Filed Pursuant to Rule 424(b)(3)
Registration No. 333-259733

PROSPECTUS SUPPLEMENT NO. 8

(to Prospectus dated April 7, 2022)

 

SPIRE GLOBAL, INC.

61,883,713 Shares of Class A Common Stock

6,600,000 Warrants to Purchase Class A Common Stock

18,099,992 Shares of Class A Common Stock Underlying Warrants

 

 

This prospectus supplement amends and supplements the prospectus dated April 7, 2022 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (No. 333-259733).

This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 11, 2022 (the “Quarterly Report”). Accordingly, we have attached the Quarterly Report to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Class A common stock is traded on NYSE under the symbol “SPIR.” Our public warrants are traded on the NYSE under the symbol “SPIR.WS” and, after resale, our private placement warrants will also trade under the same ticker symbol as the public warrants. On May 11, 2022, the last quoted sale price for our Class A common stock as reported on NYSE was $1.32 and the last reported sale price of our public warrants was $0.13.

 

 

We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.

 

 

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in the section titled “Risk Factors” beginning on page 10 of the Prospectus.

 

You should rely only on the information contained in the Prospectus and this prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information.

 

Neither the Securities Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus supplement is May 11, 2022.

 

 

 


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)the

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39493

 

SPIRE GLOBAL, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

85-1276957

( State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

8000 Towers Crescent Drive

Suite 1100

Vienna, Virginia 22182

(Address of principal executive offices)

(202) 301-5127

(Registrant’s telephone number, including area code)

 

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Class A common stock, par value of $0.0001 per share

 

SPIR

 

New York Stock Exchange

Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share

 

SPIR.WS

 

New York Stock Exchange

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, 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.

 

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

 

Smaller reporting company

 

Emerging growth company

 

 

 

 

 

 

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 ☒

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

 

The registrant had outstanding 139,593,932 shares of Class A common stock, 12,058,614 shares of Class B common stock, and 18,099,982 warrants as of April 30, 2022.

 

 


 

Table of Contents

 

 

 

Page

 

 

 

PART I.

FINANCIAL INFORMATION

5

 

 

 

Item 1.

Unaudited Condensed Consolidated Financial Statements

5

 

Condensed Consolidated Balance Sheets

5

 

Condensed Consolidated Statements of Operations

6

 

Condensed Consolidated Statements of Comprehensive Loss

7

 

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

8

 

Condensed Consolidated Statements of Cash Flows

9

 

Notes to Unaudited Condensed Consolidated Financial Statements

10

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

24

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

38

Item 4.

Controls and Procedures

38

 

 

 

PART II.

OTHER INFORMATION

41

 

 

 

Item 1.

Legal Proceedings

41

Item 1A.

Risk Factors

41

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

75

Item 3.

Defaults Upon Senior Securities

75

Item 4.

Mine Safety Disclosures

75

Item 5.

Other Information

75

Item 6.

Exhibits

76

Signatures

77

 

 

2


 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

our ability to successfully identify, acquire and integrate businesses, such as our completed acquisition (the “Acquisition”) of exactEarth Ltd. (TSX: XCT) (“exactEarth”), the combined future performance of such acquisitions or our ability to pursue strategic transactions;
changes in our growth, strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, and plans;
the implementation, market acceptance, and success of our business model;
the ability to develop new offerings, services, solutions and features and bring them to market in a timely manner and make enhancements to our business;
the quality and effectiveness of and advancements in our technology and our ability to accurately and effectively use data and engage in predictive analytics;
overall level of consumer demand for our products and offerings;
expectations and timing related to product launches;
expectations of achieving and maintaining profitability;
projections of total addressable markets, market opportunity, and market share;
our ability to acquire data sets, software, equipment, satellite components, and regulatory approvals from third parties;
our expectations concerning relationships with third parties;
our ability to acquire or develop products or technologies we believe could complement or expand our platform or to expand our products and offerings internationally;
our ability to obtain and protect patents, trademarks, licenses and other intellectual property rights;
our ability to utilize potential net operating loss carryforwards;
developments and projections relating to our competitors and industries, such as the projected growth in demand for space-based data;
our ability to acquire new customers and partners or obtain renewals, upgrades, or expansions from our existing customers;
our ability to compete with existing and new competitors in existing and new markets and offerings;
our ability to retain or recruit officers, key employees or directors;
our ability to maintain effective internal control over financial reporting and to remedy identified material weaknesses;
the conversion or planned repayment of our debt obligations;
our future capital requirements and sources and uses of cash;
our ability to obtain funding for our operations;
our business, expansion plans, and opportunities;
our expectations regarding regulatory approvals and authorizations;
the increased expenses associated with being a public company;
the expectations regarding the effects of existing and developing laws and regulations, including with respect to regulations around satellites, intellectual property law, and privacy and data protection;
global and domestic economic conditions, including currency exchange rate fluctuations and geopolitical uncertainty and instability, and their impact on demand and pricing for our offerings in affected markets; and
the impact of the COVID-19 pandemic, or a similar public health threat, on global capital and financial markets, general economic conditions in the United States, and our business and operations.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

