Spire Global Stock Plunges After Kpler Deal Collapse

Shares of Spire Global (SPIR) plummeted by 50% in morning trading on February 13, 2025, following the company's disclosure that Kpler Holding has failed to consummate the closing of an agreed-upon deal. In a regulatory filing, Spire Global stated that Kpler has cited various reasons for declining to close the transaction, which the company has rejected. Spire Global believes that all conditions to closing have been satisfied or could be satisfied, and that Kpler's failure to close is not consistent with the terms of the purchase agreement.

Spire Global entered into a Share Purchase Agreement with Kpler Holding SA on November 13, 2024, 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 the 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.



Spire Global disclosed in November 2024 that it anticipated closing the transactions during the first quarter of 2025. However, Kpler has failed to consummate the closing, and Spire Global has filed a complaint in the Delaware Court of Chancery against Kpler, seeking a grant of specific performance ordering Kpler to satisfy its obligations under the Purchase Agreement and consummate the closing in accordance with the terms of the purchase agreement. In the complaint, Spire Global also requests a declaratory judgment declaring that Kpler has breached its obligations under the purchase agreement and is not excused from performing its obligations under the 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 Spire Global, 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, Spire Global reserves all of its rights under the purchase agreement and in law and equity, including the right to seek damages and other remedies from Kpler. The amount of any damages which may be sought or obtained from Kpler cannot be determined at this time.

Spire Global's decision to file a complaint in the Delaware Court of Chancery increases the pressure on Kpler to close the deal but introduces additional uncertainty and risk. The potential outcomes from this legal action range from Kpler being forced to close the deal, to Spire Global pursuing damages, to Spire Global facing financial difficulties if the deal is not consummated. If the deal with Kpler Holding is not consummated, Spire Global faces significant financial implications, including the potential breach of loan agreements, the need to seek new financing, and the risk of not being able to continue operating as a going concern. This would have a significant impact on the company's financial stability and could have serious consequences for its shareholders.