Global Spire actions (Truck) dropped by $ 9.89, or 50%, to $ 9.96 in morning negotiations after the company disclosed in a regulatory file earlier that KPLER HOLDING failed to conclude the closure of an agreed agreement agreed . In the file, the company said: “As indicated above, on November 13, 2024, Spire Global, Inc. concluded a share purchase agreement with KPLER HOLDING SA, a Belgian company, under which the company accepted to sell its maritime activities to the buyer and conclude certain auxiliary agreements. Maritime activity for sale in accordance with transactions does not include any part of the company’s network or satellite operations. The purchase price to pay by the buyer to the company at the closure of transactions is a cash payment based on a business value of $ 233.5 million, subject to usual adjustments. The offer also includes a twelve month transition service and a data supply agreement for $ 7.5 million. The purchase agreement provides that the closure of transactions is subject to the satisfaction or renunciation of certain closing conditions set out in the purchase contract. The company revealed in November 2024 that it planned to close the transactions during the first quarter of 2025. The company considers that all the conditions at the closure contained in the purchase agreement have been satisfied or could be satisfied. Notwithstanding the company’s opinion to the buyer for this purpose, the buyer did not succeed in the fence. The buyer cited various reasons to refuse, which the company has rejected. There is currently no government ordinance in force by prohibiting the closure and, in the purchase agreement, the buyer has agreed to “use the best efforts and take all the necessary measures to eliminate each obstacle which is affirmed ”by relevant government entities as well as as also to allow the parties to quickly carry out transactions. The company considers that non-compliance with the buyer does not comply with the terms of the purchase agreement, which do not give the buyer the possibility of delaying the closure once all the closing conditions have been filled. Following the above, on February 10, 2025, the company filed a complaint with the Court of Chancellery of Delaware against the Buyer requesting a specific performance concession to meet his obligations under the purchase agreement And carried out the fence in accordance with the conditions of the purchase agreement. In the complaint, the company also requests a declaratory judgment declaring that the buyer has violated his obligations under the purchase agreement and is not excused to perform his obligations under the purchase agreement, Including the procedure with the fence. There is no insurance as to the action that the Court of Chancellery of Delaware will take with regard to the procedure initiated by the Company and nothing guarantees whether the transactions will be carried out or not in the terms envisaged or at all. Whether transactions are consumed or not, as needed, the company reserves all its rights under the purchase and equity law and equity agreement, including the right to request damages and other appeals to the ‘buyer. The amount of damage that may be requested or obtained from the buyer cannot be determined at the moment. »»