 

3


 

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

 

 

4


 

PART I—FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

Spire Global, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)

 

 

 

 

March 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

91,592

 

 

$

109,256

 

Accounts receivable, net (including allowance of $301 and $339 as of March 31, 2022
    and December 31, 2021, respectively)

 

 

7,821

 

 

 

10,163

 

Contract assets

 

 

3,630

 

 

 

2,084

 

Other current assets

 

 

8,451

 

 

 

10,071

 

Total current assets

 

 

111,494

 

 

 

131,574

 

Property and equipment, net

 

 

52,071

 

 

 

48,704

 

Operating lease assets

 

 

11,003

 

 

 

 

Goodwill

 

 

54,245

 

 

 

53,627

 

Customer relationships

 

 

24,091

 

 

 

24,388

 

Other intangible assets

 

 

18,707

 

 

 

19,765

 

Other long-term assets, including restricted cash

 

 

11,767

 

 

 

12,136

 

Total assets

 

$

283,378

 

 

$

290,194

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

7,220

 

 

$

5,824

 

Accrued wages and benefits

 

 

4,597

 

 

 

5,646

 

Contract liabilities, current portion

 

 

6,483

 

 

 

8,627

 

Other accrued expenses

 

 

7,742

 

 

 

4,823

 

Total current liabilities

 

 

26,042

 

 

 

24,920

 

Long-term debt

 

 

52,682

 

 

 

51,124

 

Contingent earnout liability

 

 

10,852

 

 

 

11,369

 

Deferred income tax liabilities

 

 

813

 

 

 

835

 

Warrant liability

 

 

5,647

 

 

 

11,482

 

Operating lease liabilities, net of current portion

 

 

10,089

 

 

 

 

Other long-term liabilities

 

 

1,761

 

 

 

1,600

 

Total liabilities

 

 

107,886

 

 

 

101,330

 

Commitments and contingencies (Note 9)

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

Common stock, $0.0001 par value, 1,000,000,000 Class A and 15,000,000 Class B shares
    authorized, 139,592,078 Class A and 12,058,614 Class B shares issued and outstanding at
    March 31, 2022; 139,096,000 Class A and 12,058,614 Class B shares issued and
    outstanding at December 31, 2021

 

 

15

 

 

 

15

 

Additional paid-in capital

 

 

421,502

 

 

 

418,575

 

Accumulated other comprehensive income

 

 

2,591

 

 

 

732

 

Accumulated deficit

 

 

(248,616

)

 

 

(230,458

)

Total stockholders’ equity

 

 

175,492

 

 

 

188,864

 

Total liabilities and stockholders’ equity

 

$

283,378

 

 

$

290,194

 

 

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

 

5


 

Spire Global, Inc.

