Toro CombineCo Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM

10-Q

(Mark One)

For the quarterly period ended September 30,2024

OR

For the transition period from

to

Commission File Number:333-280529

TORO COMBINECO, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (617)

431-9200

Former name, former address and formal fiscal year, if changed since last report: Not applicable

Securities registered pursuant to Section 12(b) of the Act.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes☒ No ☐

As of November 8, 2024 the registrant had 1,000 shares of common stock, $0.001 par value per share, outstanding.

Toro CombineCo, Inc. operated as a shell company during the period covered by this report. However, as discussed in the explanatory note hereto, Toro CombineCo, Inc.’s future periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 will reflect the operations of the combination referred to in the explanatory note.

EXPLANATORY NOTE

Toro CombineCo, Inc. (“CombineCo”), a direct, wholly owned subsidiary of TechTarget, Inc. (“TechTarget”), is a Delaware corporation that was formed on January 4, 2024 by TechTarget for the purpose of engaging in the Transactions discussed herein.

On January 10, 2024, TechTarget, CombineCo, Toro Acquisition Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of CombineCo (“Merger Sub”), Informa PLC, a public limited company organized under the laws of England and Wales (“Informa”), Informa US Holdings Limited, a private company organized under the laws of England and Wales and an indirect, wholly owned subsidiary of Informa (“Informa HoldCo”), and Informa Intrepid Holdings Inc., a Delaware corporation and a direct, wholly owned subsidiary of Informa HoldCo (“Informa Intrepid”), entered into an Agreement and Plan of Merger (as it may be amended, modified or supplemented from time to time, the “Transaction Agreement”) to combine the digital businesses of Informa’s Informa Tech division (collectively, the “Informa Tech Digital Businesses”) and TechTarget under a new publicly traded company (collectively, the “Transactions”).

A special meeting of TechTarget stockholders will be held on November 26, 2024, Eastern time, at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109, for the following purposes:

If the Transactions are consummated, CombineCo will change its registered name with the Secretary of State of the State of Delaware to “TechTarget, Inc.” (which we refer to the renamed, post-closing CombineCo as “NewCo”). TechTarget will change its registered name with the Secretary of State of the State of Delaware to “TechTarget Holdings Inc.” and the TechTarget common stock, par value $0.001 per share (“TechTarget common stock”), will be delisted from The Nasdaq Global Market (“Nasdaq”) and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and cease to be publicly traded.

Immediately following the closing of the Transactions (the “Closing”), NewCo will own the assets of TechTarget and the Informa Tech Digital Businesses. In connection with the Closing, (i) Informa HoldCo will contribute to CombineCo all of the issued and outstanding shares of capital stock of Informa Intrepid and $350 million in cash, in exchange for NewCo common stock common stock, par value $0.001 per share (“NewCo common stock”), (ii) Merger Sub will merge with and into TechTarget, with TechTarget surviving the merger and becoming a direct wholly owned subsidiary of NewCo (the “Merger”) and (iii) as a result of the Merger, each issued and outstanding share of TechTarget common stock will be converted (subject to certain exceptions) into the right to receive one share of NewCo common stock and a pro rata share of an amount in cash equal to $350 million. Informa HoldCo will own 57% of the outstanding shares of NewCo common stock (on a fully diluted basis, but without taking into account shares which may be issued upon the conversion (if any) of the TechTarget convertible notes or shares reserved for future grants pursuant to certain NewCo equity incentive plans) and former TechTarget stockholders will own the remaining outstanding shares of NewCo common stock.

We intend to list the NewCo common stock on Nasdaq or such other U.S. national securities exchange as mutually agreed in writing by the parties to the Transaction Agreement (such national securities exchange, the “Exchange”), under TechTarget’s current stock ticker symbol “TTGT.”

This Form 10-Q is reporting the shell company results for CombineCo for the three and nine months ended September 30, 2024. Since the date of its incorporation, CombineCo has not engaged in any activities other than as contemplated by the Transaction Agreement and other related agreements.

TABLE OF CONTENTS