Exhibit 99.1

Spire Global, Inc.

Unaudited Condensed Consolidated Financial Statements

(Unaudited)

INDEX TO FINANCIAL STATEMENTS

 

Unaudited Condensed Consolidated Financial Statements as of and for the Six Months Ended June 30, 2021 and 2020

  

Condensed Consolidated Balance Sheets

   2

Condensed Consolidated Statements of Operations

   3

Condensed Consolidated Statements of Comprehensive Loss

   4

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

   5

Condensed Consolidated Statements of Cash Flows

   6

Notes to Condensed Consolidated Financial Statements

   7


Spire Global, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)

 

 

     June 30,
2021
    December 31,
2020
 

Assets

    

Current assets

    

Cash and cash equivalents

   $ 36,221     $ 15,571  

Accounts receivable, net (including allowance for doubtful accounts of $317 and $174 as of June 30, 2021 and December 31, 2020, respectively)

     5,285       3,738  

Contract assets

     846       853  

Other current assets

     5,354       2,112  
  

 

 

   

 

 

 

Total current assets

     47,706       22,274  

Property and equipment, net

     22,555       20,458  

Intangible assets, net

     706       751  

Restricted cash, long-term

     13,205       415  

Other long-term assets

     364       524  
  

 

 

   

 

 

 

Total assets

   $ 84,536     $ 44,422  
  

 

 

   

 

 

 

Liabilities and Stockholders’ Deficit

    

Current liabilities

    

Accounts payable

   $ 2,906     $ 1,775  

Accrued wages and benefits

     1,738       1,590  

Contract liabilities, current portion

     10,914       8,110  

Other accrued expenses

     4,479       1,813  
  

 

 

   

 

 

 

Total current liabilities

     20,037       13,288  

Long-term debt, non-current

     58,304       26,645  

Convertible notes payable, net (including related parties of $8,718 and $7,498 as of June 30, 2021, and December 31, 2020, respectively)

     71,718       48,631  

Deferred income tax liabilities

     319       338  

Other long-term liabilities

     14,857       4,256  
  

 

 

   

 

 

 

Total liabilities

     165,235       93,158  
  

 

 

   

 

 

 

Commitments and contingencies (Note 9)

    

Stockholders’ Deficit

    

Series A preferred stock, $0.0001 par value, 12,671,911 shares authorized, issued and outstanding at June 30, 2021 and December 31, 2020 (liquidation value of $52,809 at June 30, 2021 and December 31, 2020)

     52,809       52,809  

Series B preferred stock, $0.0001 par value, 4,869,754 shares authorized, issued and outstanding at June 30, 2021 and December 31, 2020 (liquidation value of $35,228 at June 30, 2021 and December 31, 2020)

     35,228       35,228  

Series C preferred stock, $0.0001 par value, 9,126,525 shares authorized, 7,592,402 and 7,506,273 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively (liquidation value of $66,113 and $65,222 June 30, 2021 and December 31, 2020, respectively)

     66,113       65,222  

Common stock, $0.0001 par value, 80,000,000 shares authorized, 11,262,988 and 10,355,315 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively

     1       1  

Additional paid-in capital

     23,371       10,132  

Accumulated other comprehensive loss

     (515     (982

Accumulated deficit

     (257,706     (211,146
  

 

 

   

 

 

 

Total stockholders’ deficit

     (80,699     (48,736
  

 

 

   

 

 

 

Total liabilities and stockholders’ deficit

   $ 84,536     $ 44,422  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

2


Spire Global, Inc.

Condensed Consolidated Statements of Operations

(In thousands, except share and per share amounts)

(Unaudited)

 

 

     Six Months Ended June 30,  
     2021     2020  

Revenue

   $ 18,829     $ 14,037  

Cost of revenue

     7,055       5,395  
  

 

 

   

 

 

 

Gross profit

     11,774       8,642  
  

 

 

   

 

 

 

Operating expenses

    

Research and development

     14,109       9,354  

Sales and marketing

     8,795       4,788  

General and administrative

     15,290       5,744  
  

 

 

   

 

 

 

Total operating expenses

     38,194       19,886  
  

 

 

   

 

 

 

Loss from operations

     (26,420     (11,244
  

 

 

   

 

 

 

Other income (expense)

    

Interest income

     2       45  

Interest expense

     (5,875     (2,957

Change in fair value of warrant liabilities

     (10,176     —    

Other expense, net

     (3,391     (455
  

 

 

   

 

 

 

Total other expense, net

     (19,440     (3,367
  

 

 

   

 

 

 

Loss before income taxes

     (45,860     (14,611

Income tax provision

     700       105  
  

 

 

   

 

 

 

Net loss

   $ (46,560   $ (14,716
  

 

 

   

 

 

 

Basic and diluted net loss per share

   $ (4.37   $ (1.43
  

 

 

   

 

 

 

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

     10,663,811       10,319,534  
  

 

 

   

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

3


Spire Global, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(In thousands)

(Unaudited)

 

 

     Six Months Ended June 30,  
           2021                 2020        

Net loss

   $ (46,560   $ (14,716

Other comprehensive loss:

    

Foreign currency translation adjustments

                         467                           124  
  

 

 

   

 

 

 

Comprehensive loss

   $ (46,093   $ (14,592
  

 

 

   

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

4


Spire Global, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

(In thousands, except share amounts)

(Unaudited)

 

 

    Series A
Preferred Stock
    Series B
Preferred Stock
    Series C
Preferred Stock
    Common Stock     Additional
Paid-in
Capital
    Accumulated
Other

