UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Spire Global, Inc.
| (Name of Issuer) |
|
Class A common stock, par value $0.0001 per share |
| (Title of Class of Securities) |
|
639358100 |
| (CUSIP Number) |
|
|
| August 13, 2021 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 639358100 | SCHEDULE 13G |
| 1 |
NAME OF REPORTING PERSONS
Dark Forest Capital Management LP | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
|||
| 3 |
SEC USE ONLY
| |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 | ||
| 6 |
SHARED VOTING POWER
0* | |||
| 7 |
SOLE DISPOSITIVE POWER
0 | |||
| 8 |
SHARED DISPOSITIVE POWER
0* | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0* | |||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||
| 12 |
TYPE OF REPORTING PERSON
IA | |||
* No securities beneficially owned.
| CUSIP No. 639358100 | SCHEDULE 13G |
| 1 |
NAME OF REPORTING PERSONS
Dark Forest Global Equity Master Fund LP | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
|||
| 3 |
SEC USE ONLY
| |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 | ||
| 6 |
SHARED VOTING POWER
0* | |||
| 7 |
SOLE DISPOSITIVE POWER
0 | |||
| 8 |
SHARED DISPOSITIVE POWER
0* | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0* | |||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||
| 12 |
TYPE OF REPORTING PERSON
PN | |||
* No securities beneficially owned.
| CUSIP No. 639358100 | SCHEDULE 13G |
| Item 1. | (a) Name of Issuer |
Spire Global, Inc. formerly known as NavSight Holdings, Inc. (the “Issuer”)
| Item 1. | (b) Address of Issuer’s Principal Executive Offices |
8000 Towers Crescent Drive, Suite 1225, Vienna, Virginia 22182.
| Item 2. | (a, b, c) Names of Person Filing, Address of Principal Business Office, Citizenship: |
This report on Schedule 13G is being filed by Dark Forest Capital Management LP, a Delaware limited partnership (the “Firm”), and Dark Forest Global Equity Master Fund LP, a Cayman Islands exempted limited partnership (“Dark Forest Master”). The address for the Firm and Dark Forest Master is: 151 West Avenue, Darien, Connecticut 06820.
| Item 2. | (d) Title of Class of Securities |
Class A common stock, par value $0.0001 per share.
| Item 2. | (e) CUSIP No.: |
639358100
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person filing is a:
N/A
| CUSIP No. 639358100 | SCHEDULE 13G |
Item 4. Ownership
No securities beneficially owned
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 639358100 | SCHEDULE 13G |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
Dated: August 17, 2021
Dark Forest Capital Management LP
By: /s/ Jacob Kline
Jacob Kline, Managing Member of the General Partner
Dark Forest Global Equity Master Fund LP
By: /s/ Jacob Kline
Jacob Kline, Managing Member of the General Partner
Exhibit Index
| Exhibit |
|
1. Joint Filing Agreement dated August 16, 2021, by and between Dark Forest Capital Management LP and Dark Forest Global Equity Master Fund LP (incorporated by reference to Exhibit 1 to the Schedule 13G filed with the Securities and Exchange Commission on August 16, 2021)
|