UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure
On September 13, 2021, as previously announced, Spire Global, Inc., a Delaware corporation (the “Company”), entered into an Arrangement Agreement pursuant to which exactEarth Ltd., a Canadian corporation (the “Target”), will become a wholly owned subsidiary of the Company. The Company is disclosing under Item 7.01 of this Current Report on Form 8-K the information included as Exhibit 99.1, which information is incorporated by reference herein. This information was provided by the Company to the Target for inclusion in its Management Information Circular that is being was disseminated on October 22, 2021 to its shareholders in connection with its special meeting of shareholders to be held on November 18, 2021.
The information included herein, including Exhibit 99.1, shall be deemed furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information.
The following unaudited pro forma condensed combined financial information of the Company, giving effect to the proposed acquisition of the Target, is included in Exhibit 99.1 hereto:
| • | Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2021 and the year ended December 31, 2020 |
| • | Unaudited Pro Forma Condensed Balance Sheet as of June 30, 2021 |
| • | Notes to Unaudited Pro Forma Condensed Combined Financial Information |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Unaudited Pro Forma Condensed Combined Financial Statements of Spire | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 hereunto duly authorized.
Date: October 22, 2021
| SPIRE GLOBAL, INC. | ||
| By: | /s/ Peter Platzer | |
| Name: | Peter Platzer | |
| Title: | Chief Executive Officer | |