Form 8-K/A - Current report: [Amend]

SPS COMMERCE INC true 0001092699 0001092699 2024-12-30 2024-12-30

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

December 30, 2024

Date of report (Date of earliest event reported)

 

 

SPS COMMERCE, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware		001-34702		41-2015127
(State of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

333 South Seventh Street, Suite 1000 Minneapolis, Minnesota		55402
(Address of Principal Executive Offices)		(Zip Code)

[phone]

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.001 per share		SPSC		The Nasdaq Stock Market LLC (Nasdaq Global Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

 

 

 

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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.

 

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Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Exhibit
10.1		Registration Rights and Lock-Up Agreement, dated February 4, 2025 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on January 2, 2025).
99.1		Press release, dated February 7, 2025 (furnished herewith).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				SPS COMMERCE, INC.
Date: February 7, 2025				By:		/s/ KIMBERLY NELSON
						Kimberly Nelson
						Executive Vice President and Chief Financial Officer

Exhibit 99.1

Contact:

Investor Relations

The Blueshirt Group

Irmina Blaszczyk

Lisa Laukkanen

[e-mail]

415-217-4962

SPS Commerce Completes Acquisition of Carbon6 Technologies

MINNEAPOLIS, Feb. 7, 2025 – SPS Commerce, Inc. (NASDAQ: SPSC), a leader in retail cloud services, today announced it has completed the acquisition of Carbon6 Technologies, Inc. (Carbon6), a provider of software tools to Amazon sellers, including specialized offerings for revenue recovery for both first-party (1P) and third-party (3P) suppliers.

“We are very excited to welcome Carbon6 employees and customers to SPS Commerce,” said Chad Collins, CEO of SPS Commerce. “Together, we believe we will deliver unmatched solutions for first-party and third-party sellers and establish SPS as a leading provider in the emerging category of revenue recovery.”

About SPS Commerce

SPS Commerce is the world’s leading retail network, connecting trading partners around the globe to optimize supply chain operations for all retail partners. We support data-driven partnerships with innovative cloud technology, customer-obsessed service, and accessible experts so our customers can focus on what they do best. Over 45,000 recurring revenue customers in retail, grocery, distribution, supply, manufacturing, and logistics are using SPS as their retail network. SPS has achieved 95 consecutive quarters of revenue growth and is headquartered in Minneapolis. For additional information, contact SPS at 866-245-8100 or visit www.spscommerce.com.

SPS COMMERCE, SPS, SPS logo and INFINITE RETAIL POWER are marks of SPS Commerce, Inc. and registered in the U.S. Patent and Trademark Office, along with other SPS marks. Such marks may also be registered or otherwise protected in other countries.

Forward-Looking Statements

This press release contains forward-looking statements, including information about management’s view of SPS Commerce’s future expectations, plans and prospects, including our views regarding financial performance expectations, future execution within our business, and the opportunity we see in the retail supply chain world within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors which may cause the results of SPS Commerce to

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be materially different than those expressed or implied in such statements. Certain of these risk factors and others are included in documents SPS Commerce files with the Securities and Exchange Commission, including but not limited to, SPS Commerce’s Annual Report on Form 10-K for the year ended December 31, 2023, as well as subsequent reports filed with the Securities and Exchange Commission. Other unknown or unpredictable factors also could have material adverse effects on SPS Commerce’s future results. The forward-looking statements included in this press release are made only as of the date hereof. SPS Commerce cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, SPS Commerce expressly disclaims any intent or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

SPS-F

Document and Entity Information	Dec. 30, 2024
Cover [Abstract]
Entity Registrant Name	SPS COMMERCE INC
Amendment Flag	true
Entity Central Index Key	0001092699
Document Type	8-K/A
Document Period End Date	Dec. 30, 2024
Entity Incorporation State Country Code	DE
Entity File Number	001-34702
Entity Tax Identification Number	41-2015127
Entity Address, Address Line One	333 South Seventh Street
Entity Address, Address Line Two	Suite 1000
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55402
City Area Code	(612)
Local Phone Number	435-9400
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, par value $0.001 per share
Trading Symbol	SPSC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Description	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.

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