GigaCloud Technology Inc Enters Definitive Share Purchase Agreement to Acquire New Classic Home Furnishings

Rhea-AI Summary

GigaCloud Technology (Nasdaq: GCT) entered a definitive Share Purchase Agreement to acquire 100% of New Classic Home Furnishings for $18 million on a debt-free basis, including a post-close earn-out. The terms remain unchanged from the October 24 disclosure.

The transaction will be funded from GigaCloud's existing cash on hand, has unanimous board approval, and is expected to close on January 2, 2026, subject to customary closing conditions.

Positive

• $18 million total consideration for full equity acquisition
• Acquisition of 100% equity in New Classic Home Furnishings
• Transaction funded from existing cash on hand
• Unanimous approval by GigaCloud Board of Directors

Negative

• Uses $18 million of company cash on hand
• Deal includes a post-close earn-out (contingent obligation)
• Closing is subject to customary conditions and may not complete

News Market Reaction

+1.85%

1 alert

+1.85% News Effect

On the day this news was published, GCT gained 1.85%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Acquisition consideration: $18 million Ownership acquired: 100% equity Expected closing date: January 2, 2026 +4 more

7 metrics

Acquisition consideration $18 million Total consideration for 100% of New Classic, debt-free basis

Ownership acquired 100% equity All outstanding equity of New Classic Home Furnishings

Expected closing date January 2, 2026 Target close, subject to customary closing conditions

New Classic revenue $70 million Approximate annual revenue from prior acquisition disclosure

Active SKUs 2,000 Approximate number of New Classic product SKUs

Retail customers 1,000+ Number of retailer customers served by New Classic

China sourcing mix <3% Share of New Classic sourcing from China

Market Reality Check

Price: $42.08 Vol: Volume 474,623 is below 2...

normal vol

$42.08 Last Close

Volume Volume 474,623 is below 20-day average of 636,744, suggesting muted pre-news activity. normal

Technical Price $38.19 is trading above 200-day MA at $22.96, indicating a prior uptrend into this announcement.

Peers on Argus

GCT was down 4.39% while key peers like IIIV and YEXT showed small gains and oth...

GCT was down 4.39% while key peers like IIIV and YEXT showed small gains and others were flat, pointing to stock-specific dynamics rather than a sector move.

Historical Context

5 past events · Latest: Dec 09 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 09	Network expansion	Positive	+1.8%	Leased 617,000 sq ft New Jersey fulfillment center, expanding to 38 sites.
Dec 03	Acquisition agreement	Positive	+1.9%	Definitive deal to acquire 100% of New Classic for $18 million in cash.
Dec 03	Investor conference	Neutral	+1.5%	Management scheduled one-on-one meetings at ROTH Deer Valley event.
Nov 24	AI conference	Neutral	-0.2%	Participation in UBS Global Technology and AI Conference with investor meetings.
Nov 17	Forbes recognition	Positive	+5.2%	Again ranked in Forbes’ Top 20 America’s Most Successful Small-Cap Companies.

Pattern Detected

Recent corporate updates, including recognition, expansion, and the same acquisition theme, generally saw positive price reactions, with only one minor divergence on a conference-related headline.

Recent Company History

Over the last month, GigaCloud reported several constructive developments: recognition on Forbes’ small-cap list, participation in investor conferences, Q3 results with an announced New Classic acquisition plan, and a major New Jersey fulfillment center lease. The earlier acquisition announcement and this definitive agreement both involve $18 million consideration funded with cash on hand. Historically, these strategic and branding updates have often been followed by modestly positive one-day price moves.

Market Pulse Summary

This announcement confirms a definitive agreement to acquire 100% of New Classic for $18 million in ...

Analysis

This announcement confirms a definitive agreement to acquire 100% of New Classic for $18 million in cash on a debt-free basis, with closing targeted for January 2, 2026. It follows an earlier term sheet outlining the same consideration and underscores ongoing expansion of GigaCloud’s marketplace ecosystem. Investors may track closing progress, integration updates, and any follow-on commentary in filings or earnings as they assess the acquisition’s contribution to growth.