Comprehensive
Loss
    Accumulated
Deficit
    Total
Stockholders’
Deficit
 
    Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount  

Balance, December 31, 2020

    12,671,911     $ 52,809       4,869,754     $ 35,228       7,506,273     $ 65,222       10,355,315     $ 1     $ 10,132     $ (982   $ (211,146   $ (48,736

Exercise of stock options

    —         —         —         —         —         —         334,497       —         673       —         —         673  

Stock compensation expense

    —         —         —         —         —         —         —         —         4,501       —         —         4,501  

Issuance of shares to FP Credit Partners, L.P. (Note 6)

    —         —         —         —         —         —         573,176       —         8,065       —         —         8,065  

Exercise of series C preferred warrants

    —         —         —         —         86,129       891       —         —         —         —         —         891  

Net loss

    —         —         —         —         —         —         —         —         —         —         (46,560     (46,560

Foreign currency translation adjustments

    —         —         —         —         —         —         —         —         —         467       —         467  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, June 30, 2021

    12,671,911     $ 52,809       4,869,754     $ 35,228       7,592,402     $ 66,113       11,262,988     $ 1     $ 23,371     $ (515   $ (257,706   $ (80,699
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    Series A
Preferred Stock
    Series B
Preferred Stock
    Series C
Preferred Stock
    Common Stock     Additional
Paid-in
Capital
    Accumulated
Other

Comprehensive
Loss
    Accumulated
Deficit
    Total
Stockholders’
Deficit
 
    Shares     Amount     Shares     Amount     Shares     Amount     Shares     Amount  

Balance, December 31, 2019

    12,671,911     $ 52,809       4,869,754     $ 35,228       7,506,273     $ 65,222       10,319,260     $ 1     $ 7,355     $ (628   $ (178,642   $ (18,655

Exercise of stock options

    —         —         —         —         —         —         1,134       —         2       —         —         2  

Stock compensation expense

    —         —         —         —         —         —         —         —         920       —         —         920  

Net loss

    —         —         —         —         —         —         —         —         —         —         (14,716     (14,716

Foreign currency translation adjustments

    —         —         —         —         —         —         —         —         —         124       —         124  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, June 30, 2020

    12,671,911     $ 52,809       4,869,754     $ 35,228       7,506,273     $ 65,222       10,320,394     $ 1     $ 8,277     $ (504   $ (193,358   $ (32,325
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

5


Spire Global, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

     Six Months Ended June 30,  
           2021                 2020        

Cash flows from operating activities

    

Net loss

   $ (46,560   $ (14,716

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

    

Depreciation and amortization

     3,540       2,596  

Stock-based compensation

     4,501       920  

Accretion on carrying value of convertible notes

     3,302       2,193  

Amortization of debt issuance costs

     1,544       84  

Change in fair value of warrant liability

     10,176       —    

Deferred income tax liabilities

     (23     193  

Loss on extinguishment of debt

     2,277       —    

Changes in operating assets and liabilities:

    

Accounts receivable

     (1,635     (607

Contract assets

     —         (89

Other current assets

     (1,044     (87

Other long-term assets

     151       —    

Accounts payable

     1,133       756  

Accrued wages and benefits

     153       126  

Contract liabilities

     2,862       5,360  

Other accrued expenses

     456       491  

Other long-term liabilities

     1,016       (52
  

 

 

   

 

 

 

Net cash used in operating activities

     (18,151     (2,832
  

 

 

   

 

 

 

Cash flows from investing activities

    

Purchase of property and equipment

     (5,581     (6,766

Investment in intangible assets

     (2     —    
  

 

 

   

 

 

 

Net cash used in investing activities

     (5,583     (6,766
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from long-term debt

     70,000       1,709  

Proceeds from issuance of convertible notes payable

     20,000       225  

Payments on redemption of long-term debt

     (29,628     (3,000

Payment of debt issuance costs

     (4,274     —    

Proceeds from exercise of stock options

     673       2  
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     56,771       (1,064
  

 

 

   

 

 

 

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

     403       318  
  

 

 

   

 

 

 

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

     33,440       (10,344

Cash, cash equivalents and restricted cash

    

Beginning of period

     15,986       24,531  
  

 

 

   

 

 

 

End of period

   $                 49,426               14,187  
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information

    

Cash paid for interest

   $ 676     $ 584  

Cash paid for income taxes

   $ 233     $ —    

Noncash Investing and financing activities

    

Issuance of shares to FP (Note 6)

   $ 8,065     $ —    

Capitalized merger costs not yet paid

   $ 2,203     $ —    

Exercise of Series C preferred stock warrants

   $ 891     $ —    

Issuance of stock warrants with long-term debt

   $ 308     $ —    

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

6


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”) and Spire Global Singapore Pte. Ltd. (“Singapore”). The Company currently operates offices in six locations: San Francisco, Boulder, Washington D.C. (U.S.), Glasgow (U.K.), Luxembourg, and Singapore.

On March 1, 2021, the Company announced that it entered into a definitive merger agreement (the “Business Combination Agreement”) with NavSight Holdings Inc. (“NavSight”), a special purpose acquisition company, for a merger transaction that would result in the Company becoming a publicly listed company. On August 16, 2021 (the “Closing Date”), the Company completed the merger with NavSight pursuant to the terms of the Business Combination Agreement, and as a result, a wholly owned subsidiary of NavSight merged with and into Spire, with Spire continuing as the surviving entity as a subsidiary of NavSight, and changing its name to Spire Global Subsidiary Inc. (“Old Spire”). On the Closing Date, NavSight changed its name to “Spire Global Inc” (“New Spire”). As a result of the merger, New Spire raised net proceeds of $236,632 (Note 12). The merger transaction is expected to qualify as a tax-free merger.

 

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 (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission for interim financial reporting. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. 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 audited consolidated financial statements and the related notes for the years ended December 31, 2020 and 2019.

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

7


Spire Global, Inc.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

 

 

The information as of December 31, 2020 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 to present fairly the financial position, results of operations and cash flows for the periods indicated. All significant intercompany accounts and transactions have been eliminated in consolidation.

Operating results for the six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2021.

Liquidity Risks and Uncertainties

The Company has a history of operating losses and negative cash flows from operations since inception. During the six months ended June 30, 2021, net loss was $46,560 and cash used in operations was $18,151. During the six months ended June 30, 2020, net loss was $14,716 and cash used in operations was $2,832. The Company held cash and cash equivalents of $36,221, excluding restricted cash, at June 30, 2021. The Company believes that it will have sufficient working capital to operate for a period of one year from the issuance of the Condensed Consolidated Financial Statements as of and for the six months ended June 30, 2021 based on the borrowings under the April 15, 2021 credit agreement with FP Credit Partners L.P. and the additional funds raised associated with the closing of the merger with NavSight (Note 12).

COVID-19 Impact

The worldwide spread of COVID-19 has created significant global economic uncertainty and the Company is unable to accurately predict the full impact that the COVID-19 pandemic will have on its operating results, 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, which have resulted and could result in various measures to combat the pandemic. Compliance with these measures has impacted the day-to-day operations and could continue to disrupt the business and operations, as well as that of certain customers whose industries are more severely impacted by these measures, for an indefinite period of time. Through the six months ended June 30, 2021, the Company 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. In December 2020, vaccines for COVID-19 were approved for distribution in the U.S. and certain other developed nations. In 2021, the Delta variant of COVID-19 has become the dominant strain in numerous countries around the world, including the U.S., and is believed to be more contagious than other previously identified COVID-19 strains. Through the date of these Condensed Consolidated Financial Statements, vaccination efforts are on-going in the U.S. and abroad; however, the timing of complete global economic recovery is still uncertain.

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

8


Spire Global, Inc.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

 

 

Use of Estimates

The preparation of financial statements in conformity with U.S. 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 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 doubtful accounts, realizability of deferred income tax assets, fair value of derivative financial instruments, equity awards and warrant liabilities. Actual results could differ from those estimates.

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 in the Condensed Consolidated Balance Sheets represents amounts pledged as guarantees or collateral for financing arrangements and lease agreements, as contractually required.

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:

 

                                                                                       
      June 30,
2021
    December 31,
2020
 

Cash and cash equivalents

 

  $           36,221     $           15,571  

Restricted cash included in Other long-term assets

 

    13,205       415  
 

 

 

   

 

 

 
  $ 49,426     $ 15,986  
   

 

 

   

 

 

 
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 governmental agencies and nongovernmental entities. Entities under common control are reported as a single customer. 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:

 

 

 

    Six Months Ended
June 30,
    June 30,
2021
    December 31,
2020
 
    2021     2020  
    Revenue     Revenue     Accounts
Receivable
    Accounts
Receivable
 

Customer A

    30     40     33     67

Customer B

    20     22     *       *  

Customer C

    12     *       25     *  

 

  *

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

 

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)

 

 

Deferred Offering and Merger Costs

The Company capitalizes within Other current assets on the Condensed Consolidated Balance Sheets certain legal, accounting and other third-party fees that are directly related to the Company’s in-process equity financing and merger related transactions until such transactions are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received from the offering. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are written off to operating expenses. The Company has capitalized $2,628 of such costs as of June 30, 2021. No costs were capitalized as of December 31, 2020.

During the six months ended June 30, 2021, the Company incurred an additional $4,298 of costs indirectly related to the merger with NavSight Holdings, Inc., including $3,466 for professional services and $832 of other merger related costs. These amounts have been included in General and administrative expenses in the Condensed Consolidated Statements of Operations for the six months ended June 30, 2021. No such costs were incurred during the six months ended June 30, 2020.

Related Parties

One of the Company’s stockholders and debtors is also a customer from which the Company generated $404 of revenue for the six months ended June 30, 2020. No revenue was generated from this customer for the six months ended June 30, 2021.

The Company borrowed gross proceeds of $1,232 of Convertible notes payable in February 2021 and $6,414 of Convertible notes payable during the year ended December 31, 2019 from certain stockholders (Note 7). Interest expense recognized on related party Convertible notes payable was $325 and $266 for the six months ended June 30, 2021 and 2020, respectively. Total carrying value of the related party balance included as Convertible notes payable, net on the Condensed Consolidated Balance Sheets was $8,718 and $7,498 as of June 30, 2021 and December 31, 2020, respectively.

Accounting Pronouncements Recently Adopted

In June 2016 the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as amended, which requires the measurement and recognition of expected credit losses for financial assets not held at fair value. ASU 2016-13 replaces the existing incurred loss impairment model with a forward-looking expected credit loss model which will result in earlier recognition of credit losses. The Company adopted the requirements of ASU 2016-13 effective January 1, 2021 and determined that the financial impact from the adoption of this standard was immaterial to its Condensed Consolidated Financial Statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force), which aligns the requirements for capitalizing implementation costs incurred in a cloud computing hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software. The Company adopted the requirements of ASU 2018-15 effective January 1, 2021 and determined that the financial impact from the adoption of this standard was immaterial to its Condensed Consolidated Financial Statements.

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

10


Spire Global, Inc.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

 

 

In March 2020 and January 2021, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and ASU 2021-01, Reference Rate Reform (Topic 848), respectively, which refine the scope of ASC Topic 848 and clarify some of its guidance as part of the FASB’s monitoring of global reference rate reform activities. These standards permit entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, for computing variation margin settlements, and for calculating price alignment interest in connection with reference rate reform activities under way in global financial markets. The amendments in ASU 2020-04 were effective for all entities as of March 12, 2020 through December 31, 2022 and the amendments in ASU 2021-01 are effective immediately for all entities. The Company determined that the financial impact from the adoption of these standards was immaterial to its Condensed Consolidated Financial Statements.

Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 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 standard, a lessee should recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. This standard is effective for fiscal years beginning after December 15, 2021 (January 1, 2022 for the Company), with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its Condensed Consolidated Financial Statements.

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 and its 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 Company is currently evaluating the impact that the adoption of this standard will have on its Condensed Consolidated Financial Statements.

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 removes from U.S. GAAP the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such convertible debt instruments. Similarly, the debt discount, that is equal to the carrying value of the embedded conversion feature upon issuance, will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Among other potential impacts, this change is expected to reduce reported interest expense, increase reported net income, and result in a reclassification of certain conversion feature balance sheet amounts from stockholders’ equity to liabilities. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 (January 1, 2022 for the Company), with early adoption permitted, and can be adopted on either a fully retrospective or modified retrospective basis. The Company is currently evaluating the impact that the adoption of this standard will have on its Condensed Consolidated Financial Statements.

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

11


Spire Global, Inc.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

 

 

3.

Revenue, Contract Assets, Contract Liabilities and Remaining Performance Obligations

Disaggregation of Revenue

For the six months ended June 30, 2021, revenue from Data Solutions contracts was $8,074 and represented 43% of total revenue. Revenue from Space Services solution contracts was $10,755 and represented 57% of total revenue. For the six months ended June 30, 2020, revenue from Data Solutions contracts was $4,202, or 30% of total revenue and revenue from Space Services solution contracts was $9,835, or 70% of total revenue.

The following revenue disaggregated by geography was recognized:

 

     Six Months Ended
June 30, 2021
    Six Months Ended
June 30, 2020
 

EMEA(1)

   $ 9,903        53   $ 7,241        52

Americas(2)

     5,765        31     5,215        37

Asia Pacific(3)

     3,161        16     1,581        11
  

 

 

    

 

 

   

 

 

    

 

 

 

Total

   $           18,829          100   $           14,037          100
  

 

 

    

 

 

   

 

 

    

 

 

 

 

  (1) 

The United Kingdom represented 11% for the six months ended June 30, 2021. The Netherlands represented 31% and 41% for the six months ended June 30, 2021 and 2020, respectively.

  (2)

U.S. represented 31% and 37% for the six months ended June 30, 2021 and 2020, respectively.

  (3)

Australia represented 12% for the six months ended June 30, 2021.

Contract Assets

At June 30, 2021 and December 31, 2020 Contract assets were $846 and $853, respectively, on the Condensed Consolidated Balance Sheets.

Changes in Contract assets for the six months ended June 30, 2021 were as follows:

 

Balance at January 1, 2021

   $                 853  

Contract assets recorded

     —    

Reclassified to Accounts receivable

     —    

Other

     (7
  

 

 

 

Balance at June 30, 2021

   $ 846  
  

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

12


Spire Global, Inc.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

 

 

Contract Liabilities

At June 30, 2021 and December 31, 2020, Contract liabilities were $10,914 and $8,110, respectively, and were reported in the current portion of Contract liabilities on the Company’s Condensed Consolidated Balance Sheets.    

Changes in Contract liabilities for the six months ended June 30, 2021 were as follows:

 

Balance at January 1, 2021

   $ 8,110  

Contract liabilities recorded

     9,820  

Revenue recognized

     (6,953

Other

     (63
  

 

 

 

Balance at June 30, 2021

   $             10,914  
  

 

 

 

Remaining Performance Obligations

The Company has performance obligations associated with commitments in customer contracts for future services that have not yet been recognized as revenue. These commitments for future services exclude (i) contracts with an original term of one year or less, and (ii) cancellable contracts. As of June 30, 2021, the amount not yet recognized as revenue from these commitments is $53,166. The Company expects to recognize 52% of these future commitments over the next 12 months and the remaining 48% thereafter as revenue when the performance obligations are met.

 

4.

Other Balance Sheet Components

Other current assets consisted of the following:

 

     June 30,
2021
     December 31,
2020
 

Capitalized merger costs

   $ 2,628      $ —    

Deferred contract costs

     598        657  

Prepaid software licenses

     243        260  

Prepaid rent

     169        200  

Other receivables

     694        409  

Other current assets

     1,022        586  
  

 

 

    

 

 

 
   $               5,354      $               2,112  
  

 

 

    

 

 

 

Other accrued expenses consisted of the following:

 

     June 30,
2021
     December 31,
2020
 

Professional services

   $ 2,862      $ 420  

Income taxes

     524        105  

Sales tax

     117        122  

Accrued Interest

     —          41  

Other

     976        1,125  
  

 

 

    

 

 

 
   $               4,479      $               1,813  
  

 

 

    

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

13


Spire Global, Inc.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

 

 

Other long-term liabilities consisted of the following:

 

     June 30,
2021
     December 31,
2020
 

Warrant liability

   $ 13,600      $ 4,007  

Deferred rent obligations

     1,248        223  

Other

     9        26  
  

 

 

    

 

 

 
   $             14,857      $               4,256  
  

 

 

    

 

 

 

 

5.

