Allbirds to be Acquired by TerraMar Capital Affiliate

TL;DR

Allbirds is going private in a deal with TerraMar Capital, expected to close Q4 2024.

AI Summary

Allbirds, Inc. announced on August 12, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of TerraMar Capital, LLC. The transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions. This acquisition will result in Allbirds, Inc. becoming a privately held company.

Why It Matters

This acquisition marks a significant shift for Allbirds, moving from a public entity to private ownership, which could impact its strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, and the transition to private ownership may introduce new risks and uncertainties.

Key Players & Entities

• Allbirds, Inc. (company) — Registrant
• TerraMar Capital, LLC (company) — Acquiring entity's affiliate
• August 12, 2024 (date) — Date of definitive agreement
• Fourth quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A common stock, $0.0001 par value BIRD The Nasdaq Stock Market

Filing Documents

• bird-20240812.htm (8-K) — 37KB
• allbirdsappointmentpressre.htm (EX-99) — 8KB
• 0001653909-24-000061.txt ( ) — 173KB
• bird-20240812.xsd (EX-101.SCH) — 2KB
• bird-20240812_lab.xml (EX-101.LAB) — 22KB
• bird-20240812_pre.xml (EX-101.PRE) — 13KB
• bird-20240812_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On August 13, 2024, the Company held a Special Meeting of Stockholders (the "Special Meeting"). At the Special Meeting, the Company's stockholders voted on the two proposals set forth below. A more detailed description of each proposal is set forth in the Company's definitive Proxy Statement filed with the Securities and Exchange Commission on June 28, 2024. Proposal No. 1: Approval of an amendment to the Company's Ninth Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company's outstanding shares of class A common stock and class B common stock, at a ratio, ranging from one-for-ten (1:10) to one-for-fifty (1:50), with the exact ratio to be set within that range at the discretion of the Company's Board of Directors (the "Reverse Stock Split Proposal"). Votes For Votes Against Abstained 558,376,252 5,477,109 196,179 Proposal No. 2: Approval of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Reverse Stock Split Proposal. Votes For Votes Against Abstained 559,538,402 4,016,093 495,045 Based on the foregoing votes, Proposals 1 and 2 were approved.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. A copy of the press release announcing Mr. Thanawala's appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release, dated August 15, 2024 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Allbirds, Inc. Dated: August 15, 2024 By: /s/ Joseph Vernachio Joseph Vernachio Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR