10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended September 30, 2022


☐	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) (Zip Code)

(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 140,011,711 shares of Class A common stock, 12,058,614 shares of Class B common stock, and 18,099,982 warrants as of October 31, 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	11
	Notes to Unaudited Condensed Consolidated Financial Statements	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 4.	Controls and Procedures	49

PART II.	OTHER INFORMATION	52

Item 1.	Legal Proceedings	52
Item 1A.	Risk Factors	52
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	86
Item 3.	Defaults Upon Senior Securities	86
Item 4.	Mine Safety Disclosures	86
Item 5.	Other Information	86
Item 6.	Exhibits	87
Signatures		88

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,” “seek” 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;

•

our ability to remedy identified material weaknesses;

•

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;

•

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, inflation, rising interest rates and geopolitical uncertainty and instability, and their impact on demand and pricing for our offerings in affected markets; and

•

the impact and severity of the COVID-19 pandemic, including evolving and future variants, 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.

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 expectations 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 rely upon these statements.

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)


	September 30,			December 31,
	2022			2021
(In thousands)	(Unaudited)			(Audited)
Assets
Current assets
Cash and cash equivalents	$	59,443		$	109,256
Marketable securities		22,398			—
Accounts receivable, net (including allowance of $516 and $339 as of September 30, 2022 and December 31, 2021, respectively)		16,063			10,163
Contract assets		3,360			2,084
Other current assets		8,192			10,071
Total current assets		109,456			131,574
Property and equipment, net		52,708			48,704
Operating lease assets		9,204			—
Goodwill		49,537			53,627
Customer relationships		21,057			24,388
Other intangible assets		14,717			19,765
Other long-term assets, including restricted cash		9,936			12,136
Total assets	$	266,615		$	290,194
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	5,680		$	5,824
Accrued wages and benefits		4,991			5,646
Contract liabilities, current portion		14,244			8,627
Other accrued expenses		7,881			4,823
Total current liabilities		32,796			24,920
Long-term debt		97,070			51,124
Contingent earnout liability		429			10,026
Deferred income tax liabilities		700			835
Warrant liability		4,046			11,482
Operating lease liabilities, net of current portion		8,693			—
Other long-term liabilities		541			1,600
Total liabilities		144,275			99,987
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, 140,011,711 Class A and 12,058,614 Class B shares issued and outstanding at September 30, 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		448,105			438,696
Accumulated other comprehensive (loss) income		(4,676	)		732
Accumulated deficit		(321,104	)		(249,236	)
Total stockholders’ equity		122,340			190,207
Total liabilities and stockholders’ equity	$	266,615		$	290,194

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

Spire Global, Inc.

Condensed Consolidated Statements of Operations

(In thousands, except share and per share amounts)

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Revenue	$	20,418		$	9,561		$	57,883		$	28,390
Cost of revenue		10,198			5,338			29,617			12,393
Gross profit		10,220			4,223			28,266			15,997
Operating expenses
Research and development		8,879			7,804			25,761			21,913
Sales and marketing		7,794			5,574			21,427			14,369
General and administrative		9,903			8,217			33,861			23,507
Total operating expenses		26,576			21,595			81,049			59,789
Loss from operations		(16,356	)		(17,372	)		(52,783	)		(43,792	)
Other income (expense)
Interest income		336			4			456			6
Interest expense		(3,897	)		(2,392	)		(9,725	)		(8,267	)
Change in fair value of contingent earnout liability		344			(22,142	)		9,597			(22,142	)
Change in fair value of warrant liabilities		1,282			(13,353	)		11,014			(23,529	)
Loss on extinguishment of debt		—			—			(22,510	)		(3,255	)
Foreign exchange loss		(2,806	)		(465	)		(6,346	)		(1,119	)
Other income (expense), net		(660	)		(119	)		(1,165	)		399
Total other expense, net		(5,401	)		(38,467	)		(18,679	)		(57,907	)
Loss before income taxes		(21,757	)		(55,839	)		(71,462	)		(101,699	)
Income tax provision		54			269			406			969
Net loss	$	(21,811	)	$	(56,108	)	$	(71,868	)	$	(102,668	)
Basic and diluted net loss per share	$	(0.16	)	$	(0.83	)	$	(0.51	)	$	(2.75	)
Weighted-average shares used in computing basic and diluted net loss per share		139,942,968			67,348,269			139,637,442			37,389,424

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

Spire Global, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(In thousands)

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Net loss	$	(21,811	)	$	(56,108	)	$	(71,868	)	$	(102,668	)
Other comprehensive loss:
Foreign currency translation adjustments		(4,969	)		324			(5,322	)		791
Net unrealized loss on investments (net of tax)		(3	)		—			(86	)		—
Comprehensive loss	$	(26,783	)	$	(55,784	)	$	(77,276	)	$	(101,877	)

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

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 (Loss)			Deficit			Equity
Balance, June 30, 2022		151,929,995	$	15	$	445,005		$	296		$	(299,293	)	$	146,023
Exercise of stock options		—		—		1			—			—			1
Vesting of restricted stock units, net of tax withholdings		137,830		—		(30	)		—			—			(30	)
Issuance of common stock upon ESPP purchase		2,500		—		4			—			—			4
Stock compensation expense		—		—		3,125			—			—			3,125
Net loss		—		—		—			—			(21,811	)		(21,811	)
Foreign currency translation adjustments		—		—		—			(4,969	)		—			(4,969	)
Net unrealized loss on investments (net of tax)		—		—		—			(3	)		—			(3	)
Balance, September 30, 2022		152,070,325	$	15	$	448,105		$	(4,676	)	$	(321,104	)	$	122,340

	Common Stock				Additional Paid			Accumulated Other Comprehensive			Accumulated			Total Stockholders'
	Shares		Amount		Capital			Income (Loss)			Deficit			Equity
Balance, December 31, 2021		151,154,614	$	15	$	438,696		$	732		$	(249,236	)