Property and Equipment, net

Property and equipment, net consisted of the following:

 

     June 30,
2021
     December 31,
2020
 

Satellites in-service

   $ 31,214      $ 26,196  

Internally developed software

     2,171        2,166  

Ground stations in-service

     1,876        1,872  

Leasehold improvements

     1,598        1,589  

Machinery and equipment

     1,898        1,873  

Computer equipment

     1,396        1,153  

Computer software and website development

     472        472  

Furniture and fixtures

     380        379  
  

 

 

    

 

 

 
     41,005        35,700  

Less: Accumulated depreciation and amortization

     (27,051      (23,260
  

 

 

    

 

 

 
               13,954                    12,440  

Satellite, launch and ground station work in progress

     6,692        4,934  

Finished satellites not in-service

     1,909        3,084  
  

 

 

    

 

 

 

Property and equipment, net

   $ 22,555      $ 20,458  
  

 

 

    

 

 

 

Depreciation and amortization expense related to property and equipment for the six months ended June 30, 2021 and 2020, was $3,540 and $2,596, respectively, including amortization of internal-use software of $34 and $62, respectively.

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

14


Spire Global, Inc.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

 

 

6.

Long-Term Debt

Long-term debt consisted of the following:

 

     June 30,
2021
     December 31,
2020
 

Eastward Loan Facility

   $ —        $ 15,000  

EIB Loan Facility

     —          14,734  

PPP Loan

     —          1,699  

FP Term Loan(1)

     79,284        —    

Other

     —          10  
  

 

 

    

 

 

 
                   79,284                      31,443  

Less: FP Term Loan embedded derivative asset

     (8,922      —    

Less: Debt issuance costs

     (12,058      (4,798
  

 

 

    

 

 

 

Non-current portion of long-term debt

   $ 58,304      $ 26,645  
  

 

 

    

 

 

 

 

  (1) 

Includes a debt premium of $8,922 recognized in relation to the FP Term Loan embedded derivative.

The Company recorded $1,093 and $754 of interest expense from long-term debt for the six months ended June 30, 2021 and 2020, respectively.

FP Term Loan Facility

The Company entered into a credit agreement with FP Credit Partners, L.P., as agent for several lenders (the “FP Lenders”) on April 15, 2021 and as amended on May 17, 2021, for a $70,000 term loan (the “FP Term Loan”). Upon funding in May 2021, the FP Term Loan was used (i) to pay off the European Investment Bank (“EIB”) Loan Facility and the Eastward Loan Facility and (ii) to fund working capital and for general corporate purposes. The Company incurred $12,277 of debt issuance costs relating to the FP Term Loan. As part of the transaction to extinguish the EIB Loan Facility, the Company has reserved $12,801 in a restricted cash account in the event that EIB elects to redeem their warrants. Prior to the closing of the merger with NavSight, the FP Term Loan bore interest at a rate of 8.50% per annum, payable quarterly in arrears, and the Company had the option to elect, upon written notice at least five business days in advance of each quarter end, to add all or a portion of the accrued unpaid interest to the outstanding principal amount of the FP Term Loan. Upon the closing of the merger with NavSight, this election was no longer available.

The FP Lenders had the option to elect to convert a portion of their specified contractual return into common stock of the Company immediately preceding the closing of the merger with NavSight, at a conversion price specified in the credit agreement by submitting a notice to convert on or prior to the funding date in May 2021 (the “Conversion Election”). If the FP Lenders had exercised the Conversion Election, and the Company did not elect to repay the outstanding principal amount of the FP Term Loan at the closing of the merger with NavSight, then the interest rate would have increased to 9% per annum. However, the FP Lenders did not make the Conversion Election and so the interest rate would have decreased to 4% per annum upon the closing of the merger with NavSight under the original terms of the FP Term Loan Agreement (Note 12). At the date of the FP Term Loan agreement, this contingent interest feature was determined to be an embedded derivative asset (Note 8) with an associated debt premium recorded. The fair value of this financial instrument is presented net within Long-term Debt on the Condensed Consolidated Balance Sheet at June 30, 2021.

The FP Term Loan, plus the applicable contractual returns as defined in the credit agreement as amended (Note 12), matures on April 15, 2026 and is collateralized by substantially all assets of the Company. The Company has the option to prepay the loan in advance of its final maturity, which was subject to a prepayment penalty under the original terms of the FP Term Loan Agreement (Note 12) that varied between $17,500 and $49,000 based on the timing and circumstances of the repayment.

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

15


Spire Global, Inc.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

 

 

The FP Term Loan includes covenants that limit the Company’s ability to, among other things, make investments, dispose of assets, consummate mergers and acquisitions, incur additional indebtedness, grant liens, enter into transactions with affiliates, pay dividends or other distributions without preapproval by FP Credit Partners. The Company is required to maintain minimum unrestricted cash of at least $15,000 as of each fiscal quarter end, except for the quarter immediately following the first quarter where the Company reports positive EBITDA, until the closing of a qualifying IPO. The Company issued an equity grant of 573,176 shares of its common stock with a value of $8,065 to the FP Lenders upon funding of the FP Term Loan.

In July 2021, the Company did not provide timely notice of its election to add the accrued unpaid interest as of June 30, 2021 to the outstanding principal and was therefore not in compliance with its payment obligations under the FP Term Loan. In August 2021, the FP Lenders and the Company amended the FP Term Loan to reinstate the Conversion Election and serve as formal notice of this election by the FP Lenders, and to waive this instance of the Company’s noncompliance with the written notification requirements (Note 12).

During the six months ended June 30, 2021, the Company recognized within Other expense, net on the Condensed Consolidated Statement of Operations, $4,954 as a loss on extinguishment of debt, resulting from paying off the EIB Loan and the Eastward Loan Facilities, and $1,699 as a gain from extinguishment of debt resulting from the U.S. government’s forgiveness of the PPP loan.

 

7.