Condensed Consolidated Statements of Operations

(In thousands, except share and per share amounts)

(Unaudited)

 

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

Revenue

 

$

18,070

 

 

$

9,716

 

Cost of revenue

 

 

9,846

 

 

 

3,328

 

Gross profit

 

 

8,224

 

 

 

6,388

 

Operating expenses

 

 

 

 

 

 

Research and development

 

 

8,657

 

 

 

6,900

 

Sales and marketing

 

 

6,905

 

 

 

3,941

 

General and administrative

 

 

12,684

 

 

 

8,394

 

Total operating expenses

 

 

28,246

 

 

 

19,235

 

Loss from operations

 

 

(20,022

)

 

 

(12,847

)

Other income (expense)

 

 

 

 

 

 

Interest income

 

 

14

 

 

 

1

 

Interest expense

 

 

(3,043

)

 

 

(2,550

)

Change in fair value of contingent earnout liability

 

 

517

 

 

 

 

Change in fair value of warrant liabilities

 

 

5,835

 

 

 

(5,991

)

Other (expense) income, net

 

 

(1,169

)

 

 

2,076

 

Total other income (expense), net

 

 

2,154

 

 

 

(6,464

)

Loss before income taxes

 

 

(17,868

)

 

 

(19,311

)

Income tax provision

 

 

290

 

 

 

387

 

Net loss

 

$

(18,158

)

 

$

(19,698

)

Basic and diluted net loss per share

 

$

(0.13

)

 

$

(1.11

)

Weighted-average shares used in computing basic and diluted net loss per share

 

 

139,274,538

 

 

 

17,750,210

 

 

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

 

6


 

Spire Global, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(In thousands)

(Unaudited)

 

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

Net loss

 

$

(18,158

)

 

$

(19,698

)

Other comprehensive loss:

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

1,859

 

 

 

32

 

Comprehensive loss

 

$

(16,299

)

 

$

(19,666

)

 

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

 

7


 

 

Spire Global, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

(In thousands, except share amounts)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Additional
Paid

 

 

Accumulated
Other
Comprehensive

 

 

Accumulated

 

 

Total
Stockholders'

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Income

 

 

Deficit

 

 

Equity

 

Balance, December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

151,154,614

 

 

$

15

 

 

$

418,575

 

 

$

732

 

 

$

(230,458

)

 

$

188,864

 

Exercise of stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

492,064

 

 

 

 

 

 

638

 

 

 

 

 

 

 

 

 

638

 

Vesting of restricted stock units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock compensation
   expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,289

 

 

 

 

 

 

 

 

 

2,289

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(18,158

)

 

 

(18,158

)

Foreign currency
   translation adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,859

 

 

 

 

 

 

1,859

 

Balance, March 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

151,650,692

 

 

$

15

 

 

$

421,502

 

 

$

2,591

 

 

$

(248,616

)

 

$

175,492

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series A
Preferred Stock

 

 

Series B
Preferred Stock

 

 

Series C
Preferred Stock

 

 

Common Stock

 

 

Additional
Paid

 

 

Accumulated
Other
Comprehensive
Income

 

 

Accumulated

 

 

Total
Stockholders'

 

 

 

Shares(1)

 

 

Amount

 

 

Shares(1)

 

 

Amount

 

 

Shares(1)

 

 

Amount

 

 

Shares(1)

 

 

Amount

 

 

Capital

 

 

(Loss)

 

 

Deficit

 

 

(Deficit)

 

Balance, December 31, 2020

 

 

21,615,723

 

 

$

52,809

 

 

 

8,306,818

 

 

$

35,228

 

 

 

12,804,176

 

 

$

65,222

 

 

 

17,664,015

 

 

$

2

 

 

$

10,131

 

 

$

(982

)

 

$

(211,146

)

 

$

(48,736

)

Exercise of stock options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

251,500

 

 

 

 

 

 

295

 

 

 

 

 

 

 

 

 

295

 

Stock compensation
   expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,507

 

 

 

 

 

 

 

 

 

2,507

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(19,698

)

 

 

(19,698

)

Foreign currency
   translation adjustments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32

 

 

 

 

 

 

32

 

Balance, March 31, 2021

 

 

21,615,723

 

 

$

52,809

 

 

 

8,306,818

 

 

$

35,228

 

 

 

12,804,176

 

 

$

65,222

 

 

 

17,915,515

 

 

$

2

 

 

$

12,933

 

 

$

(950

)

 

$

(230,844

)

 

$

(65,600

)

 

(1)
The shares of the Company’s common and convertible preferred stock, prior to the Merger (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 1.7058 established in the Merger.

