Vita Coco completed the acquisition of Copra through a merger, adding the business as a wholly owned subsidiary. The transaction provides $175 million in closing consideration, including $140,000,210.59 in cash and 467,071 shares, and features an earnout of $45 million to $100 million based on 2028 gross profit (or 2027 if accelerated by a change of control). Preferred holders received all cash; eligible common holders received a mix of cash, stock, and potential earnout stock. Vita Coco capped total share issuance to former Copra holders at 19.99% of pre-signing shares absent stockholder approval.
Agreement 1: Vita Coco Acquires Copra in $175 Million Cash-and-Stock Deal, Plus $45–$100 Million Earnout
- Agreement type: Agreement and Plan of Merger
- Counterparty: Copra
- Signed / Effective: Jul 22 2026 / Jul 22 2026
- Duration / Termination: N/A
- Reason: Expand platform through acquisition of Copra
Agreement 2: Vita Coco Grants Registration Rights to Copra Holders Following Acquisition
- Agreement type: Registration Rights Agreement
- Counterparty: Certain Copra stockholders
- Signed / Effective: Jul 22 2026 / Jul 22 2026
- Duration / Termination: At will
- Reason: Provide liquidity for stock consideration recipients
Agreement 3: Vita Coco Secures Joinder Agreements With Copra Holders, Adding Restrictive Covenants
- Agreement type: Joinder Agreements
- Counterparty: Stockholders and management of Copra
- Signed / Effective: Jul 22 2026 / Jul 22 2026
- Duration / Termination: At will
- Reason: Align stakeholders and protect post-merger integration
Original SEC Filing:
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