Convertible Notes

Between July 2019 and October 2020, the Company entered into several subordinated convertible note purchase agreements for gross proceeds totaling $42,884 (the “2019 and 2020 Convertible Notes”). The 2019 and 2020 Convertible Notes accrue interest at 8% per annum, compounded quarterly. In May 2021, the Company and the holders of the 2019 and 2020 Convertible Notes agreed to extend the maturity date of all convertible promissory notes outstanding at December 31, 2020 from January 29, 2022 to July 31, 2022. If not converted, at the option of the holders, all unpaid principal, interest and a balloon payment of 5% of the principal balance is due on the stated maturity date of July 31, 2022. The accretion of the carrying value of the Convertible Notes for the additional balloon payment is recorded as additional interest expense over the term of the 2019 and 2020 Convertible Notes. In connection with securing the 2019 and 2020 Convertible Notes, the Company incurred debt issuance costs of $392 that have been recorded as a deduction of the carrying amount of convertible debt and are being amortized to interest expense over the term of the Convertible Notes. Conversion of the Convertible Notes can be automatic based on events such as an initial public offering (“IPO”) by the Company or voluntary based on events such as a change of control or maturity. The Convertible Notes are convertible into the Company’s common stock at a price to be determined, which is the lesser of the stated conversion price, as defined per the note agreement, or a multiple of revenue for the twelve months ended June 30, 2020. The conversion rate at June 30, 2021 was 2.4808 to 1, representing 20,175,948 shares of common stock on a fully converted basis.

From January 2021 through February 2021, the Company issued and sold several convertible promissory notes in the aggregate amount of $20,000 (“the 2021 Convertible Notes”). The 2021 Convertible notes mature four years from the date of issuance and accrue interest at 8% per annum, compounded quarterly. In connection with securing the 2021 Convertible Notes, the Company incurred debt issuance costs of $62 that have been recorded as a deduction of the carrying amount of convertible debt and are being amortized to interest expense over the life of the notes. Conversion of the Convertible Notes can be automatic based on events such as an IPO by the Company or voluntary based on events such as a change of control or maturity. The Convertible Notes are convertible into the Company’s common stock at stated conversion prices as defined per the note agreement. The conversion rate at June 30, 2021 was 13.6466 to 1, representing 1,528,640 shares of common stock on a fully converted basis.

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

16


Spire Global, Inc.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

 

 

Total accrued interest on Convertible Notes was $8,946 and $5,944 as of June 30, 2021 and December 31, 2020, respectively, and included in Convertible notes payable, net on the Condensed Consolidated Balance Sheets. The Company recorded $3,002 and $2,203 of interest expense on the Convertible Notes for the six months ended June 30, 2021 and 2020, respectively.

 

8.

Fair Value Measurement

The following tables present the Company’s fair value hierarchy for its derivative instruments and common and preferred stock warrant liabilities that are measured at fair value on a recurring basis:

 

                                                   
     June 30, 2021  
     Level 1      Level 2      Level 3      Total  

Assets:

           

Contingent interest embedded derivative (classified within long-term debt, non-current)

   $ —        $ —        $ 8,922      $ 8,922  
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

           

Warrant liability

   $ —        $ —        $ 13,600      $ 13,600  
  

 

 

    

 

 

    

 

 

    

 

 

 
     December 31, 2020  
     Level 1      Level 2      Level 3      Total  

Liabilities:

           

Warrant liability

   $ —        $ —        $ 4,007      $ 4,007  
  

 

 

    

 

 

    

 

 

    

 

 

 

Contingent Interest Embedded Derivative

The contingent interest embedded derivative asset in the table above relates to a contingent interest feature of the FP Term Loan (Note 6), which is required to be bifurcated and is recorded at fair value. This embedded derivative asset is classified within Long-term debt, non-current, on the Condensed Consolidated Balance Sheet at June 30, 2021 on a combined basis with the host debt as it is reflective of the overall cash flow for this instrument. Subsequent changes in fair value are recognized in Interest expense, which did not have a material impact on the Condensed Consolidated Statement of Operations for the six months ended June 30, 2021.

The significant quantitative elements associated with the Company’s Level 3 inputs impacting the fair value measurement of the contingent interest embedded derivative asset include the original principal amount and the contractual term of the FP Term Loan, risk-adjusted discount rate, expected future cash flows based on the 8.5% initial rate and 4% post-merger rate and a weighted probability factor for the completion of the merger.

Warrant Liabilities

The warrant liability in the tables above consisted of the fair value of warrants to purchase the Company’s common stock and preferred stock and was based on the significant inputs not observable in the market, which represent a Level 3 measurement within the fair value hierarchy. The Company’s valuation of the stock warrants utilized the Black-Scholes option-pricing model, which incorporates assumptions and estimates to value the stock warrants. Changes in the fair value of the stock warrants are recognized in Other income, net in the Condensed Consolidated Statements of Operations.

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

17


Spire Global, Inc.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

 

 

The quantitative elements associated with the Company’s Level 3 inputs impacting the fair value measurement of the stock warrant liability include the fair value per share of the Company’s common stock, the remaining contractual term of the warrants, risk-free interest rate, expected dividend yield and expected volatility of the price of the Company’s common stock. The Company determines the fair value per share of the Company’s common and preferred stock with assistance from third-party valuations and considers additional factors that the Company deems relevant. The risk-free interest rate is based on a treasury instrument for which the term is consistent with the expected life of the warrants. As there was no public market for the Company’s common and preferred stock, the Company determined the expected volatility for warrants granted based on an analysis of reported data for a peer group of companies.

