement, the Investors agreed not to sell, transfer or dispose of (i) 50% of the Common Stock Consideration during a holding period that expires 30 days after the Closing Date and (ii) the remaining 50% of the Common Stock Consideration during a holding period that expires 90 days after the Closing Date, in each case, selling no more than 20% of such Investor’s securities on any single trading day.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Registration Rights Agreement, which is attached as Exhibit 10.1 to this Amendment No. 1 and is incorporated by reference herein.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained in Item 1.01 above is incorporated herein by reference.
The issuance of the Common Stock Consideration was made in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) of the Securities Act.
| Item 7.01 | Regulation FD Disclosure. |
The information contained in Item 1.01 above is incorporated herein by reference.
On February 7, 2025, the Company issued a press release in connection with the closing of the Acquisition. A copy of the press release is furnished herewith as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Exhibit | |
| 10.1 | Registration Rights and Lock-Up Agreement, dated February 4, 2025 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on January 2, 2025). | |
| 99.1 | Press release, dated February 7, 2025 (furnished herewith). | |
| 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.
| SPS COMMERCE, INC. | ||||||
| Date: February 7, 2025 | By: | /s/ KIMBERLY NELSON | ||||
| Kimberly Nelson | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
Contact:
Investor Relations
The Blueshirt Group
Irmina Blaszczyk
Lisa Laukkanen
415-217-4962
SPS Commerce Completes Acquisition of Carbon6 Technologies
MINNEAPOLIS, Feb. 7, 2025 – SPS Commerce, Inc. (NASDAQ: SPSC), a leader in retail cloud services, today announced it has completed the acquisition of Carbon6 Technologies, Inc. (Carbon6), a provider of software tools to Amazon sellers, including specialized offerings for revenue recovery for both first-party (1P) and third-party (3P) suppliers.
“We are very excited to welcome Carbon6 employees and customers to SPS Commerce,” said Chad Collins, CEO of SPS Commerce. “Together, we believe we will deliver unmatched solutions for first-party and third-party sellers and establish SPS as a leading provider in the emerging category of revenue recovery.”
About SPS Commerce
SPS Commerce is the world’s leading retail network, connecting trading partners around the globe to optimize supply chain operations for all retail partners. We support data-driven partnerships with innovative cloud technology, customer-obsessed service, and accessible experts so our customers can focus on what they do best. Over 45,000 recurring revenue customers in retail, grocery, distribution, supply, manufacturing, and logistics are using SPS as their retail network. SPS has achieved 95 consecutive quarters of revenue growth and is headquartered in Minneapolis. For additional information, contact SPS at 866-245-8100 or visit www.spscommerce.com.
SPS COMMERCE, SPS, SPS logo and INFINITE RETAIL POWER are marks of SPS Commerce, Inc. and registered in the U.S. Patent and Trademark Office, along with other SPS marks. Such marks may also be registered or otherwise protected in other countries.
Forward-Looking Statements
This press release contains forward-looking statements, including information about management’s view of SPS Commerce’s future expectations, plans and prospects, including our views regarding financial performance expectations, future execution within our business, and the opportunity we see in the retail supply chain world within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors which may cause the results of SPS Commerce to
be materially different than those expressed or implied in such statements. Certain of these risk factors and others are included in documents SPS Commerce files with the Securities and Exchange Commission, including but not limited to, SPS Commerce’s Annual Report on Form 10-K for the year ended December 31, 2023, as well as subsequent reports filed with the Securities and Exchange Commission. Other unknown or unpredictable factors also could have material adverse effects on SPS Commerce’s future results. The forward-looking statements included in this press release are made only as of the date hereof. SPS Commerce cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, SPS Commerce expressly disclaims any intent or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
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