Document And Entity Information - shares |
3 Months Ended | |
|---|---|---|
Mar. 31, 2024 |
Feb. 14, 2025 |
|
| Document Information [Line Items] | ||
| Document Type | 10-Q/A | |
| Document Period End Date | Mar. 31, 2024 | |
| Amendment Description | Spire Global, Inc. ("we," "us," “Spire” or the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the "10-Q/A” or “Amendment No. 1”) to amend and restate certain items in the Quarterly Report on Form 10-Q/A for the three-month period ended March 31, 2024, originally filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2024 (the “Original Form 10-Q”). As previously disclosed in the Current Report on Form 8-K filed with the SEC on August 27, 2024, the Company is restating its previously issued unaudited condensed consolidated financial statements as of March 31, 2024, and for the quarterly periods ended March 31, 2024 and 2023. In addition, we filed an amendment to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, with the SEC on March 3, 2025 (such report, the “Amended 2023 Form 10-K/A” and, together with this Amendment No.1, the “Amended Reports”), to provide audited restated consolidated financial statements as of and for the fiscal years ended December 31, 2023, and December 31, 2022, as well as unaudited restated condensed consolidated financial information as of the quarter ends and for the interim periods in the fiscal years ended December 31, 2023 and 2022 (collectively, and including the three-month period ended, and as of, March 31, 2024, the “Affected Periods”). All material restatement information has been included in the Amended Reports, and the Company does not intend to separately amend other filings that it has previously filed with the SEC.Accordingly, investors and other readers should rely only on the financial information and other disclosures regarding the Affected Periods in the Amended Reports and in any other future filings with the SEC (as applicable) and should not rely on any previously issued or filed reports, press releases, corporate presentations or similar communications relating to the Affected Periods.Restatement BackgroundIn August 2024, the Company began a comprehensive review of its accounting practices and procedures with respect to revenue recognition related to certain (i) contracts in its “Space as a Service” business (the “Space Services Contracts”) and (ii) contracts in its customer-funded or co-funded research and development arrangements (the “R&D Services Contracts”, and together with the Space Services Contracts, the “Space Services and R&D Services Contracts”).The Company evaluated whether any of its Space Services Contracts contain embedded leases, and the Company concluded that only one Space Services Contract contains embedded leases of satellites to the customer. This contract was historically accounted for in the same manner as other Space Services Contracts for which revenue was recognized separately for project-based deliverables, and the costs to build and launch the satellites were historically capitalized as the Company's property and equipment. The Company assessed its embedded leases in accordance with Accounting Standards Codification (“ASC”) Topic 842. Since the construction work contemplated in the contract was controlled and fully paid by the customer during the construction period, the Company accounted for its role in construction in accordance with ASC Topic 606, and the Company determined that revenue for the contract with embedded leases should have been allocated to each performance obligation and recognized separately: over time for the design/build of satellites controlled by the customer, utilizing an input method based on a cost-to-cost measure of progress over the period from initial design to launch; at the point in time when the launch occurred for launch service; over time utilizing an output method based on the number of satellite months as the measure of progress for operating the satellite; and when (or as) the underlying future services are transferred, or when the options expire, for material rights. The costs to build the customer-controlled satellites should have been recognized as cost of revenue as incurred, and any prepaid fees for launch services should have been capitalized to other current assets and expensed when the launch occurs.The Company determined that its historical accounting for Space Services Contracts that do not contain embedded leases, primarily revenue recognition for pre-space mission activities, was incorrect. It was determined that these Space Services Contracts have one performance obligation for the space services under the contract. The Company concluded that no revenue should have been recognized for pre-space mission activities and that revenue should instead be recognized over time, utilizing an output measure of progress based on satellite months, during the service period of the satellites. As part of the review, the Company also identified that in addition to space services, certain Space Services Contracts had an additional performance obligation for a customer’s material right to purchase additional satellites or services in the future at a discounted price, which resulted in the transaction price being allocated to the material rights in addition to the space service performance obligation. Revenue allocated to material rights is recognized over the period of service to which the material right relates or at the time the material right expires.The Company issued a note receivable to the customer of one of its Space Services Contracts during the Affected Periods. The Company concluded during its reevaluation of its accounting practices that an allowance for current expected credit loss related to the notes receivable should have been recorded at the inception of the note receivable and reevaluated during each following