Item 1.01 Entry into a Material Definitive Agreement.
On October 6, 2023, Climb Global Solutions Holdings UK Limited (“Buyer”), a private limited company under the laws of England and Wales and a wholly-owned subsidiary of Climb Global Solutions, Inc., a Delaware corporation (the “Company”), entered into a Share Purchase Agreement by and among Michael O’Hara, Francis O’Haire, Roberta McCrossan, David Keating, Alan Smyth and Brian Davis, as sellers (collectively, “Sellers”), Buyer and the Company (as guarantor) (the “SPA”).
Pursuant to the SPA, on October 6, 2023, Buyer, among other things, purchased the entire share capital of Data Solutions Holdings Limited, a private limited company under the laws of Ireland, (the “Data Solutions Acquisition”) from Seller for an aggregate purchase price of €15,447,136 (subject to certain working capital and other adjustments) plus a potential post-closing earn-out. The Company has guaranteed certain obligations of the Buyer under the SPA, including the potential post-closing earn-out.
The SPA contains customary Irish warranties and covenants and customary indemnification obligations of Seller, subject to certain limitations and insurance caps.
The foregoing is qualified entirely by the complete terms of the SPA, filed herewith as Exhibit 2.1 and incorporated herein by this reference.
Item 2.01 Completion of an Acquisition or Disposition of Assets.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 7.01 Regulation FD Disclosure.
On October 9, 2023, the Company issued a press release announcing the Data Solutions Acquisition. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This information provided under this Item 7.01 is “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| |
2.1* | Share Purchase Agreement, dated October 6, 2023, by and among Michael O’Hara, Francis O’Haire, Roberta McCrossan, David Keating, Alan Smyth and Brian Davis, as sellers, and Climb Global Solutions Holdings UK Limited, and Climb Global Solutions, Inc., as guarantor. |
| |
99.1 | Press release of Climb Global Solutions, Inc., dated October 9, 2023. |
| |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* Certain schedules to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of all omitted schedules to the SEC upon its request. Portions of this exhibit have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the Exhibits to the SEC upon its request.
