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 March 31, 2023


☐	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

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 ☒

The registrant had outstanding 146,063,378 shares of Class A common stock and 12,058,614 shares of Class B common stock as of May 1, 2023.

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	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	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	39

PART II.	OTHER INFORMATION	42

Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 4.	Mine Safety Disclosures	43
Item 5.	Other Information	43
Item 6.	Exhibits	44
Signatures		45

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:

•

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 customer 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 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 of global health crises 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 Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year

ended December 31, 2022 and in Part II, Item 1A “Risk Factors” of 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)


	March 31,			December 31,
	2023			2022
Assets
Current assets
Cash and cash equivalents	$	46,952		$	47,196
Marketable securities		25,660			23,084
Accounts receivable, net (including allowance of $944 and $395 as of March 31, 2023 and December 31, 2022, respectively)		13,855			13,864
Contract assets		4,213			3,353
Other current assets		8,949			9,279
Total current assets		99,629			96,776
Property and equipment, net		58,147			53,752
Operating lease right-of-use assets		12,549			11,687
Goodwill		50,039			49,954
Customer relationships		20,373			20,814
Other intangible assets		13,590			13,967
Other long-term assets, including restricted cash		9,175			9,562
Total assets	$	263,502		$	256,512
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	6,517		$	4,800
Accrued wages and benefits		4,861			4,502
Contract liabilities, current portion		17,444			15,856
Other accrued expenses		7,596			8,210
Total current liabilities		36,418			33,368
Long-term debt		119,035			98,475
Contingent earnout liability		273			349
Deferred income tax liabilities		794			771
Warrant liability		1,066			1,831
Operating lease liabilities, net of current portion		11,523			10,815
Other long-term liabilities		556			780
Total liabilities		169,665			146,389
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, 146,046,442 Class A and 12,058,614 Class B shares issued and outstanding at March 31, 2023; 143,679,385 Class A and 12,058,614 Class B shares issued and outstanding at December 31, 2022		16			16
Additional paid-in capital		458,683			455,751
Accumulated other comprehensive loss		(8,542	)		(6,997	)
Accumulated deficit		(356,320	)		(338,647	)
Total stockholders’ equity		93,837			110,123
Total liabilities and stockholders’ equity	$	263,502		$	256,512

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 March 31,
	2023			2022
Revenue	$	24,168		$	18,070
Cost of revenue		10,360			9,846
Gross profit		13,808			8,224
Operating expenses:
Research and development		9,663			8,657
Sales and marketing		6,850			6,905
General and administrative		11,770			12,684
Total operating expenses		28,283			28,246
Loss from operations		(14,475	)		(20,022	)
Other income (expense):
Interest income		565			14
Interest expense		(4,578	)		(3,043	)
Change in fair value of contingent earnout liability		76			6,883
Change in fair value of warrant liabilities		746			5,835
Foreign exchange		1,024			(935	)
Other expense, net		(762	)		(234	)
Total other (expense) income, net		(2,929	)		8,520
Loss before income taxes		(17,404	)		(11,502	)
Income tax provision		269			290
Net loss	$	(17,673	)	$	(11,792	)
Basic and diluted net loss per share	$	(0.12	)	$	(0.08	)
Weighted-average shares used in computing basic and diluted net loss per share		144,770,908			139,274,538

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 March 31,
	2023			2022
Net loss	$	(17,673	)	$	(11,792	)
Other comprehensive (loss) gain:
Foreign currency translation adjustments		(1,589	)		1,859
Net unrealized gain on investments (net of tax)		44			—
Comprehensive loss	$	(19,218	)	$	(9,933	)

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

(In thousands, except share amounts)

(Unaudited)


	Common Stock				Additional Paid		Accumulated Other Comprehensive			Accumulated			Total Stockholders'
	Shares		Amount		Capital		(Loss) Income			Deficit			Equity
Balance, December 31, 2022		155,737,999	$	16	$	455,751	$	(6,997	)	$	(338,647	)	$	110,123
Release of Restricted Stock Units		2,089,229		—		—		—			—			—
Stock compensation expense		—		—		2,646		—			—			2,646
Conversion of warrants to common stock		277,828		—		286		—			—			286
Net loss		—		—				—			(17,673	)		(17,673	)
Foreign currency translation adjustments		—		—		—		(1,589	)		—			(1,589	)
Net unrealized gain on investments (net of tax)		—		—		—		44			—			44
Balance, March 31, 2023		158,105,056	$	16	$	458,683	$	(8,542	)	$	(356,320	)	$	93,837

