Highwire Capital Amends SPAR Group Stake Filing

TL;DR

Highwire Capital updated its SPAR Group filing, watch for ownership changes.

AI Summary

Highwire Capital, LLC, through Benjamin D. Hudson, has filed an amendment (Amendment No. 1) to its Schedule 13D for SPAR Group, Inc. on November 8, 2024. This filing indicates a change in beneficial ownership of SPAR Group's common stock. The filing does not disclose specific share counts or dollar amounts but signifies an update to Highwire Capital's stake.

Why It Matters

This amendment signals a potential shift in the ownership structure or strategy of SPAR Group, Inc., which could influence its stock performance and corporate direction.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often precede significant corporate actions or shifts in control, warranting close monitoring.

Key Players & Entities

• Highwire Capital, LLC (company) — Filing entity
• Benjamin D. Hudson (person) — Filing entity representative
• SPAR Group, Inc. (company) — Subject company
• Robert Anthony Wilson (person) — Group member

FAQ

Key Financial Figures

• $0.01 — Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class o
• $133.0 million — rdquo;) have committed to provide up to $133.0 million of senior secured credit facilities on

Filing Documents

• tm2427882d1_sc13da.htm (SC 13D/A) — 53KB
• tm2427882d1_ex1.htm (EX-1) — 47KB
• tm2427882d1_ex-1img001.jpg (GRAPHIC) — 9KB
• 0001104659-24-115853.txt ( ) — 115KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration The information set forth in Item 4 is incorporated by reference herein. Highwire has obtained a debt financing commitment, the proceeds of which will be sufficient for Highwire to consummate the transactions contemplated by the Merger Agreement. Parties affiliated with CAP Services, LLC (the “ Capital Platform ”) have committed to provide up to $133.0 million of senior secured credit facilities on the terms and subject to the conditions set forth in an Amended and Restated Commitment Letter, dated as of November 6, 2024, and to be contained in definitive documentation to be entered into as contemplated thereby. A copy of such Amended and Restated Commitment Letter is filed as an exhibit to this Amendment No. 1 and supersedes the Debt Commitment Letter dated August 22, 2024 that was filed as an exhibit to the Initial Schedule 13D. The obligations of the Capital Platform to provide debt financing under the Amended and Restated Commitment Letter are subject to a number of customary conditions.

Purpose of Transaction

Item 4. Purpose of Transaction As a result of the Merger, Merger Sub will merge with and into the Issuer and the Issuer will become a wholly owned subsidiary of Highwire. At a special meeting of stockholders of the Issuer on October 25, 2024, the Merger Agreement was approved and adopted, and the Merger was approved, by a majority of the shares of Common Stock of the Issuer outstanding and entitled to vote thereon as of the record date. William H. Bartels, Highwire’s counterparty to the Voting Agreement, voted all shares of Common Stock owned by him in favor of the Merger at the special meeting of stockholders.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a), (b) Beneficial ownership of shares of Common Stock by the Reporting Persons was reported in the Initial Schedule 13D solely because Highwire could have been deemed to have beneficial ownership of 4,747,337 shares of Common Stock beneficially owned by the Stockholder as a result of certain provisions contained in the Voting Agreement. Each of Wilson and Hudson, in his capacity as a Managing Partner of Highwire, had the ability to direct the actions of Highwire under and related to the Voting Agreement and therefore could have been deemed indirectly to beneficially own such shares of Common Stock. The Voting Agreement terminated by its terms on November 8, 2024, and the Reporting Persons do not currently beneficially own any shares of Common Stock. To the knowledge of the Reporting Persons, none of the persons named in Schedule A to the Initial Schedule 13D beneficially owns any shares of Common Stock. 5 (c) Except as set forth in this Amendment No. 1, no transactions in the Common Stock have been effected during the past 60 days by any Reporting Person or, to the knowledge of the Reporting Persons, by any person named in Schedule A to the Initial Schedule 13D. (d) Not applicable. (e) November 8, 2024.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The information set forth in Items 3 and 4 of this Amendment No. 1 is hereby incorporated by reference into this Item 6.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits Exhibit 1 Amended and Restated Commitment Letter, dated as of November 6, 2024, by and among Highwire Capital, LLC, Highwire Merger Co. I, Inc. and CAP Services, LLC d/b/a Capital Platform. Exhibit 2 Joint Filing Agreement Pursuant to Rule 13d-1(k) (incorporated by reference to Exhibit 4 to the Initial Schedule 13D). 6 SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned persons, such persons certify that the information set forth in this statement is true, complete and correct. Dated as of November 8, 2024. /s/ Robert Anthony Wilson Robert Anthony Wilson /s/ Benjamin D. Hudson Benjamin David Hudson HIGHWIRE CAPITAL, LLC By: /s/ Benjamin D. Hudson Name: Benjamin D. Hudson Title: Managing Partner and Chief Financial Officer Attention —Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

View Full Filing

View this SC 13D/A filing on SEC EDGAR