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

 

8


 

 

Spire Global, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$

(18,158

)

 

$

(19,698

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

4,834

 

 

 

1,711

 

Stock-based compensation

 

 

2,289

 

 

 

2,507

 

Amortization of operating lease assets

 

 

573

 

 

 

 

Accretion on carrying value of convertible notes

 

 

 

 

 

1,407

 

Amortization of debt issuance costs

 

 

1,413

 

 

 

616

 

Change in fair value of warrant liability

 

 

(5,835

)

 

 

5,991

 

Change in fair value of contingent earnout liability

 

 

(517

)

 

 

 

Loss on extinguishment of debt

 

 

 

 

 

(1,699

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable, net

 

 

2,215

 

 

 

(3,799

)

Contract assets

 

 

(1,531

)

 

 

38

 

Other current assets

 

 

1,409

 

 

 

40

 

Other long-term assets

 

 

469

 

 

 

 

Accounts payable

 

 

(828

)

 

 

1,080

 

Accrued wages and benefits

 

 

(1,051

)

 

 

(420

)

Contract liabilities

 

 

(962

)

 

 

(244

)

Other accrued expenses

 

 

1,077

 

 

 

1,655

 

Operating lease liabilities

 

 

(342

)

 

 

 

Other long-term liabilities

 

 

(46

)

 

 

(6

)

Net cash used in operating activities

 

 

(14,991

)

 

 

(10,821

)

Cash flows from investing activities

 

 

 

 

 

 

Purchase of property and equipment

 

 

(4,243

)

 

 

(1,378

)

Investment in intangible assets

 

 

(19

)

 

 

 

Net cash used in investing activities

 

 

(4,262

)

 

 

(1,378

)

Cash flows from financing activities

 

 

 

 

 

 

Proceeds from long-term debt

 

 

95

 

 

 

 

Proceeds from issuance of convertible notes payable

 

 

 

 

 

20,000

 

Payments of debt issuance costs

 

 

 

 

 

(62

)

Proceeds from exercise of stock options

 

 

638

 

 

 

295

 

Net cash provided by financing activities

 

 

733

 

 

 

20,233

 

Effect of foreign currency translation on cash, cash equivalent and restricted cash

 

 

850

 

 

 

(590

)

Net (decrease) increase in cash, cash equivalents and restricted cash

 

 

(17,670

)

 

 

7,444

 

Cash, cash equivalents and restricted cash

 

 

 

 

 

 

Beginning of year

 

 

109,645

 

 

 

15,986

 

End of year

 

$

91,975

 

 

$

23,430

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

Cash paid for interest

 

$

1,627

 

 

$

383

 

Noncash Investing and financing activities

 

 

 

 

 

 

Capitalized merger costs not yet paid

 

$

 

 

$

1,774

 

Property and equipment purchased but not yet paid

 

$

2,250

 

 

$

11

 

Issuance of stock warrants with long-term debt

 

$

 

 

$

308

 

 

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

 

 

9


Spire Global, Inc.

Notes to Condensed Consolidated Financial Statements

(In thousands, except shares and per share data, unless otherwise noted)

(Unaudited)

 

 

1.
Nature of Business

 

Spire Global, Inc. (“Spire” or the “Company”), founded in August 2012, is a global provider of space-based data and analytics that offers its customers unique datasets and insights about earth from the ultimate vantage point. The Company collects this space-based data through its proprietary constellation of multi-purpose nanosatellites. By designing, manufacturing, integrating and operating its own satellites and ground stations, the Company has unique end-to-end control and ownership over its entire system. The Company offers the following three data solutions to customers: Maritime, Aviation and Weather. As a fourth solution, the Company is providing “space-as-a-service” through its Space Services solution.