	Common Stock				Additional Paid		Accumulated Other Comprehensive			Accumulated			Total Stockholders'
	Shares		Amount		Capital		Income			Deficit			Equity
Balance, December 31, 2021		151,154,614	$	15	$	438,696	$	732		$	(249,236	)	$	190,207
Exercise of stock options		492,064		—		638		—			—			638
Release of Restricted Stock Units		4,014		—		—		—			—			—
Stock compensation expense		—		—		2,289		—			—			2,289
Net loss		—		—		—		—			(11,792	)		(11,792	)
Foreign currency translation adjustments		—		—		—		1,859			—			1,859
Balance, March 31, 2022		151,650,692	$	15	$	441,623	$	2,591		$	(261,028	)	$	183,201

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

Spire Global, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Three Months Ended March 31,
	2023			2022
Cash flows from operating activities
Net loss	$	(17,673	)	$	(11,792	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		3,916			4,834
Stock-based compensation		2,646			2,289
Amortization of operating lease right-of-use assets		224			573
Amortization of debt issuance costs		554			1,413
Change in fair value of warrant liability		(746	)		(5,835	)
Change in fair value of contingent earnout liability		(76	)		(6,883	)
Deferred income tax liabilities		6			—
Other, net		(110	)		—
Changes in operating assets and liabilities:
Accounts receivable, net		97			2,215
Contract assets		(855	)		(1,531	)
Other current assets		117			1,409
Other long-term assets		410			469
Accounts payable		(604	)		(828	)
Accrued wages and benefits		323			(1,051	)
Contract liabilities		1,259			(962	)
Other accrued expenses		(548	)		1,077
Operating lease liabilities		(230	)		(342	)
Other long-term liabilities		—			(46	)
Net cash used in operating activities		(11,290	)		(14,991	)
Cash flows from investing activities
Purchases of short-term investments		(13,908	)		—
Maturities of short-term investments		11,600			—
Purchase of property and equipment		(4,649	)		(4,243	)
Investment in intangible assets		—			(19	)
Net cash used in investing activities		(6,957	)		(4,262	)
Cash flows from financing activities
Proceeds from long-term debt		19,886			95
Proceeds from exercise of stock options		—			638
Net cash provided by financing activities		19,886			733
Effect of foreign currency translation on cash, cash equivalents and restricted cash		(1,846	)		850
Net decrease in cash, cash equivalents and restricted cash		(207	)		(17,670	)
Cash, cash equivalents and restricted cash
Beginning balance		47,569			109,645
Ending balance	$	47,362		$	91,975
Supplemental disclosure of cash flow information
Cash paid for interest	$	3,827		$	1,627
Income taxes paid	$	451		$	—
Noncash investing and financing activities
Property and equipment purchased but not yet paid	$	2,299		$	2,250
Right-of-use assets obtained in exchange for lease liabilities	$	1,007		$	—
Issuance of stock warrants with long-term debt (Note 8)	$	286		$	—

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

Spire Global, Inc.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

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 headquartered in Vienna, Virginia and has several wholly owned operating subsidiaries in the United States, United Kingdom, Luxembourg, Singapore, Australia and Canada.

On August 16, 2021, 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.

On September 14, 2022, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Canaccord Genuity LLC, as sales agent (the “Agent”). In accordance with the terms of the Equity Distribution Agreement, the Company may offer and sell its Class A common stock, having an aggregate offering price of up to $85,000 from time to time through the Agent pursuant to a registration statement on Form S-3, which became effective on September 26, 2022. There had been no sales under the Equity Distribution Agreement as of March 31, 2023.

On March 24, 2023, the Company, was notified by the New York Stock Exchange (“NYSE”) that the Company is not in compliance with Rule 802.01C of the NYSE’s Listed Company Manual (“Rule 802.01C”) relating to the minimum average closing price of the Company’s Class A common stock, par value of $