お知らせ • Jul 02
Interactive Strength Inc. (NasdaqCM:TRNR) completed the acquisition of Wattbike Ltd from Piper Private Equity Fund VI L.P, managed by Piper PE LLP.
Interactive Strength Inc. (NasdaqCM:TRNR) signed a binding transaction agreement to acquire Wattbike Ltd from Piper Private Equity Fund VI L.P, managed by Piper PE LLP on April 8, 2025. The acquisition does not have a financing contingency. Interactive Strength will acquire 100% of Wattbike in an all-stock transaction. The shareholders of Wattbike will be locked up until at least June 2026 and there is no cash consideration being paid to those investors. Pursuant to the Purchase Agreement, the Company would acquire all of the issued and outstanding shares of Wattbike held by the Shareholders in exchange for £1.00, payable at the closing of the Transaction (the “Closing”). In addition, the Company would acquire the Notes in exchange for paying the Noteholders (a) shares of the Company’s Series E Preferred Stock, which upon the mandatory conversion date of June 15, 2026, will be convertible into the Company’s common stock, payable at Closing (the “Initial Consideration”), and (b) subject to the satisfaction of applicable milestones as described below, additional consideration consisting of Common Stock (the “Additional Consideration”). The Additional Consideration shall be payable as follows If the revenues of Wattbike for the period from October 1, 2025 to September 30, 2026 (“FY26”) (“FY26 Revenues”) exceed £17.5 million, the additional consideration for FY26 shall be an amount equal to 50% of the amount by which FY26 revenues exceeded £17.5 million, subject to a cap of £1.5 million. If FY26 Revenues did not exceed £17.5 million, there shall be no additional consideration paid for FY26. (ii) If the revenues of Wattbike for the period from October 1, 2026 to September 30, 2027 (“FY27”) (“FY27 Revenues”) exceed £20 million, the additional consideration for FY27 shall be an amount equal to 50% of the amount by which FY26 revenues exceeded £20 million, subject to a cap of £1. million. If FY27 Revenues did not exceed £20 million, there shall be no additional consideration paid for FY27. Pursuant to the Purchase Agreement, the Warrantors (as defined in the Purchase Agreement) undertake to the Company that, during the period beginning on the date of the Purchase Agreement and ending at the earliest of (i) the Closing, (ii) September 30, 2026, and (iii) the termination of the Purchase Agreement, they shall use reasonable endeavors to procure that Wattbike and its subsidiaries operate within a 10% margin of the Total Budgeted Costs (as defined in the Purchase Agreement). If the Company is not satisfied that Wattbike and its subsidiaries have operated within such 10% margin, then the Company shall have the right to terminate the Purchase Agreement by paying to the Noteholders the Initial Consideration as a break fee.
Wattbike has reported revenue of $15 million (£11.98 million). The transaction is subject to the satisfaction or waiver (if permitted) of customary conditions, including, among others, the receipt of any required stockholder approval and contemplation of applicable regulatory filings and is expected to close as early as the second quarter. As of June 18, 2025, Interactive Strength Inc. received formal approval of UK Financial Conduct Authority. The deal is expected to close in July 2025.
Pinsent Masons LLP acted as legal advisor to Wattbike and Dr Sebastian Becker, Robbie Somerville, Jason Todd, Aidan Campbell and Callum Swanson of CMS Cameron McKenna Nabarro Olswang acted as legal advisor to Interactive Strength.
Interactive Strength Inc. (NasdaqCM:TRNR) completed the acquisition of Wattbike Ltd from Piper Private Equity Fund VI L.P, managed by Piper PE LLP on July 1, 2025.