The Company is comprised of Spire Global, Inc. (United States or U.S.) and its wholly owned subsidiaries Spire Global UK Limited (United Kingdom or U.K.), Spire Global Luxembourg S.a.r.l. (Luxembourg), Spire Global Singapore Pte. Ltd. (Singapore) and Spire Global Canada Acquisition Corp. (Canada). Spire Global Canada Acquisition Corp. is the sole owner of exactEarth Ltd. (Canada) ("exactEarth"), which in turn is the sole owner of exactEarth Europe Ltd. (England and Wales). The Company currently operates offices in seven locations: San Francisco, Boulder, Washington D.C. (U.S.), Glasgow (U.K.), Luxembourg, Cambridge, Ontario, and Singapore.

On August 16, 2021 (the “Closing Date”), Spire Global Subsidiary, Inc. (formerly known as Spire Global, Inc.) (“Legacy Spire”) closed its previously announced merger with NavSight Holdings, Inc. (“NavSight”), a special purpose acquisition company, pursuant to the terms of the Business Combination Agreement, dated as of February 28, 2021, by and among Spire, NavSight, NavSight Merger Sub, Inc., a wholly owned subsidiary of NavSight (“NavSight Merger Sub”), and Peter Platzer, Theresa Condor, Jeroen Cappaert, and Joel Spark (collectively, the “Legacy Spire Founders,” and such agreement, the “Merger Agreement”). As a result, NavSight Merger Sub merged with and into Legacy Spire, the separate corporate existence of NavSight Merger Sub ceased, and Legacy Spire continued as the surviving corporation and a wholly owned subsidiary of NavSight (the “Merger,” and such consummation, the “Closing”). NavSight then changed its name to Spire Global, Inc. (together with its consolidated subsidiary, “New Spire” or “Spire”) and Legacy Spire changed its name to Spire Global Subsidiary, Inc.

In November 2021, the Company acquired exactEarth, a leading provider of global maritime vessel data for ship tracking and maritime situational awareness solutions in Canada for a combination of cash and Spire stock ("Acquisition"). The Acquisition was accounted for as a business combination.

2.
Summary of Significant Accounting Policies

 

Basis of Presentation

The Condensed Consolidated Financial Statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and regulations of the U.S. Securities and Exchange Commission for interim financial reporting. The Condensed Consolidated Financial Statements for the three months ended March 31, 2022 include the accounts of Spire Global, Inc.(i.e., former NavSight) and its wholly-owned subsidiary, Legacy Spire, following the Merger. The Merger is accounted for as a reverse recapitalization under GAAP. Under this method of accounting, NavSight is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Spire represent a continuation of the financial statements of Legacy Spire with the Merger being treated as the equivalent of Legacy Spire issuing stock for the net assets of NavSight, accompanied by a recapitalization. For periods prior to the Merger, the reported share and per share amounts have been retroactively converted by applying the Exchange Ratio of approximately 1.7058 with the exception of authorized shares. Issued and outstanding shares and warrants as disclosed herein have been adjusted reflecting the Exchange Ratio. Certain information and footnote disclosures normally included in Consolidated Financial Statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements included within the Company's Annual Report on Form 10-K for the year ended December 31, 2021.

The information as of December 31, 2021 included on the Condensed Consolidated Balance Sheets was derived from the Company’s audited Consolidated Financial Statements. The unaudited Condensed Consolidated Financial Statements were prepared on the same basis as the audited Consolidated Financial Statements and, in the opinion of management, contain all adjustments, consisting of normal recurring adjustments necessary for a fair statement of its financial position, results of operations and cash flows for the periods indicated. All intercompany accounts and transactions have been eliminated in consolidation.

Results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2022.

Liquidity Risks and Uncertainties

The unaudited Condensed Consolidated Financial Statements have been prepared on the basis of continuity of operations, the realization of assets, and the satisfaction of liabilities in the ordinary course of business. Since inception, the Company has been engaged in developing its product offerings, raising capital, and recruiting personnel. The Company’s operating plan may change as a result of many factors currently unknown and there can be no assurance that the current operating plan will be achieved in the time frame anticipated by the Company, and it may need to seek additional funds sooner than planned. If adequate funds are not available to the Company on a timely basis, it may be

 

10


Spire Global, Inc.

