Sweetgreen, Inc. 8-K

What Happened

• Sweetgreen announced it completed the previously disclosed merger and asset sale (Agreement dated November 5, 2025) transferring its Spyce kitchen automation business — including the “Infinite Kitchen” technology — to Wonder Group and its subsidiaries.
• On the Closing Date, Wonder paid Sweetgreen $100.0 million in cash and issued Series C preferred shares to Sweetgreen with an implied value of $86.4 million. Sweetgreen also entered into an equity side letter with Wonder that grants certain information and other rights effective at closing. Certain employees who serviced the Spyce business were offered employment by Wonder.
• At closing Sweetgreen, Buyer and Merger Sub II also entered into a Supply and Services Agreement (long‑term purchase of Infinite Kitchen units plus commissioning, support and maintenance) and an Intellectual Property License Agreement (non‑exclusive, perpetual, royalty‑free license back to Sweetgreen for use in specified Company‑branded facilities, with specified triggers that could create a royalty‑bearing manufacturing license).

Key Details

• Consideration: $100.0 million cash + Series C preferred stock with implied value $86.4 million (based on Wonder’s recent preferred financing price).
• Assets sold: Spyce Business including the Infinite Kitchen technology; Buyer assumed certain related liabilities.
• Contracts: long‑term Supply and Services Agreement for Infinite Kitchen units; License Agreement grants Sweetgreen a perpetual, royalty‑free license for certain uses and a trigger‑based royalty‑bearing license to manufacture if specific events occur (e.g., uncured material breach by Wonder under the Supply Agreement).
• Financial disclosure: Sweetgreen filed unaudited pro forma condensed consolidated financial statements (Exhibit 99.2) reflecting the Spyce Sale, and furnished a press release (Exhibit 99.1).

Why It Matters

• The transaction provides Sweetgreen with immediate cash ($100M) plus equity upside ($86.4M implied value) and removes the Spyce automation business from its operations, which will change its asset base and future capital needs.
• Sweetgreen will rely on Wonder under a long‑term supply agreement for Infinite Kitchen units and related services; the License Agreement preserves Sweetgreen’s right to use the technology in its branded facilities and includes trigger mechanisms that could allow Sweetgreen to manufacture the technology if supply or contract issues arise.
• Pro forma financials were filed to show how the sale would have affected Sweetgreen’s balance sheet and results, giving investors a view of the company post‑transaction.