The following tables present the Company’s fair value hierarchy for its warrants classified as equity that are measured at fair value on a nonrecurring basis:

 

                                                                                           
     June 30, 2021  
     Level 1      Level 2      Level 3     Total  

Equity:

          

Warrants

   $ —        $ —        $ 970     $ 970  
  

 

 

    

 

 

    

 

 

   

 

 

 
     December 31, 2020  
     Level 1      Level 2      Level 3     Total  

Equity:

          

Warrants

   $ —        $ —        $ 970     $ 970  
  

 

 

    

 

 

    

 

 

   

 

 

 
The table below quantifies the most significant inputs used for the warrants:           
       June 30,
2021
    December 31,
2020
 

Fair value of the Company’s common stock

         $ 14.61     $ 4.19  

Risk-free interest rate

           0.13     0.13

Expected volatility factor

           68.3     68.4

Remaining contractual term (in years)

           4.2       4.7  

The following table provides a roll-forward of the aggregate fair values of the warrant liability for the six months ended June 30, 2021 as determined by Level 3 inputs:

 

Fair value at December 31, 2020

           $ 4,007  

Issuance of warrants

             308  

Exercise of warrants

             (891

Change in fair value

             10,176  
 

 

 

 

Fair value at June 30, 2021

           $ 13,600  
 

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

18


Spire Global, Inc.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

 

 

During the six months ended June 30, 2021, the Company issued 32,412 warrants to SVB with an exercise price of $1.60. The warrants allow the holder to acquire the Company’s common stock.

Certain holders of Series C preferred stock exercised their warrants to purchase 86,129 shares of common stock at a nominal amount during the six months ended June 30, 2021.

Based on the recent rounds of debt financing during the six months ended June 30, 2021 and the year ended December 31, 2020 and the terms of those debt agreements, current market conditions and the Company’s financial condition, the carrying amounts for Long-term debt and Convertible notes payable approximate fair value. The carrying amounts reported on the Condensed Consolidated Balance Sheets of other assets and liabilities which are considered to be financial instruments approximate fair value based on their short-term nature and current market indicators.

 

9.

Commitments and Contingencies

Operating Leases

The Company leases office facilities and sites for its ground stations under noncancelable operating leases. These leases expire at various dates through 2029. Rent expense, including ground station leases, for the six months ended June 30, 2021 and 2020 was $1,479 and $1,371, respectively.

Future minimum lease payments under noncancelable operating leases that have initial or remaining noncancelable lease terms greater than one-year as of June 30, 2021 are as follows:

 

Remainder of 2021

   $ 1,139  

2022

     2,379  

2023

     2,360  

2024

     2,231  

2025

     2,202  

2026 and thereafter

     5,062  
  

 

 

 
   $  15,373  
  

 

 

 

Litigation

At times, the Company is party to various claims and legal actions arising in the normal course of business. Although the ultimate outcome of these matters is not presently determinable, management believes that the resolution of all such pending matters, will not have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows; however, there can be no assurance that the ultimate resolution of these matters will not have a material impact on the Company’s Consolidated Financial Statements in any period.

 

10.

Stock-Based Compensation

On December 6, 2012, the Company adopted the 2012 equity incentive plan (the “Plan”) under which the Company may grant stock options to purchase shares of its common stock to certain employees and nonemployees of the Company. The Plan was amended on February 3, 2021 to increase the maximum aggregate number of shares which may be subject to options issued to 14,431,692. As of June 30, 2021, there were 267,794 shares available for grant under the Plan. In April 2021, the Company increased its authorized shares of common stock to 80,000,000 shares.

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

19


Spire Global, Inc.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

 

 

The following table summarizes stock option activity for employees under the Plan:

 

                                                        
     Number of
Options
     Weighted-
Average
Exercise
Price
     Weighted-
Average
Remaining
Contractual
Term

(in years)
 

Options outstanding at January 1, 2021

     10,537,623      $ 3.27        7.9  

Granted

     2,296,277        8.31     

Exercised

     (257,830      2.28     

Forfeited, canceled, or expired

     (201,739      4.71     
  

 

 

       

Options outstanding at June 30, 2021

     12,374,331        4.21        7.8  
  

 

 

       

Vested and expected to vest at June 30, 2021

     11,027,381        4.11        7.7  

Exercisable at June 30, 2021

     5,477,466        3.17        6.4  

The aggregate intrinsic value of options exercised by employees during the six months ended June 30, 2021 was $2,399. The Company received $673 and $2 in cash proceeds from options exercised during the six months ended June 30, 2021 and 2020, respectively. The aggregate fair value of options vested during the six months ended June 30, 2021 and 2020 was $6,476 and $222, respectively. The weighted-average grant date fair value of options granted for the six months ended June 30, 2021 and 2020 was $4.96 and $1.67, respectively. The aggregate intrinsic value of options outstanding as of June 30, 2021 and December 31, 2020 was $130,360 and $7,330, respectively. The aggregate intrinsic value of options exercisable as of June 30, 2021 and December 31, 2020 was $63,348 and $6,446, respectively.

 

The following table summarizes stock option activity for non-employees under the Plan:

 

 

     Number of
Options
     Weighted-
Average
Exercise
Price
     Weighted-
Average
Remaining
Contractual
Term

(in years)
 

Options outstanding at January 1, 2021

     225,067      $ 1.31        4.5  

Granted

     —          

Exercised

     (76,667      1.15     

Forfeited, canceled, or expired

     (103,400      0.76     
  

 

 

       

Options outstanding at June 30, 2021

     45,000        2.83        6.4  
  

 

 

       

Vested and expected to vest at June 30, 2021

     52,897        2.67        5.5  

Exercisable at June 30, 2021

     50,083        2.62        5.3  

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

20


Spire Global, Inc.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

 

 

The aggregate intrinsic value of non-employee options outstanding as of June 30, 2021 and December 31, 2020 was $536 and $599 respectively. There were no non-employee options granted during the six months ended June 30, 2021. The weighted-average grant date fair value of non-employee options granted during the six months ended June 30, 2020 was $2.03. The aggregate intrinsic value of non-employee options vested during the six months ended June 30, 2021 and 2020 was $17 and $1, respectively.

