Business Context and Reporting Period
This Form 8-K Current Report is filed by Zeta Global Holdings Corp. (Zeta) on September 27, 2025, with the report date of September 30, 2025. The filing primarily discloses the entry into a definitive Purchase Agreement to acquire the enterprise business of Marigold Group, Inc., Campaign Monitor Europe UK Ltd., and Selligent Holdings Limited.
Key Financial Metrics and Transaction Details
The filing details a strategic acquisition rather than providing standard quarterly financial results (revenue, profit, cash flow). Key transaction metrics include:
- Total Consideration: Up to $325 million, subject to customary adjustments.
- Closing Payment Structure: $100 million in cash and $100 million in newly issued Class A common stock.
- Deferred Payment (Seller Note): Up to $125 million payable within three months of Closing.
- Deferred Payment Composition: Up to $50 million in cash; the remaining $75 million at Zeta's election in cash or stock.
- Stock Valuation: Based on the 30-day volume-weighted average sales price ending three trading days prior to Closing or the note maturity date.
The filing does not provide specific values for Zeta's current revenue, profit, cash flow, margins, debt, or liquidity positions.
Material Changes and Guidance
Management has re-affirmed its guidance for the quarter ended September 30, 2025, and the full fiscal year 2025, despite the announcement of the acquisition. The material change is the commitment to the $325 million acquisition, which will alter the company's capital structure through the issuance of new equity and the incurrence of a short-term seller note.
Outlook, Risks, and Contingencies
Zeta intends to host a conference call on September 30, 2025, to discuss the transaction. The filing includes standard forward-looking statement disclaimers, noting that actual results may differ due to:
- Failure to satisfy conditions to Closing.
- Impact on the Sellers' business following the announcement.
- Events leading to the termination of the Purchase Agreement.
- General economic conditions.
The shares issued as consideration will be registered for resale under the Securities Act, relying on exemptions under Section 4(a)(2) and/or Rule 506 of Regulation D.
Investor Verification Checklist
- Verify the final Closing date and whether all conditions precedent were satisfied.
- Confirm the exact number of shares to be issued based on the 30-day VWAP calculation at Closing.
- Review the definitive terms of the Seller Note, specifically the election for the $75 million portion (cash vs. stock).
- Assess the impact of the $100 million immediate cash outlay on Zeta's current liquidity and cash reserves.
- Monitor the integration plan and potential synergies from the acquired enterprise business.