UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 14, 2022

 

SPIRE GLOBAL, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-39493		85-1276957
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS 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)

Not Applicable

(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:

 

☒

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 $0.0001 per share		SPIR		The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50		SPIR.WS		The New York Stock Exchange

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.  ☐

 

 

 

Explanatory Note

This Amendment No. 1 to the Current Report on Form 8-K filed by Spire Global, Inc., a Delaware corporation (the “Company” or “Spire”), on September 14, 2022 (Commission File No. 001-39493), is being filed solely to include the report of Macias Gini & O’Connell LLP, dated March 31, 2022 (the “Audit Report”), with respect to the consolidated financial statements of ExactEarth Ltd. as of and for the year ended October 31, 2021 that were previously included in Exhibit 99.1 report to the original filing, which Audit Report had been inadvertently omitted from such exhibit.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
23.1		Consent of Independent Registered Public Accounting Firm.
99.1		Audited Consolidated Financial Statements of exactEarth Ltd. as of and for the year ended October 31, 2021.
99.2		Unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 (incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K filed on September 14, 2022).
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.

 

						SPIRE GLOBAL, INC.
Date: November 30, 2022				By:		/s/ Peter Platzer
				Name:		Peter Platzer
				Title:		Chief Executive Officer