Key Terms

share purchase agreement, earn-out, debt-free basis, closing conditions

4 terms

share purchase agreement financial

"announced that it has entered into a definitive Share Purchase Agreement to acquire"

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

earn-out financial

"total consideration of $18 million on a debt-free basis, including a post-close earn-out."

An earn-out is a deal feature in mergers and acquisitions where part of the purchase price is paid later only if the acquired business meets specific future targets, such as revenue or profit goals. It matters to investors because it shares risk between buyer and seller—similar to paying for a used car only if it reaches promised mileage—affecting projected cash flows, valuation assumptions, and the likelihood of future payouts.

debt-free basis financial

"with a total consideration of $18 million on a debt-free basis, including a"

A "debt-free basis" means looking at a company's value as if it doesn't owe any money. It's like checking how much a house is worth if you subtract the mortgage—helping investors see the company's true worth without considering its debts or loans. This measure matters because it shows the company's real financial health and stability.

closing conditions regulatory

"expected to close on January 2, 2026, subject to satisfaction of customary closing conditions."

Closing conditions are specific requirements or steps that must be met before a financial deal or transaction can be finalized. They act like a checklist that ensures all necessary details are confirmed and agreed upon, giving both parties confidence that the deal is ready to be completed. Meeting these conditions is essential for the transaction to move forward smoothly and successfully.

AI-generated analysis. Not financial advice.

EL MONTE, Calif., Dec. 03, 2025 (GLOBE NEWSWIRE) -- GigaCloud Technology Inc (Nasdaq: GCT) (“GigaCloud” or the “Company”), a pioneer of global end-to-end B2B technology solutions for large parcel merchandise, today announced that it has entered into a definitive Share Purchase Agreement to acquire 100% of the outstanding equity of New Classic Home Furnishings, Inc.

The terms of the agreement remain unchanged from those previously disclosed on October 24, with a total consideration of $18 million on a debt-free basis, including a post-close earn-out. The transaction will be funded from GigaCloud’s existing cash on hand. The Board of Directors of GigaCloud has unanimously approved the transaction.

The transaction is expected to close on January 2, 2026, subject to satisfaction of customary closing conditions.

About GigaCloud Technology Inc

GigaCloud Technology Inc is a pioneer of global end-to-end B2B technology solutions for large parcel merchandise. The Company’s B2B ecommerce platform, which it refers to as the “GigaCloud Marketplace,” integrates everything from discovery, payments and logistics tools into one easy-to-use platform. The Company’s global marketplace seamlessly connects manufacturers, primarily in Asia, with resellers, primarily in the U.S., Asia and Europe, to execute cross-border transactions with confidence, speed and efficiency. The Company offers a truly comprehensive solution that transports products from the manufacturer’s warehouse to the end customer’s doorstep, all at one fixed price. The Company first launched its marketplace in January 2019 by focusing on the global furniture market and has since expanded into additional categories such as home appliances and fitness equipment. For more information, please visit the Company’s website: https://investors.gigacloudtech.com/.

Forward-Looking Statements

This press release contains “forward-looking statements.” Forward-looking statements reflect our current view about future events. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “could,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “propose,” “potential,” “continue” or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.

For investor and media inquiries, please contact:

GigaCloud Technology Inc

Investor Relations – ir@gigacloudtech.com

PondelWilkinson, Inc.

Laurie Berman (Investors) – lberman@pondel.com

George Medici (Media) – gmedici@pondel.com

Todd Kehrli (Investors) – tkehrli@pondel.com

FAQ

What is GigaCloud's acquisition announced on December 3, 2025 (GCT)?

GigaCloud agreed to acquire 100% of New Classic Home Furnishings for $18 million on a debt-free basis, including a post-close earn-out.

How will GigaCloud (GCT) pay for the New Classic Home Furnishings acquisition?

The transaction will be funded from GigaCloud's existing cash on hand.

When is the GigaCloud (GCT) acquisition of New Classic Home Furnishings expected to close?

The transaction is expected to close on January 2, 2026, subject to customary closing conditions.

Did GigaCloud's board approve the acquisition of New Classic Home Furnishings (GCT)?

Yes. The Board of Directors of GigaCloud unanimously approved the transaction.

Are the terms of the GigaCloud (GCT) acquisition different from the October 24 disclosure?

No. The terms remain unchanged from those previously disclosed on October 24.