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Spire Global Inc (SPIR) shares lost more than half of their market capitalization on Wednesday after the company flagged concerns regarding the consummation of its maritime business sale to Kpler Holding SA. Wednesday’s decline is the stock’s worst single-day performance ever.
Spire Global explained in an SEC filing that the purchase price to be paid by the buyer at the closing of the transactions is a cash payment based upon an enterprise value of $233.5 million, subject to customary adjustments. The offer also includes a 12-month transition service and data provision agreement for $7.5 million.
Spire Global expected the transaction to close in the first quarter of 2025.
The company said it believes all conditions for closing contained in the Purchase Agreement have been satisfied or could be satisfied. However, despite the company’s notice to the buyer, it has failed to consummate the closing.
On Feb. 10, 2025, Spire Global filed a complaint in the Delaware Court of Chancery against the buyer seeking a grant of specific performance ordering it to satisfy its obligations under the purchase agreement and consummate the closing.
However, Spire Global said there is no assurance as to what action the Delaware Court of Chancery will take and whether or not the transactions will be consummated.
Spire Global also said it is currently in the process of restating its financial statements for the appropriate periods but does not expect to meet the Feb. 19, 2025 deadline imposed by the NYSE. The company expects to finalize the restatements by the end of February 2025 or in early March 2025.
The firm said it is also in discussions with Blue Torch for the potential refinancing of the outstanding indebtedness and/or compliance with the terms of the financing agreement but noted that there is no assurance the lenders will agree to any further forbearance, waivers, or amendments to the Financing Agreement.
Despite the firm's caution, retail investors on Stocktwits continue to be ‘extremely bullish’ on the stock (92/100).
Some Stocktwits users expressed optimism about the stock despite the current decline in price.
Spire Global shares have fallen over 30% in 2025 and are down over 10% over the past year.
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