Spire Global, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Restatement Of Previously Issued Financial Statements

Restatement Of Previously Issued Financial Statements

7 Months Ended

Dec. 31, 2020

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company previously accounted for its outstanding Public Warrants (as defined in Note 8) and Private Placement Warrants issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant. In addition, the warrant agreement includes a provision that in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common shares, all holders of the warrants would be entitled to receive cash for their warrants (the “tender offer provision”).

In connection with the audit of the Company’s financial statements for the period ended December 31, 2020, the Company’s management further evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic

815-40,

Contracts in Entity’s Own Equity. ASC

Section 815-40-15

addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s common stock. Under ASC

Section 815-40-15,

a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s common shares in the manner contemplated by ASC

Section 815-40-15

because the holder of the instrument is not an input into the pricing of a

fixed-for-fixed

option on equity shares. In addition, based on management’s evaluation, the Company’s audit committee, in consultation with management and after discussion with the Company’s independent registered public accounting firm, concluded the tender offer provision included in the warrant agreement fails the “classified in shareholders’ equity” criteria as contemplated by ASC

Section 815-40-25.

As a result of the above, the Company should have classified the warrants as derivative liabilities in its previously issued financial statements. Under this accounting treatment, the Company is required to measure the fair value of the warrants at the end of each reporting period and recognize changes in the fair value from the prior period in the Company’s operating results for the current period.

The Company’s accounting for the Warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s previously reported operating expenses, cash flows or cash.

The following tables summarize the effect of the restatement on each financial statement line item as of the dates, and for the period, indicated:


	As Previously Reported			Adjustment			As Restated
Balance Sheet as of September 14, 2020 (Audited)
Warrant liabilities	$	—		$	16,109,000		$	16,109,000
Total liabilities		8,462,795			16,109,000			24,571,795
Class A common stock subject to possible redemption		218,567,400			(16,109,000	)		202,458,400
Class A common stock		114			161			275
Additional paid-in capital		4,999,966			580,358			5,580,324
Accumulated deficit		(646	)		(580,529)			(581,175	)

Balance Sheet as of September 30, 2020 (Unaudited)
Warrant liabilities	$	—		$	16,471,000		$	16,471,000
Total liabilities		8,231,430			16,471,000			24,702,430
Class A common stock subject to possible redemption		218,532,990			(16,471,000	)		202,061,990
Class A common stock		115			165			280
Additional paid-in capital		5,034,375			942,364			5,976,739
Accumulated deficit		(35,063	)		(942,529	)		(977,592	)
Total stockholders’ equity		5,000,002			—			5,000,002

Balance Sheet as of December 31, 2020 (Audited)
Warrant liabilities	$	—		$	23,366,000		$	23,366,000
Total liabilities		9,076,098			23,366,000			32,442,098
Class A common stock subject to possible redemption		217,534,410			(23,366,000	)		194,168,410
Class A common stock		125			233			358
Additional paid-in capital		6,032,945			7,837,296			13,870,241
Accumulated deficit		(1,033,642	)		(7,837,529	)		(8,871,171	)
Total stockholders’ equity		5,000,003			—			5,000,003

Statement of Operations for the Period From May 29, 2020 (Inception) through September 30, 2020 (Unaudited)
Other income (expense), net
Interest earned on marketable securities in Trust Account	$	200		$	—		$	200
Change in fair value of Warrants		—			(362,000	)		(362,000	)
Transaction costs attributable to Warrants		—			(580,529	)		(580,529	)
Other income (expense), net		200			(942,529	)		(942,329	)
Net loss		(35,063	)		(942,529	)		(977,592	)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		21,856,740			(1,610,900	)		20,245,840
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		5,283,104			240,883			5,523,987
Basic and diluted net loss per share, Non-redeemable common stock	$	(0.01	)	$	(0.17)		$	(0.18	)

Statement of Operations for the Period From May 29, 2020 (Inception) through December 31, 2020 (Audited)
Other income (expense), net
Interest earned on marketable securities in Trust Account	$	7,324		$	—		$	7,324
Change in fair value of Warrants		—			(7,257,000	)		(7,257,000	)
Transaction costs attributable to Warrants		—			(580,529	)		(580,529	)
Other income (expense), net		7,324			(7,837,529	)		(7,830,205	)
Net loss		(1,033,642	)		(7,837,529	)		(8,871,171	)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		21,853,909			(1,641,837	)		20,212,072
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		6,029,089			890,993			6,920,082
Basic and diluted net loss per share, Non-redeemable common stock	$	(0.17	)	$	(1.11	)	$	(1.28	)

Statement of Cash Flows for the Period From May 29, 2020 (Inception) through September 30, 2020
Cash Flows from Operating Activities
Net loss	$	(35,063	)	$	(942,529	)	$	(977,592	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liabilities		—			(362,000	)		(362,000	)
Transaction costs attributable to Warrants		—			(580,529	)		(580,529	)
Non-Cash investing and financing activities:
Initial classification of Class A common stock subject to possible redemption		218,567,400			(16,109,000	)		202,458,400
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities		—			16,109,000			16,109,000
Additional non-cash activity:
Change in value of Class A common stock subject to redemption	$	(34,410	)	$	(362,000	)	$	(396,410	)

Statement of Cash Flows for the Period From May 29, 2020 (Inception) through December 31, 2020 (Audited)
Cash Flows from Operating Activities:
Net loss	$	(1,033,642	)	$	(7,837,529	)	$	(8,871,171	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liability		—			(7,257,000	)		(7,257,000	)
Transaction costs attributable to Warrants		—			(580,529	)		(580,529	)
Non-Cash Investing and Financing Activities:
Initial classification of Class A common stock subject to possible redemption		218,567,400			(16,109,000	)		202,458,400
Initial measurement of warrants issued in connection with the Initial Public Offering accounted for as liabilities		—			16,109,000			16,109,000
Additional non-cash activity:
Change in value of Class A common stock subject to redemption	$	(1,032,990	)	$	(7,257,000	)	$	(8,289,990	)