What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-11-07 compared with 2021-05-12 · 325 added, 232 removed, 1 unchanged (100% of the section changed)

We are a blank check

company incorporated on May 29, 2020 as a Delaware corporation formed for the purpose of purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or

more businesses.

We have neither engaged in any operations nor generated any revenue to date.

Based on our business activities, the Company is a shell company as defined under the Exchange Act of 1934 (the Exchange Act)

because we have no operations and nominal assets consisting almost entirely of cash.

On September 14, 2020, we consummated our initial public

offering (the Public Offering) of 23,000,000 units.

Each unit consists of one Class A common stock and one-half of one redeemable warrant.

Each warrant entitles the holder thereof to

purchase one Class A common stock at a price of $11.50 per share.

The units were sold at an offering price of $10.00 per unit, generating gross proceeds, before expenses, of $230,000,000.

Prior to the consummation of the Public Offering, on

June 16, 2020, the Sponsor received 5,750,000 Founder Shares in exchange for a capital contribution of $25,000, or $0.004 per share.

Simultaneously

with the consummation of the Public Offering, we consummated the private sale of an aggregate of 6,600,000 warrants, each exercisable to purchase one Class A common stock at $11.50 per share, to the Sponsor at the time of the Public Offering

(and/or one or more of their estate planning vehicles) at a price of $1.00 per warrant, generating gross proceeds, before expenses, of $6,600,000 (the Private Placement).

The warrants sold in the Private Placement, or the private

placement warrants, are identical to the warrants included in the units sold in the Public Offering, except that, so long as they are held by their initial purchasers or their permitted transferees, (i) they will not be redeemable by the

Company, (ii) they (including the Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the Company completes its initial

business combination, (iii) they may be exercised by the holders on a cashless basis and (iv) they will be entitled to registration rights.

Upon the closing of the Public Offering and the Private Placement, $230,000,000 was placed in a trust account with American Stock Transfer & Trust

Company acting as trustee (the Trust Account).

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds held in the Trust Account will not be

released from the Trust Account until the earliest of (i) the completion of the Companys initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination by

September 14, 2022, subject to applicable law, or (iii) the redemption of the Companys public shares properly submitted in connection with a shareholder vote to amend its amended and restated certificate of incorporation to modify

the substance or timing of the Companys obligation to provide for the redemption of its public shares in connection with an initial business combination or to redeem 100% of the public shares if the Company has not consummated an initial

business combination by September 14, 2022.

The proceeds held in the Trust Account will be invested only in U.S.

government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

The proceeds deposited in the Trust Account could become subject to the claims of the

Companys creditors, if any, which could have priority over the claims of its public shareholders.

After the payment of underwriting discounts and

commissions (excluding the deferred portion of $8,050,000 in underwriting discounts and commissions, which amount will be payable upon consummation of our initial business combination if consummated) and approximately $563,000 in expenses relating

to the Public Offering, approximately $2,000,000 of the net proceeds of the Public Offering and Private Placement was not deposited into the Trust Account and was retained by us for working capital purposes.

The net proceeds deposited into the Trust

Account remain on deposit in the Trust Account earning interest.

As of December 31, 2020, there was $230,007,324 in investments and cash held in the Trust Account and $1,323,425 of cash held outside the Trust Account available for working

capital purposes.

On February 28, 2021, the Company entered into a Business Combination Agreement (the Transaction

Agreement) by and among the Company, NavSight Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of NavSight (Merger Sub), Spire Global, Inc., a Delaware corporation (Spire), and certain of

Spires stockholders (the Founders).

Merger Sub will be merged with and into Spire (the Merger and together with the other transactions contemplated by the Transaction Agreement, the Transactions), with Spire

surviving the Merger.

As a result of the Transactions, as further described below, it is expected that the equityholders of Spire, as of immediately prior to the Merger, will hold approximately 60.8% of the fully diluted outstanding equity interests

of the Company.

At the effective time of the Merger (the Effective Time), by virtue of the Merger and without any action on the part of the

Company, Merger Sub, Spire or the holders of any of Spires securities, each share of outstanding capital stock of Spire (the Company Capital Stock) will be canceled and converted into (i) the right to receive at Closing the

number of shares of the Company Class A Common Stock (the Company Class A Common Stock) based on the pro rata portion applicable to such share of Company Capital Stock, of an aggregate purchase price of approximately

$1.1 billion, and (ii) the contingent earn-out right to receive a pro rata portion of up to 8,000,000 shares of the Company Class A Common Stock in the aggregate based on the

achievement of certain trading price targets following the Closing, which amount of earn-out shares will be adjusted based on a formula set forth in the Transaction Agreement to reflect a portion

of the value of such earn-out shares allocated to holders of Company options assumed by the Company in the Merger.

The Transaction Agreement contains customary representations and warranties of the parties thereto and the closing is subject to certain conditions as further

described in the Transaction Agreement.

