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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

SPIRE GLOBAL, INC.

(Exact name of registrant as specified in its charter)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 8.01. Other Information.

As previously disclosed, Spire Global, Inc. (the “Company”) effected a reverse stock split of the Company’s outstanding Class A and Class B common stock at a split ratio of 1-for-8 (the “Reverse Stock Split”), effective at 12:01 a.m. Eastern Time on August 31, 2023 (the “Effective Time”). At the Effective Time, each eight shares of Class A common stock and Class B common stock issued and outstanding immediately prior to the Effective Time were automatically reclassified, combined and converted into one validly issued, fully paid and non-assessable share of Class A common stock or Class B common stock, respectively, except that no fractional shares were issued. Proportional adjustments were made to the number of shares of Class A common stock subject to outstanding equity awards and warrants, as well as the applicable exercise price.

The Company has registration statements on Form S-3 (File Nos. 333-267413 and 333-259733) and registration statements on Form S-8 (File Nos. 333-260370, 333-261186, 333-264001 and 333-271233) on file with the Securities and Exchange Commission (the “Commission”). Commission regulations permit the Company to incorporate by reference future filings made with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of the offerings covered by registration statements filed on Form S-3 or Form S-8. The information set forth above related to the Reverse Stock Split is considered to be part of the prospectus included within each of those registration statements. Information in this Item 8.01 of this Current Report on Form 8-K is therefore intended to be automatically incorporated by reference into each of the active registration statements listed above, thereby amending them. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the amount of undistributed shares of Class A common stock deemed to be covered by the effective registration statements of the Company described above are proportionately reduced as of the Effective Time to give effect to the Reverse Stock Split.

The Spire Global, Inc. 2021 Equity Incentive Plan and the Spire Global, Inc. 2021 Employee Stock Purchase Plan, each as updated to reflect the Reverse Stock Split, are attached hereto as Exhibits 10.1 and 10.2, respectively.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.