Notes to Condensed Consolidated Financial Statements

(In thousands, except shares and per share data, unless otherwise noted)

(Unaudited)

 

required to delay, limit, reduce, or terminate certain commercial efforts, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of the Company’s stockholders.

The Company has a history of operating losses and negative cash flows from operations since inception. During the three months ended March 31, 2022, net loss was $18,158 and cash used in operations was $14,991. In August 2021, the Company received net proceeds of approximately $236,632 from Private Investment in Public Equity (“PIPE”) investors (the “PIPE Investors”) and the Merger. The Company held cash and cash equivalents of $91,592, excluding restricted cash, as of March 31, 2022. The Company believes that it will have sufficient working capital to operate for a period of one year from the issuance of the March 31, 2022 Condensed Consolidated Financial Statements based on the Company's current cash and cash equivalents balance, which includes the borrowings under the FP Term Loan Agreement (as defined Note 6) and the funds raised associated with the closing of the Merger.

The Company’s assessment of the period of time through which its financial resources will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties. The Company’s actual results could vary as a result of many factors, including its growth rate, subscription renewal activity, the timing and extent of spending to support its infrastructure and research and development efforts and the expansion of sales and marketing activities. The Company may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. The Company has based its estimates on assumptions that may prove to be wrong, and it could use its available capital resources sooner than it currently expects. The Company may be required to seek additional equity or debt financing. Future liquidity and cash requirements will depend on numerous factors, including market penetration, the introduction of new products, and potential acquisitions of related businesses or technology. In the event that additional financing is required from outside sources, the Company may not be able to raise it on acceptable terms or at all. If the Company is unable to raise additional capital when desired, or if it cannot expand its operations or otherwise capitalize on its business opportunities because it lacks sufficient capital, its business, results of operations, and financial condition would be adversely affected.

COVID-19 Impact

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic, which continues to spread throughout the United States and the world and has resulted in authorities implementing numerous measures to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. While the Company is unable to accurately predict the full impact that the COVID-19 pandemic will have on its results of operations, financial condition, liquidity and cash flows due to numerous uncertainties, including the duration and severity of the pandemic or any resurgences of the pandemic locally or globally, the Company’s compliance with these measures has impacted its day-to-day operations and could continue to disrupt its business and operations, as well as that of certain of the Company’s customers whose industries are more severely impacted by these measures, for an indefinite period of time. During the three months ended March 31, 2022, the Company has experienced adverse changes in customer buying behavior that began in March 2020 as a result of the impact of the COVID-19 pandemic, including decreased customer engagement, delayed sales cycles, and deterioration in near-term demand. Despite these headwinds, the Company experienced an increase in Legacy Spire's revenue for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021. As a result of the impact of the COVID-19 pandemic, the Company experienced delays and re-work due to third-party satellite launch providers schedule shifts, delays and increased expenses in its hiring process, some attrition from adjusting company policies due to the COVID-19 pandemic and additional time and expenses supporting customer contracts.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the dates of the Condensed Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period. Management’s significant estimates include assumptions in revenue recognition, allowance for credit losses, valuation of certain assets and liabilities acquired from the business combination, realizability of deferred income tax assets, and fair value of equity awards, contingent earnout liabilities and warrant liabilities. Actual results could differ from those estimates. Management assessed the impact of COVID-19 on the estimates and assumptions and determined there was no material impact.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted cash included in Other long-term assets, including restricted cash on the Condensed Consolidated Balance Sheets, represents amounts pledged as guarantees or collateral for financing arrangements and lease agreements, as contractually required.

 

11


Spire Global, Inc.

