Quarterly report [Sections 13 or 15(d)]

Maritime Transaction

v3.26.1
Maritime Transaction
3 Months Ended
Mar. 31, 2026
Property, Plant and Equipment Assets Held-for-Sale Disclosure [Abstract]  
Maritime Transaction
6.
Maritime Transaction

On April 25, 2025, the Company completed the sale of its maritime business to Kpler Holding SA, a Belgian corporation (“Buyer”), for approximately $238.9 million. The Company recognized a gain of $154.3 million on the sale. The maritime business generated income before income taxes of approximately $3.2 million for the three months ended March 31, 2025.

Termination of Financing Agreements

Blue Torch Credit Agreement

The Company used a portion of the proceeds from the Maritime Transaction to pay in full all outstanding obligations under the Blue Torch Financing Agreement (as defined below), which was terminated in connection with the payment. The total amount paid to Blue Torch, including outstanding principal, exit fees, termination penalties, applicable premiums, and accrued interest was approximately $108.6 million.

On June 13, 2022, the Company, as borrower, and Spire Global Subsidiary, Inc. and Austin Satellite Design, LLC, as guarantors, entered into a financing agreement (the “Blue Torch Financing Agreement”) with Blue Torch Finance LLC, a Delaware limited liability company (“Blue Torch”), as administrative agent and collateral agent, and certain lenders (the “Lenders”). The Blue Torch Financing Agreement provided for, among other things, a term loan facility in an aggregate principal amount of up to $120.0 million (the “Blue Torch Credit Facility”).

The $120.0 million term loan was available and drawn at closing, of which $19.7 million was placed in an escrow account by Blue Torch with such amount released upon the Company achieving certain metrics related to annualized recurring revenue and a total annualized recurring revenue leverage ratio. These metrics were achieved and the $19.7 million was released from the escrow account and delivered to the Company in February 2023. The term loan accrued interest at a floating rate based, at the Company’s election, on either a reference rate or a 3-month Term Secured Overnight Financing Rate (“SOFR”) (subject to a 1.0% floor), plus an interest rate margin of 7.0% for reference rate borrowings and 8.0% for 3-month Term SOFR borrowings, plus an incremental Term SOFR margin of 0.26161%. The Company elected the Term SOFR rate. Principal on the term loan was only payable at maturity and interest on the term loan was due and payable quarterly for Term SOFR borrowings.

The Company recorded interest expense, including amortization of deferred issuance costs from long-term debt, of $5.7 million for the three months ended March 31, 2025.

Government Loan

The Company assumed an interest free loan agreement with the SIF upon the Acquisition which was recorded at an amount equal to the proceeds received. Any amount outstanding under this loan would have been repayable in 15 annual payments

beginning February 28, 2026, and would have had a stated interest rate of zero. On April 25, 2025, the Company used a portion of the proceeds from the Maritime Transaction to repay all obligations under the SIF loan agreement.