Item 1.01.
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Entry into a Material Definitive Agreement.
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Arrangement Agreement
On September 13, 2021, Spire Global, Inc., a Delaware corporation (the “Company” or “Spire”), exactEarth Ltd., a Canadian corporation (the “Target” or “exactEarth”), and Spire Global Canada Acquisition Corp., an indirect wholly owned subsidiary of Spire in the province of British Columbia, Canada (“Canadian Sub”), entered into an Arrangement Agreement (the “Arrangement Agreement”) and Plan of Arrangement under the Canada Business Corporations Act (the “Plan of Arrangement”).
Pursuant to the terms of the Arrangement Agreement, among other things, Target will become a wholly owned subsidiary of Spire (the “Arrangement”). The Arrangement will become effective following the satisfaction of the conditions contemplated by the Arrangement Agreement and the issuance of a certificate of arrangement in accordance with the Arrangement Agreement and the Plan of Arrangement (the effective time of the completion of the transactions set forth in the Plan of Arrangement, being referred to herein as the “Effective Time”).
Pursuant to the terms of the Arrangement Agreement, and subject to the terms and conditions set forth therein, at the Effective Time, each common share in the capital of Target issued and outstanding immediately prior to the Effective Time and any Net Option Surrender Shares and RSU Surrender Shares issued to holders of Company Options and RSUs (each, as defined in the Plan of Arrangement), respectively, shall be deemed to be assigned and transferred by the holder thereof to the Canadian Sub in exchange for a combination of:
(A) C$2.50009 in cash, without interest, plus
(B) 0.1 of a validly issued, fully paid and nonassessable share of the Class A common stock of the Company.
Additionally, each DSU (as defined in the Plan of Arrangement) of the Target will be settled in cash (collectively with (A) and (B), the “Arrangement Consideration”).
The boards of directors of the Company and the Target have unanimously approved the Arrangement and the Arrangement Agreement.
Details on the Arrangement
The transaction will be carried out by way of the Plan of Arrangement. On completion of the Arrangement, the former shareholders of the Target will hold approximately 3.8% of Spire’s Class A common stock.
The directors, officers and certain shareholders of the Target, collectively holding approximately 60% of the Target’s outstanding common shares, have entered into voting support agreements with Canadian Sub, pursuant to which they have agreed to support and vote in favor of the transaction.