Onar Holding Corp Completes Acquisition of Advertise Purple

What Happened

• On September 29, 2026, Onar Holding Corp (through its subsidiary ONAR, LLC) completed the acquisition of Advertise Purple (Advertise Purple LLC, successor by conversion) from Advertise Purple Holdings Inc. Advertise Purple is now an indirect wholly owned subsidiary of Onar. The transaction consideration includes $12.825 million in cash (after applying $1.25 million previously paid as down payments), an unsecured seller promissory note for $7.0 million, and contingent earnout payments of up to $8.0 million. The company announced the closing in a press release on September 30, 2026.

Key Details

• Purchase price: $12.825 million cash (subject to post‑closing working capital, cash, indebtedness and transaction expense adjustments); prior down payments of $1.25 million applied to this cash consideration.
• Seller Note: $7.0 million principal, unsecured, 8.0% simple annual interest, interest payable quarterly beginning November 1, 2026; maturity 36 months from issuance; prepayable without penalty; subordinated and guaranteed by Onar.
• Earnouts: Up to $8.0 million total tied to gross profit targets over three annual measurement periods (Oct 1, 2026–Sep 30, 2027: up to $2.0M; Oct 1, 2027–Sep 30, 2028: up to $3.0M; Oct 1, 2028–Sep 30, 2029: up to $3.0M).
• Purchase Agreement allows setoffs for certain post‑closing adjustments and indemnity claims against amounts due under the Seller Note.

Why It Matters

• The acquisition expands Onar’s business by adding Advertise Purple as an indirect wholly owned subsidiary, which could affect future revenue and gross profit depending on Advertise Purple’s performance.
• Financial impact: Onar committed near‑term cash and a $7M financed obligation bearing 8% interest (subordinated but guaranteed by the parent), plus potential contingent earnouts up to $8M. These are material obligations investors should track in future financial statements and disclosures.
• Post‑closing adjustments and earnout outcomes will change the final purchase price; the seller note’s subordination and setoff rights could affect timing and recovery of payments under certain senior debt scenarios.