The following table summarizes the components of total stock-based compensation expense based on roles and responsibilities of the employees within the Condensed Consolidated Statements of Operations:

 

                                           
     Six Months Ended June 30,  
     2021      2020  

Cost of revenue

   $ 44      $ 17  

Research and development

     1,253        443  

Sales and marketing

     728        145  

General and administrative

     2,476        315  
  

 

 

    

 

 

 
   $ 4,501      $ 920  
  

 

 

    

 

 

 

As of June 30, 2021, stock-based compensation expense not yet recognized was $14,828, which is expected to be recognized over a weighted-average period of 1.3 years.

 

11.

Net Loss per Share

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders:

 

                                           
     Six Months Ended June 30,  
     2021      2020  

Numerator:

     

Net loss

   $ (46,560    $ (14,716
  

 

 

    

 

 

 

Denominator:

     

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

     10,663,811        10,319,534  
  

 

 

    

 

 

 

Basic and diluted net loss per share

   $ (4.37    $ (1.43
  

 

 

    

 

 

 

The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the six months ended June 30, because including them would have had an anti-dilutive effect:

 

                                               
     June 30,  
     2021      2020  

Convertible preferred stock (if-converted)

     25,134,067        25,047,938  

Warrants for the purchase of Series C convertible preferred stock (if-converted)

     —          86,129  

Warrants for the purchase of common stock

     1,397,173        298,459  

Convertible notes (if-converted)

     21,704,588        20,324,906  

Stock options to purchase common stock

     12,419,331        7,539,373  
  

 

 

    

 

 

 
     60,655,159        53,296,805  
  

 

 

    

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

21


Spire Global, Inc.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

 

 

12.

Subsequent Events

The Company has evaluated subsequent events for the period of time from June 30, 2021 through August 20, 2021 (the date the condensed consolidated financial statements were issued); and has determined that no adjustments or additional disclosures are necessary to the amounts reported in the accompanying Unaudited Condensed Consolidated Financial Statements, except as disclosed below:

Amendment to FP Term Loan

On August 5, 2021, the Company and FP Lenders executed an amendment (the “FP Amendment”) to the FP Term Loan (Note 6) to modify certain terms. Among other things, the FP Amendment waived the instance of the noncompliance with provisions for the timely notification of the Company’s election to add accrued unpaid interest as of June 30, 2021 to the outstanding principal. The FP Lenders also waived any default interest that would have applied as a result of the noncompliance.

The FP Amendment also reinstated the previously expired Conversion Election (Note 6) and served as formal notice of this election by the FP Lenders. As a result, the FP Lenders received 873,942 shares of Spire common stock immediately prior to the closing of the merger with NavSight. In connection with FP’s exercise of the Conversion Election, the interest rate on the FP Term Loan increased to 9% per annum following the closing of the merger with NavSight. As a result of this interest rate increase under the FP Amendment, the contingent interest embedded derivative asset (Note 8) and associated debt premium were derecognized upon the execution of the FP Amendment.

The Company has determined that this FP Amendment represents an accounting modification of the original FP Term Loan. In connection with the debt modification accounting, no gain or loss will be recorded related to the FP Amendment, and the Company will capitalize the fair value of the 873,942 shares of Spire common stock issued to the FP Lenders to be amortized over the remaining life of the FP Term Loan as part of the effective yield of the FP Term Loan beginning in the third quarter of 2021.

Closing of Merger with NavSight

On the Closing Date, the Company completed the merger with NavSight pursuant to the terms of the Business Combination Agreement. As a result, New Spire raised net proceeds of $236,632 as follows:

 

Navsight Trust

   $ 230,027  

Trust Redemptions

     (210,204

PIPE Funds

     245,000  
  

 

 

 

Total Gross Proceeds

     264,823  

Total Fees Paid at Close

     (28,191
  

 

 

 

Total Net Proceeds to New Spire

   $ 236,632  
  

 

 

 

Upon the closing of the merger with NavSight, the following significant events took place as contemplated in the Business Combination Agreement:

 

   

Each share of outstanding capital stock of NavSight was exchanged for shares of Class A common stock of New Spire, par value $0.0001 per share (“New Spire Class A Common Stock”);

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

22


Spire Global, Inc.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

 

 

   

Each share of outstanding capital stock of Spire (the “Spire Capital Stock”), including shares of Spire Capital Stock issued pursuant to the conversion of the 2019 and 2020 Convertible Notes and the 2021 Convertible Notes immediately prior to closing, were cancelled and converted into (a) the right to receive a number of shares of New Spire Class A Common Stock at an exchange ratio of 1.7058, and (b) the contingent earnout right to receive a number of shares of New Spire Class A Common Stock at an exchange ratio of 0.1236, payable based on criteria set forth in the Business Combination Agreement;

 

   

All outstanding Spire stock options were assumed and converted into option awards that are exercisable for shares of New Spire Class A Common Stock pursuant to an exchange ratio of 1.8282;

 

   

All Spire warrants outstanding as of immediately prior to the Closing Date were either cancelled and “net” exercised in exchange for shares of New Spire Class A Common Stock, or were assumed by New Spire and converted into warrants that are exercisable for a number of shares of New Spire Class A Common Stock at an exchange ratio of 1.7058; and

 

   

The Spire Founders, as defined in the Business Combination Agreement, purchased a number of shares of New Spire Class B Common Stock equal to the number of shares of New Spire Class A Common Stock that each Founder received at the Closing Date.

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

23