Compass, Inc. Files 8-K on Asset Acquisition/Disposition

TL;DR

Compass Inc. filed an 8-K on Jan 13, 2025, for asset acquisition/disposition. Check financials.

AI Summary

On January 13, 2025, Compass, Inc. filed an 8-K report detailing the completion of an acquisition or disposition of assets. The filing also included financial statements and exhibits related to this event. Compass, Inc. is incorporated in Delaware and its principal executive offices are located at 110 Fifth Avenue, New York, NY.

Why It Matters

This filing indicates a significant corporate event for Compass, Inc., potentially involving the acquisition or sale of assets, which could impact its business operations and financial structure.

Risk Assessment

Risk Level: medium — The filing concerns a material event (acquisition/disposition of assets) that could have significant financial implications for the company.

Key Numbers

• 001-40291 — SEC File Number (Identifies the company's filings with the SEC.)
• 30-0751604 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Compass, Inc. (company) — Registrant
• January 13, 2025 (date) — Date of earliest event reported
• 110 Fifth Avenue, 4th Floor New York, New York 10011 (location) — Address of Principal Executive Offices
• Urban Compass, Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.00001 — hich Registered Class A Common Stock, $0.00001 par value per share COMP The New York S
• $150 million — o the Merger Agreement consisted of (i) $150 million (the "Cash Consideration"), subject to
• $344 m — sing Share Price"), is (i) greater than $344 million, in which case the Share Consider
• $50 million — shares in an aggregate amount of up to $50 million (determined using the Post-Closing Shar
• $6.6612 — illion (determined using the greater of $6.6612 and the Post-Closing Share Price). On

Filing Documents

• comp-20250113.htm (8-K) — 44KB
• 0001563190-25-000013.txt ( ) — 170KB
• comp-20250113.xsd (EX-101.SCH) — 2KB
• comp-20250113_lab.xml (EX-101.LAB) — 22KB
• comp-20250113_pre.xml (EX-101.PRE) — 13KB
• comp-20250113_htm.xml (XML) — 3KB

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On January 13, 2025 (the "Closing Date"), Compass, Inc. ("Compass" or the "Company") closed its previously announced merger transaction (the "Transaction") contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated November 25, 2024, by and among the Company, Compass Brokerage, LLC, Company Merger Sub, LLC, At World Properties Holdings, LLC, known as @properties Christie's International Real Estate ("Christie's International Real Estate"), At World Properties Principals Blocker, Inc. ("Principals Blocker"), At World Properties IX Blocker, Inc. ("IX Blocker"), Apple IX Blocker Merger Sub, Inc., Apple Principals Blocker Merger Sub, Inc., and Quad-C LLC, as seller representative. Pursuant to the Merger Agreement, on the Closing Date, the Company acquired all of the issued and outstanding equity securities of each of Principals Blocker, IX Blocker and Christie's International Real Estate and each of Principals Blocker, IX Blocker and Christie's International Real Estate became a wholly-owned subsidiary of the Company. The aggregate consideration ("Total Consideration") payable pursuant to the Merger Agreement consisted of (i) $150 million (the "Cash Consideration"), subject to certain customary purchase price adjustments and (ii) 44,136,191 shares of the Company's Class A common stock (the "Share Consideration"). The Share Consideration is subject to further adjustment (the "Share Consideration Adjustment") if the value of the Share Consideration on the 366th day following the Closing Date, determined using the price per share equal to the volume-weighted average price of the Company's Class A common stock for the 10-trading day period ending on the 366th day following the Closing Date (the "Post-Closing Share Price"), is (i) greater than $344 million, in which case the Share Consideration will be reduced by a number of shares in an aggregate amount of up to $50 million (det

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial statements of businesses or funds acquired. The Company intends to file the financial statements required by Item 9.01(a) by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed with respect to the closing of the Transaction. (b) Pro forma financial information. The Company intends to file the pro forma financial information relating to the Transaction required by Item 9.01(b) by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed with respect to the closing of the Transaction. (d) Exhibits. Exhibit Number Exhibit Title or Description 2.1* Agreement and Plan of Merger, dated November 25, 2024, by and among the Company, Compass Brokerage, LLC, Company Merger Sub, LLC, At World Properties Holdings, LLC, At World Properties Principals Blocker, Inc., At World Properties IX Blocker, Inc., Apple IX Blocker Merger Sub, Inc., Apple Principals Blocker Merger Sub, Inc. and Quad-C LLC (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on December 2, 2024). 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. *Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the Securities and Exchange Commission (the "SEC"). The Company agrees to furnish supplementally a copy of any omitted annexes, schedules or exhibits to the SEC upon request.

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 thereunto duly authorized. COMPASS, INC. Date: January 13, 2025 By: /s/ Kalani Reelitz Kalani Reelitz Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR