Spire Sues Kpler to Complete Maritime Acquisition and Warns of Debt Trouble

Spire Global reported it has filed a lawsuit against Kpler for a failure to close the acquisition of its maritime group while also warning shareholders of potential debt problems if the deal is not completed. The suit was filed in the Delaware Court of Chancery requesting a declaratory judgment that Kpler breached its obligation and to proceed with the closing of the acquisition.

Kpler, a data and analytics platform, agreed to acquire Spire Maritime, a provider of satellite-powered data for real-time global vessel tracking, from Spire Global with a cash payment based upon an enterprise value of $233.5 million plus an additional $7.5 million for a 12-month transition service and data provision agreement. At the time, Kpler said the acquisition would improve its satellite AIS offering, significantly enhancing real-time visibility and analytics for the maritime and commodity markets. It was the third acquisition for Kpler following the 2023 deals for FleetMon and MarineTraffic.

Spire Maritime built its niche with real-time capabilities drawing from the proprietary satellites enhanced with analytics. Spire emphasizes that the deal does not include any part of the company’s satellite network or operations. 

“The company believes all the conditions to closing contained in the purchase agreement have been satisfied,” Spire Global reports. It asserts that the “buyer has failed to consummate the closing.” Spire says it believes the failure to close is not consistent with the terms of the agreement which did not give an option to delay closing once all the conditions had been met.

“Buyer (Kpler) has cited various reasons for declining to close which the company (Spire Global) has rejected,” it writes in the filing. The case was filed on February 10 but Spire warns that there is no assurance that the transaction “will be consummated on the terms contemplated or at all.”

Spire Global had told shareholders it would use the proceeds to repay its debt. The strategy calls for focusing on its satellite network, technology, and infrastructure that serves the aviation, weather, and space services sectors.

Before entering into the purchase agreement with Kpler, Spire Global had also entered into a forbearance agreement with Blue Torch Finance so that its lenders would not exercise rights and remedies with respect to certain events of default. The forbearance expired on December 24, 2024, with Spire warning that the leaders have the right to accelerate and declare its debt due and payable.

“If the transactions do not close, the company will not have sufficient cash to repay the balance of the loans outstanding,” warns Spire Global. The finance agreement was due to mature on June 13, 2026.

Given the delay in the closing with Kpler, Spire Global tells investors it intends to seek additional equity or debt financing.

The company is also in discussions with the New York Stock Exchange after having failed to file its financial report for the quarter ended June 30, 2024. Spire Global explains it is in the process of restating its financial results for the 2022 and 2023 years and this is delaying the financial reports. The NYSE set February 19 as the deadline but Spire Global warns working with its outside accountants it does not expect to finalize the restatements until the end of February or in early March. Spire is discussing an extension with the NYSE until March 31 for the filing for the June 30, 2024 quarter.