Acquisition Stock Purchase Agreement ("SPA") |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Business Combination [Abstract] | |
| Acquisition Stock Purchase Agreement ("SPA") | Note 13: Acquisition Stock Purchase Agreement ("SPA") The Company has entered into an SPA dated May 8, 2026 to acquire 100% of the outstanding shares of capital stock of Archenia, Inc. from the Archenia stockholders for a base consideration consisting of an aggregate of $10.0 million in convertible promissory notes to be issued to the sellers, with interest at 6%, payable in three equal tranches on the 12-, 18- and 24-month anniversaries of the closing date of the transaction. Principal and interest under the notes would be convertible in whole or in part into shares of Marchex’s Class B common stock at $1.80 per share. In addition, for each of the first and second 12-month periods following the closing date, to the extent (1) Archenia’s revenue or Adjusted EBITDA exceed such amounts for the 12-month period prior to the closing date, and (2) Archenia achieves certain specified integration or customer retention targets, Marchex will issue to the sellers an aggregate of 2.0 million shares of its Class B common stock for each such period. The SPA contains customary representations, warranties and covenants, termination rights, as well as indemnification provisions subject to specified limitations. The completion of the transaction is subject to certain closing conditions, including the receipt of approval of a majority of the Company’s stockholders disinterested in the transaction. A special committee of Marchex’s Board of Directors, consisting solely of independent directors, has approved Marchex entering into the SPA because certain of the sellers are related parties. In considering the SPA, the special committee retained Craig-Hallum Capital Group LLC as financial advisor, which provided a fairness opinion with respect to the purchase price. DLA Piper LLP (US) served as independent legal counsel to the special committee. Subject to receiving the requisite stockholder approval and satisfaction of other closing conditions, the Company expects the transaction to close early in the third quarter of 2026. |