CuriosityStream Terminates Merger with New Mountain Capital
Ticker: CURI · Form: 8-K · Filed: Jun 11, 2024 · CIK: 1776909
Sentiment: neutral
Topics: merger-termination, acquisition-deal-break
Related Tickers: CURI
TL;DR
CuriosityStream's merger with New Mountain Capital is OFF. Deal terminated 6/10.
AI Summary
On June 10, 2024, CuriosityStream Inc. filed an 8-K report detailing the termination of its previously announced merger agreement with New Mountain Capital, LLC. The termination was effective immediately, and the company stated that the decision was made by New Mountain Capital, LLC.
Why It Matters
This termination signifies a significant shift in CuriosityStream's strategic direction and potential future ownership, impacting its growth prospects and market position.
Risk Assessment
Risk Level: medium — The termination of a significant merger agreement introduces uncertainty regarding the company's future strategy and financial stability.
Key Players & Entities
- CuriosityStream Inc. (company) — Issuer
- New Mountain Capital, LLC (company) — Party to merger agreement
- June 10, 2024 (date) — Date of event
FAQ
What was the reason for the termination of the merger agreement?
The filing states that the termination was made by New Mountain Capital, LLC, implying their decision to end the agreement.
When was the merger agreement terminated?
The merger agreement was terminated effective June 10, 2024.
Who is the other party involved in the terminated merger agreement?
The other party involved was New Mountain Capital, LLC.
What type of filing is this report?
This is a Form 8-K, a current report filed with the SEC.
What was the previous status of the agreement between CuriosityStream and New Mountain Capital?
Previously, there was an announced merger agreement between CuriosityStream Inc. and New Mountain Capital, LLC.
Filing Stats: 1,093 words · 4 min read · ~4 pages · Grade level 14.2 · Accepted 2024-06-11 12:28:20
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 CURI NASDAQ Warrants, each exercisable
- $11.50 — of Common stock at an exercise price of $11.50 per share CURIW NASDAQ Indicate by ch
- $4 million — ed a share repurchase program for up to $4 million of the currently outstanding shares of
Filing Documents
- curi-20240610.htm (8-K) — 33KB
- sharerepurchaseannouncement.htm (EX-99.1) — 9KB
- curilogojpeg.jpg (GRAPHIC) — 125KB
- 0001628280-24-027622.txt ( ) — 396KB
- curi-20240610.xsd (EX-101.SCH) — 3KB
- curi-20240610_def.xml (EX-101.DEF) — 17KB
- curi-20240610_lab.xml (EX-101.LAB) — 31KB
- curi-20240610_pre.xml (EX-101.PRE) — 18KB
- curi-20240610_htm.xml (XML) — 4KB
01 Other Events
Item 8.01 Other Events On June 10, 2024, the Board of Directors (the "Board") of CuriosityStream, Inc. (the "Company") authorized and approved a share repurchase program for up to $4 million of the currently outstanding shares of the Company's common stock. Under the stock repurchase program, the Company intends to repurchase shares through open market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including through the use of Rule 10b5-1 trading plans. The Company cannot predict when or if it will repurchase any shares of common stock as such stock repurchase program will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. This program does not obligate the Company to acquire any particular amount of common stock. The program has no expiration date and may be modified, suspended or discontinued at any time at the Company's discretion. Information regarding share repurchases will be available in the Company's periodic reports on Form 10-Q and 10-K filed with the SEC as required by the applicable rules of the Exchange Act. A copy of the press release announcing the approval of the share repurchase program is filed as Exhibit 99.1 to this report and is incorporated herein by reference. Cautionary Statements Regarding Forward-Looking Information Certain statements in this report may be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, the Company's plans to repurchase shares of its common stock. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operatio
01 Financial Statement and Exhibits
Item 9.01 Financial Statement and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release Announcing Share Repurchase Program, Dated June 11, 2024 104 Cover Page Interactive Data File (embedded within the inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized. CURIOSITYSTREAM INC. Date: June 11, 2024 /s/ Tia Cudahy Tia Cudahy Chief Operating Officer and General Counsel