accounting period. For R&D Services Contracts, the Company determined that its previous revenue recognition practice did not accurately represent the pattern of control transfer for the related intellectual property under the contract. The Company concluded that the pattern of control transfer for the intellectual property occurs over time as the Company performs its research and development activities, and therefore its revenue recognition practice should be corrected to represent this pattern. The Company also concluded that the costs associated with the R&D Services Contracts were inappropriately included in research and development expense rather than in cost of revenue within the condensed consolidated statements of operations.As a result of its comprehensive review, the Company determined that a restatement of its previously issued consolidated financial statements for the Affected Periods were required related to consideration of embedded leases for a Space Services Contract, recognition of an allowance for current expected credit loss related to a note receivable issued to a customer, revenue recognition for Space Services and R&D Services Contracts, and income statement classification of costs related to R&D Services Contracts.The accounting errors detailed above caused misstatements to revenue, cost of revenue, research and development expense, other expense, income tax provision, accumulated other comprehensive loss, contract assets, contract liabilities, property and equipment, and allowance for current expected credit loss related to a note receivable issued to a customer on the Company’s condensed consolidated balance sheets, condensed consolidated statements of operations, condensed consolidated statements of comprehensive loss, condensed consolidated statements of changes in stockholders' equity and condensed consolidated statements of cash flows as of and for the Affected Periods.Additionally, the Company also corrected previously identified immaterial errors. Refer to Note 2 of Notes to Condensed Consolidated Financial Statements of this Form 10-Q/A for additional information and for a summary of the accounting impact of these adjustments to the Company’s unaudited condensed consolidated financial statements, as well as certain other adjustments.Internal Control Considerations In connection with the restatement of the financial statements for the Affected Periods, the Company has concluded its disclosure controls and procedures as of March 31, 2024, remained ineffective due to the unremediated material weaknesses previously disclosed in Part I, Item 4 “Controls and Procedures” of the Original Form 10-Q, as well as the identification of an additional material weakness in internal control over financial reporting related to the errors described above. Please refer to Part I, Item 4 of this Form 10-Q/A. Items Amended in this Filing •This Amendment No.1 amends and restates the following items of the Original Form 10-Q:•Part I, Item 1. "Unaudited Condensed Consolidated Financial Statements,"•Part 1, Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations,"•Part I, Item 4. "Controls and Procedures," •Part II, Item 1. "Legal Proceedings,"•Part II, Item 1A. "Risk Factors," and•Part II, Item 6. Exhibits.This Form 10-Q/A is presented as of the filing date of the Original Form 10-Q, does not reflect events occurring after that date, and does not modify or update disclosures in any way other than as required to reflect the restatement of the Affected Periods and liquidity and going concern related disclosures included in the financial statements and elsewhere in this Form 10-Q/A. This Form 10-Q/A sets forth the Original Form 10-Q in its entirety, as amended to reflect the restatement. Among other things, forward-looking statements made in the Original Form 10-Q have not been revised to reflect events that occurred or facts that became known to the Company after the filing of the Original Form 10-Q, and such forward-looking statements should be read in their historical context. Unless the context otherwise requires, references to our “Annual Report on Form 10-K” herein refer to the Amended 2023 Form 10-K/A.In accordance with applicable SEC rules, this Form 10-Q/A includes an updated signature page and certifications of the Company’s Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2 and 32.1 as required by Rule 12b-15. | |
| Document Quarterly Report | true | |
| Amendment Flag | true | |
| Document Transition Report | false | |
| Document Fiscal Year Focus | 2024 | |
| Document Fiscal Period Focus | Q1 | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Registrant Name | SPIRE GLOBAL, INC. | |
| Entity File Number | 001-39493 | |
| Entity Central Index Key | 0001816017 | |
| Entity Tax Identification Number | 85-1276957 | |
| Entity Incorporation, State or Country Code | DE | |
| Entity Address, Address Line One | 8000 Towers Crescent Drive | |
| Entity Address, Address Line Two | Suite 1100 | |
| Entity Address, City or Town | Vienna | |
| Entity Address, State or Province | VA | |
| Entity Address, Postal Zip Code | 22182 | |
| City Area Code | 202 | |
| Local Phone Number | 301-5127 | |
| Title of 12(b) Security | Class A common stock, par value of $0.0001 per share | |
| Trading Symbol | SPIR | |
| Security Exchange Name | NYSE | |
| Entity Current Reporting Status | No | |
| Entity Interactive Data Current | No | |
| Entity Filer Category | Non-accelerated Filer | |
| Entity Small Business | true | |
| Entity Emerging Growth Company | true | |
| Entity Ex Transition Period | false | |
| Entity Shell Company | false | |
| Common Class A [Member] | ||
| Document Information [Line Items] | ||
| Entity Common Stock, Shares Outstanding | 25,734,974 | |
| Common Class B [Member] | ||
| Document Information [Line Items] | ||
| Entity Common Stock, Shares Outstanding | 1,507,325 |