Climb Global Solutions Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

Subsequent Events	9 Months Ended
Sep. 30, 2023
Subsequent Events
Subsequent Events	18. Subsequent Events: Acquisition of Data Solutions Holdings Limited On October 6, 2023, Climb Global Solutions Holdings UK Limited (“Buyer”), a private limited company under the laws of England and Wales and a wholly-owned subsidiary of the Company, entered into the Share Purchase Agreement by and among Michael O’Hara, Francis O’Haire, Roberta McCrossan, David Keating, Alan Smyth and Brian Davis, as sellers (collectively, “Sellers”), Buyer and the Company (as guarantor) (the “SPA”). Pursuant to the SPA, on October 6, 2023, Buyer, among other things, purchased the entire share capital of Data Solutions Holdings Limited, a private limited company under the laws of Ireland, from Sellers for an aggregate purchase price of €15.4 million (equivalent to $16.3 million USD), subject to certain working capital and other adjustments, plus a potential post-closing earn-out. The Company has guaranteed certain obligations of the Buyer under the SPA, including the potential post-closing earn-out. The SPA contains customary Irish warranties and covenants and customary indemnification obligations of Sellers, subject to certain limitations and insurance caps.

Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events

Subsequent Events

18. Subsequent Events:

Acquisition of Data Solutions Holdings Limited

On October 6, 2023, Climb Global Solutions Holdings UK Limited (“Buyer”), a private limited company under the laws of England and Wales and a wholly-owned subsidiary of the Company, entered into the Share Purchase Agreement by and among Michael O’Hara, Francis O’Haire, Roberta McCrossan, David Keating, Alan Smyth and Brian Davis, as sellers (collectively, “Sellers”), Buyer and the Company (as guarantor) (the “SPA”).

Pursuant to the SPA, on October 6, 2023, Buyer, among other things, purchased the entire share capital of Data Solutions Holdings Limited, a private limited company under the laws of Ireland, from Sellers for an aggregate purchase price of €15.4 million (equivalent to $16.3 million USD), subject to certain working capital and other adjustments, plus a potential post-closing earn-out. The Company has guaranteed certain obligations of the Buyer under the SPA, including the potential post-closing earn-out.

The SPA contains customary Irish warranties and covenants and customary indemnification obligations of Sellers, subject to certain limitations and insurance caps.