Notes to Condensed Consolidated Financial Statements

(In thousands, except shares and per share data, unless otherwise noted)

(Unaudited)

 

The following table shows components of cash, cash equivalents, and restricted cash reported on the Condensed Consolidated Balance Sheets and in the Condensed Consolidated Statements of Cash Flows as of and for the three months then ended:

 

 

 

March 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

Cash and cash equivalents

 

$

91,592

 

 

$

109,256

 

Restricted cash included in Other long-term assets

 

 

383

 

 

 

389

 

 

 

$

91,975

 

 

$

109,645

 

 

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and restricted cash, and accounts receivable. The Company typically has cash accounts in excess of Federal Deposit Insurance Corporation insurance coverage. The Company has not experienced any losses on such accounts, and management believes that the Company’s risk of loss is remote.

The Company has a concentration of contractual revenue arrangements with various government agencies. The Company had the following customers whose revenue and accounts receivable balances individually represented 10% or more of the Company’s total revenue and/or accounts receivable:

 

 

 

Three Months Ended March 31,

 

 

March 31,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

Revenue

 

 

Revenue

 

 

Accounts
Receivable

 

 

Accounts
Receivable

 

Customer A

 

 

13

%

 

 

18

%

 

 

21

%

 

 

29

%

Customer B

 

 

17

%

 

 

22

%

 

*

 

 

*

 

Customer C

 

*

 

 

 

23

%

 

*

 

 

 

12

%

* Revenue and/or accounts receivable from these customers were less than 10% of total revenue and/or accounts receivable during the period.

Related Parties

In November 2021, in conjunction with the Acquisition, Myriota Pty Ltd ("Myriota"), a Spire customer, became a related party, as exactEarth has 14% ownership of Myriota. As of March 31, 2022, $4,336 of investment in Myriota is included in Other long-term assets, including restricted cash on the Condensed Consolidated Balance Sheets. The Company accounts for this investment using the equity method of accounting. The Company's share of earnings or losses on the investment is recorded on a month lag, due to the timing of receiving the financials from Myriota, as a component of Other (expense) income, net in the Condensed Consolidated Statements of Operations. The Company generated $527 in revenue for the three months ended March 31, 2022 and had $170 accounts receivable as of March 31, 2022 from Myriota.

The Company borrowed gross proceeds of $1,232 of Convertible notes payable in February 2021 from certain stockholders. Interest expense recognized on related party Convertible notes payable is $0 and $154 for the three months ended March 31, 2022 and 2021, respectively. Immediately prior to the effective time of the Merger, the Convertible notes were automatically converted into shares of common stock of Legacy Spire (“Legacy Spire Common Stock”).

Accounting Pronouncements Recently Adopted

In February 2016, the FASB issued ASU No. 2016-02, Leases ("ASC 842"), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). Since this standard was originally issued, there have been improvements and clarification released by the FASB. Under the new guidance, at the commencement date, lessees are required to recognize a lease liability with a corresponding right-of-use (ROU) asset.

On January 1, 2022, the Company adopted ASC 842 using the modified retrospective approach with the effective date as of the date of initial application. Consequently, results for the three months ended March 31, 2022 are presented under Topic 842. Prior period amounts were not adjusted and continue to be reported in accordance with previous lease guidance under ASC Topic 840, Leases.

 

12


Spire Global, Inc.

Notes to Condensed Consolidated Financial Statements

(In thousands, except shares and per share data, unless otherwise noted)

(Unaudited)

 

The Company elected the following practical expedients as permitted per the guidance:

The "package of practical expedients" which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. The Company has elected this package of practical expedients in its entirety.
The short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities for existing short-term leases of assets in transition.
The practical expedient to not separate lease and non-lease components for all of our leases.

Adoption of ASC 842 resulted in the recording of $11,775 as ROU assets and $12,611 as lease liabilities, as of January 1, 2022. The difference between the ROU assets and lease liabilities is driven primarily by lease incentives and deferred rent balances that were reclassified from liabilities, presented in other accrued expenses for the current portion and other long-term liabilities for the long-term portion, to the ROU asset balance, presented in operating lease assets. The standard did not materially impact retained earnings, consolidated net income, and statements of cash flows.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, by removing certain exceptions to the general principles which is intended to improve consistent application. A franchise tax that is partially based on income will be recognized as an income-based tax and any incremental amount will be recognized as non-income-based tax. This standard is effective for fiscal years beginning after December 15, 2021 (January 1, 2022 for the Company), with early adoption permitted. The adoption of ASU 2019-12 as of January 1, 2022 did not materially impact the Company's Condensed Consolidated Financial Statements.

