Spire Global has filed a complaint in the Delaware Court of Chancery against Kpler Holding, seeking to enforce the closing of its previously agreed sale of Spire’s maritime business, announced in November 2024 at a price of approximately $241 million.
Spire claims that all closing conditions have been met, but Kpler has failed to complete the transaction despite prior commitments to make its “best efforts” to satisfy all regulatory requirements. According to the filing there are no governmental orders preventing the deal from closing, and Spire says that Kpler’s failure to proceed is inconsistent with the agreed terms.
Spire’s lawsuit requests that the court compels Kpler to complete the sale and confirm that Kpler has breached its contractual obligations. The company says that it may also pursue damages if the transaction is not completed.
The proceeds from the sale of Spire’s maritime business were intended to repay the company’s outstanding debt under its financing agreement with Blue Torch Finance. Having entered into a forbearance agreement with Blue Torch in November last year that expired on December 24, 2024, Blue Torch now has the right to accelerate repayment.
At the end of the year Spire held approximately $19 million in cash and equivalents, and it notes that if the sale does not close it may not have sufficient funds to repay its debt in full. Consequently, the company is now exploring options for additional equity or debt financing and potential amendments to its financing agreement but warns there is no assurance these efforts will succeed.
“(T)here is substantial doubt about the Company’s ability to continue as a going concern for a period of at least 12 months from the date of this filing,” the company said in a statement to the US SEC earlier this week.
