EXPLANATORY NOTE
On January 2, 2025, SPS Commerce, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) with the U.S. Securities and Exchange Commission to report its agreement to issue unregistered shares of its common stock as partial payment for its acquisition (the “Acquisition”) of Carbon6 Technologies, Inc., a Delaware corporation (“Carbon6”) at the closing of the Acquisition. The number of shares to be issued was unknown at the time of the filing of the Original Form 8-K and the Company is filing this Amendment No. 1 to the Original Form 8-K (this “Amendment No. 1”) to report the closing of the Acquisition, the entry into the Registration Rights Agreement (as defined below), and the number of shares of its common stock issued in connection with the closing. The information in this Amendment No. 1 supplements, and does not change, the information contained in the Original Form 8-K.
| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 4, 2025 (the “Closing Date”), the Company completed its previously announced transaction to acquire Carbon6 pursuant to that certain Agreement and Plan of Merger. The Company acquired Carbon6 through a combination of cash and share consideration totaling approximately $210 million, subject to customary purchase price adjustments (the “Purchase Price”). As partial payment of the Purchase Price, the Company issued to certain stockholders of Carbon6 (the “Investors”) an aggregate of 378,100 shares of the Company’s common stock (the “Common Stock Consideration”).
On the Closing Date, the Company entered into a Registration Rights and Lock-Up Agreement (the “Registration Rights Agreement”) with the Investors in substantially the same form as previously reported in the Original Form 8-K. Pursuant to the Registration Rights Agreement, the Company provided the Investors with customary registration rights with respect to the Common Stock Consideration. In addition, on the terms and subject to the conditions set forth in the Registration Rights Agreement, the Investors agreed not to sell, transfer or dispose of (i) 50% of the Common Stock Consideration during a holding period that expires 30 days after the Closing Date and (ii) the remaining 50% of the Common Stock Consideration during a holding period that expires 90 days after the Closing Date, in each case, selling no more than 20% of such Investor’s securities on any single trading day.
The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Registration Rights Agreement, which is attached as Exhibit 10.1 to this Amendment No. 1 and is incorporated by reference herein.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained in Item 1.01 above is incorporated herein by reference.
The issuance of the Common Stock Consideration was made in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) of the Securities Act.
| Item 7.01 | Regulation FD Disclosure. |
The information contained in Item 1.01 above is incorporated herein by reference.
On February 7, 2025, the Company issued a press release in connection with the closing of the Acquisition. A copy of the press release is furnished herewith as Exhibit 99.1.