Accounting Pronouncements Not Yet Adopted

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. The guidance is effective for annual reporting periods beginning after December 15, 2022, including interim periods within that reporting period and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company did not early adopt for the recent Acquisition.

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), guidance on modifying the disclosure requirements to increase the transparency of government assistance including disclosure of the types of assistance, an entity's accounting for the assistance and the effect of the assistance on an entity's financial statements. The amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2021 and should be applied either prospectively or retrospectively. The Company is currently evaluating the impact of adopting ASU 2021-10 within its Annual Report on Form 10-K for the fiscal year 2022 and does not expect this accounting standard update to have a material impact on its Consolidated Financial Statements.

3.
Revenue, Contract Assets, Contract Liabilities and Remaining Performance Obligations

 

Disaggregation of Revenue

Revenue from subscription-based contracts was $12,120 and represented 67% of total revenue for the three months ended March 31, 2022 and was $3,980, representing 41% of total revenue for the three months ended March 31, 2021. Revenue from non-subscription-based contracts was $5,950 and represented 33% of total revenue for the three months ended March 31, 2022 and was $5,744, representing 59% of total revenue for the three months ended March 31, 2021.

The following revenue disaggregated by geography was recognized:

 

 

 

Three Months Ended
March 31, 2022

 

 

Three Months Ended
March 31, 2021

 

EMEA(1)

 

$

7,935

 

 

 

44

%

 

$

3,839

 

 

 

39

%

Americas (2)

 

 

7,614

 

 

 

42

%

 

 

3,277

 

 

 

34

%

Asia Pacific (3)

 

 

2,521

 

 

 

14

%

 

 

2,600

 

 

 

27

%

Total

 

$

18,070

 

 

 

100

%

 

$

9,716

 

 

 

100

%

(1)
The Netherlands represented 19% for the three months ended 2021. The United Kingdom represented 16% and 11% for the three months ended March 31, 2022 and 2021, respectively.
(2)
U.S. represented 33% for the three months ended March 31, 2022, and 34% for the three months ended March 31, 2021.
(3)
Australia represented 23% for the three months ended March 31, 2021.

 

 

13


Spire Global, Inc.

Notes to Condensed Consolidated Financial Statements

(In thousands, except shares and per share data, unless otherwise noted)

(Unaudited)

 

Contract Assets

As of March 31, 2022, and December 31, 2021, Contract assets were $3,630 and $2,084, respectively, on the Condensed Consolidated Balance Sheets.

Changes in Contract assets for the three months ended March 31, 2022 and 2021 were as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

Balance as of December 31, 2021

 

$

2,084

 

 

$

889

 

Contract assets recorded during the period

 

 

3,122

 

 

 

 

Reclassified to Accounts receivable

 

 

(1,557

)

 

 

 

Other

 

 

(19

)

 

 

(9

)

Balance as of March 31, 2022

 

$

3,630

 

 

$

880

 

Contract Liabilities

As of March 31, 2022, Contract liabilities were $8,236 of which $6,483 is reported in current portion of Contract liabilities and $1,753 is reported in non-current portion in Other long-term liabilities on the Company’s Condensed Consolidated Balance Sheets. As of December 31, 2021, Contract liabilities were $9,255 of which $8,627 is reported in current portion of Contract liabilities and $628 is reported in non-current portion in Other long-term liabilities on the Company’s Condensed Consolidated Balance Sheets.

Changes in Contract liabilities for the three months ended March 31, 2022 and 2021 were as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

Balance as of December 31, 2021

 

$

9,255

 

 

$

8,110

 

Contract liabilities recorded during the period

 

 

3,563

 

 

 

3,269

 

Revenue recognized during the period

 

 

(4,514

)

 

 

(3,531

)

Other

 

 

(68

)

 

 

(111

)