16. Subsequent Events

Potential Going Private Transaction

As previously announced, on  August 30, 2024, the Corporation entered into an Agreement and Plan of Merger (the "Merger Agreement"), with Highwire Capital, LLC, a Texas limited liability company ("Highwire"), and Highwire Merger Co. I, Inc., a Delaware corporation and a wholly owned subsidiary of Highwire ("Merger Sub"), pursuant to which Highwire will acquire all of the stock of the Corporation for $2.50 per fully diluted share in cash, representing an aggregate purchase price of $58,000,000 (subject to certain adjustments) (the “Merger Consideration”), upon the closing of the Merger Agreement and the transactions contemplated thereby (“Merger Transaction”).

The board of directors of the Corporation (the "Board") established a special committee (the "Special Committee") to, among other things, evaluate the advisability and fairness of strategic alternatives to the Corporation and its stockholders (including unaffiliated stockholders of the Corporation). The Special Committee eventually received, negotiated and approved the letter of intent from Highwire previously announced on  June 5, 2024, which led to the negotiation of the Merger Agreement.

The Special Committee and the Board approved the execution, delivery and performance by the Corporation of the Merger Transaction. The SGRP stockholders approved the Merger Transaction on  October 25, 2024. 

The parties to the Merger Agreement are working to finalize the closing of the Merger Transaction. The Merger Agreement currently allows until May 30, 2025, to close the Merger Transaction. If the Corporation terminates the Merger Agreement because all closing conditions are satisfied and Highwire fails to close within five business days following written confirmation from the Corporation that it is prepared to close, then Highwire shall pay to the Corporation a termination fee of 3% of the Merger Consideration.

SPAR Group, Inc. and Subsidiaries 
Notes to Consolidated Financial Statements (continued)