Amendment: Compass Inc. filed SEC Form 8-K: Financial Statements and Exhibits
$COMP
EDP Services
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 28, 2025 (January 13, 2025 )
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: (212) 913-9058
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Introductory Note | |||||
On January 13, 2025 (the “Closing Date”), Compass, Inc. (“Compass” or the “Company”) closed its previously announced merger transaction (the “Transaction”) contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated November 25, 2024, by and among the Company, Compass Brokerage, LLC, Company Merger Sub, LLC, At World Properties Holdings, LLC, known as @properties Christie’s International Real Estate (“Christie’s International Real Estate”), At World Properties Principals Blocker, Inc. (“Principals Blocker”), At World Properties IX Blocker, Inc. (“IX Blocker”), Apple IX Blocker Merger Sub, Inc., Apple Principals Blocker Merger Sub, Inc., and Quad-C LLC, as seller representative. Pursuant to the Merger Agreement, on the Closing Date, the Company acquired all of the issued and outstanding equity securities of each of Principals Blocker, IX Blocker and Christie’s International Real Estate and each of Principals Blocker, IX Blocker and Christie’s International Real Estate became a wholly-owned subsidiary of the Company.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(a) Financial Statements of Business Acquired.
The audited consolidated financial statements of At World Properties Holdings, LLC, as of and for the year ended December 31, 2023, are included as Exhibit 99.1 to this Form 8-K/A. The unaudited condensed consolidated financial statements of At World Properties Holdings, LLC, as of and for the nine months ended September 30, 2024, are included as Exhibit 99.2 to this Form 8-K/A.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet for Compass, Inc. and At World Properties Holdings, LLC, as of September 30, 2024, and unaudited pro forma condensed combined statements of operations for Compass, Inc. and At World Properties Holdings, LLC for the nine months ended September 30, 2024 and the year ended December 31, 2023 are included as Exhibit 99.3 to this Form 8-K/A.
(d) Exhibits.
Exhibit Number | Exhibit Title or Description | ||||||||||
| 23.1 | |||||||||||
| 99.1 | |||||||||||
| 99.2 | |||||||||||
| 99.3 | Unaudited pro forma condensed combined balance sheet for Compass, Inc. and At World Properties Holdings, LLC, as of September 30, 2024, and unaudited pro forma condensed combined statements of operations for Compass, Inc. and At World Properties Holdings, LLC for the nine months ended September 30, 2024 and the year ended December 31, 2023. | ||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| COMPASS, INC. | ||||||||||||||||||||
| Date: March 28, 2025 | By: | /s/ Kalani Reelitz | ||||||||||||||||||
| Kalani Reelitz | ||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||