XRDC - Crossroads Capital, Inc. (Formally known as BDCA Ventures)

[EricSchleien]

https://www.sec.gov/Archives/edgar/data/1444706/000138713119002195/xrdc-10k_123118.htm

 

On March 21, 2019, Zoosk, Inc. (“Zoosk”) entered into a definitive agreement for its acquisition by Spark Networks SE (“Spark”) (NYSE: LOV) (the “Transaction”).  The Transaction, which is expected to close early in the third quarter of 2019, would provide the Trust a combination of cash and Spark American Depository Shares (“ADSs”) in exchange for its Series E convertible preferred stock in Zoosk, in addition to a deferred, contingent cash payment expected to be paid on or around December 31, 2020.  The total value of the consideration expected to be received by the Trust as a result of the Transaction, if the Transaction closes, will not be known until receipt of the cash and ADS consideration at closing, and the receipt of the deferred cash payment, if any.  Because a portion of the expected consideration is in the form of Spark ADSs, the value of the consideration is materially dependent upon the market performance of Spark between now and the ultimate liquidation of the ADSs once received, in addition to other factors, including: (i) the amount of cash on Zoosk’s balance sheet at closing, and (ii) other payments related to the Transaction, which may be material.