Item 3.02 Unregistered Sales of Equity Securities.

On December December 31, 2020, Emerald Holding, Inc. (the "Company") acquired substantially all of the assets of PlumRiver LLC.

The purchase price paid by the Company at closing for PlumRiver was equal to $34 million, consisting of a cash payment equal to $30 million plus the issuance of an aggregate 805,948 shares of the Company's common stock (the "Shares").

The Company issued the Shares in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act. Such issuance did not involve any public offering or general solicitation, nor were any commissions paid by the Company to any person in connection therewith. The Shares are "restricted securities" within the meaning of the Securities Act and may not be transferred other than pursuant to an effective registration statement under the Securities Act or an applicable exemption from registration.

Item 7.01 Regulation FD Disclosure.

On January 6, 2021, the Company announced the acquisition of PlumRiver, an international provider of software-as-a-service technology through its Elastic Suite B2B platform. A copy of the press release is furnished as Exhibit 99.1 hereto. The purchase price paid by the Company at closing for PlumRiver was equal to $34 million, consisting of a cash payment equal to $30 million plus the issuance of 805,948 Shares. The Company will pay to the seller an additional $2 million in June 2022, plus up to $11 million in contingent payments, subject to the achievement of specified milestones and financial performance results in calendar years 2021 and 2022. PlumRiver's revenues for the year-ended December 31, 2020, were equal to approximately $11 million.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibit.




Exhibit No.   Description

99.1            Press Release issued by Emerald Holding, Inc. dated January 6, 2021,
              announcing the acquisition of PlumRiver LLC.

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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