For additional information regarding Spire, the Merger Agreement and the Business Combination, see the Current

Report on Form 8-K filed by the Company on March 1, 2021.

Other than as specifically discussed, this report

does not assume the closing of the Business Combination.

Effecting Our Initial Business Combination

We are not presently engaged in, and we

will not engage in, any operations for an indefinite period of time.

We intend to effectuate our initial business combination using cash held in the Trust Account, our equity, debt or a combination of these as the consideration to be paid in our

initial business combination.

We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent

in such companies and businesses.

If our initial business combination is paid for using equity or debt securities, or not all of the funds released from

the Trust Account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our shares of Class A common stock, we may apply the balance of the cash released to us from the Trust

Account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund

the purchase of other companies or for working capital.

Selection of Target Businesses

While we may pursue a business combination target in any business or industry, we intend to focus our search on identifying a prospective target business that

provides expertise and technology to U.S.

government customers in support of their national security, intelligence and defense missions.

We anticipate

that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds.

Target businesses may be brought to our attention by such unaffiliated sources as a result

of being solicited by us through calls or mailings.

These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will know what types of businesses we are

Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they

may have, as well as attending trade shows or conventions.

In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the track record and business

relationships of our officers and directors.

The rules of the NYSE require that we must consummate an initial business combination with one or more

operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount held in trust) at the time of signing a definitive agreement in

connection with our initial business combination.

We are not prohibited from pursuing an initial business combination with a business combination target

that is affiliated with our Sponsor, officers or directors, or from completing the business combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors.

In the event we seek to complete our initial

business combination with a business combination target that is affiliated with our Sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of

FINRA or a valuation or appraisal firm, that such an initial business combination is fair to our company from a financial point of view.

We are not required to obtain such an opinion in any other context.

In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent

management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available to us.

determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty.

Any costs incurred with

respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to

complete another business combination.

The Company will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination.

Redemption Rights for Holders of Public Shares Upon Consummation of Our Initial Business Combination

We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business

combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of our initial

business combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions

described herein.

The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

Our Sponsor, officers and directors have entered

into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of our initial business combination.

Conduct of Redemptions Pursuant to Tender Offer Rules

If a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will (a) conduct the

redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and (b) file tender offer documents with the SEC prior to completing our initial

business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of

Submission of Our Initial Business Combination to a Shareholder Vote

In the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide

our public shareholders with the redemption rights described above upon completion of the initial business combination.

If we seek shareholder approval,

we will complete our initial business combination only if we receive an ordinary resolution under Delaware law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company.

for such meeting will be present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy.

Our Sponsor, officers and directors will count toward this quorum and, pursuant to

the letter agreement, our Sponsor, officers and directors have agreed to vote their Founder Shares, private placement shares and any public shares purchased during or after the Public Offering in favor of our initial business combination.

public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the shareholder meeting held to approve the

proposed transaction.

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in

connection with our initial business combination pursuant to the tender offer rules, our Sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or

in the open market either prior to or following the completion of our initial business combination.

There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such

transactions, subject to compliance with applicable law and NYSE rules.

None of the funds held in the Trust Account will be used to purchase shares or public warrants in such transactions.

If they engage in such transactions, they will not make any

such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

We do not currently anticipate that such purchases, if any,

would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;

however, if the purchasers determine at the time of any such purchases

that the purchases are subject to such rules, the purchasers will comply with such rules.

Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such

reporting requirements.

The purpose of any such purchases of shares could be to vote such shares in favor of the initial business combination and thereby

increase the likelihood of obtaining shareholder approval of the initial business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of

our initial business combination, where it appears that such requirement would otherwise not be met.

The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any

matters submitted to the warrant holders for approval in connection with our initial business combination.

Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been

In addition, if such purchases are made, the public float of our Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to

maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Limitation on Redemption Rights Upon

Completion of Our Initial Business Combination If We Seek Stockholder Approval

Notwithstanding the foregoing redemption rights, if we seek

shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a

public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted from

redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Public Offering without our prior consent.

We believe the restriction described above will discourage shareholders from accumulating large blocks of shares,

and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.

this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in the Public Offering could threaten to exercise its redemption rights against a business combination if such holders shares are not purchased by

us, our Sponsor or our management at a premium to the then-current market price or on other undesirable terms.

By limiting our shareholders ability to redeem to no more than 15% of the shares sold in the Public Offering, we believe we will

limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition

that we have a minimum net worth or a certain amount of cash.

However, we would not be restricting our shareholders ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold

in the Public Offering) for or against our initial business combination.

Delivering Stock Certificates in Connection with the Exercise of Redemption

We intend to require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares

in street name, to, at the holders option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using The Depository Trust Companys DWAC

(Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable.

In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to

approve the initial business combination.

In addition, if we conduct redemptions in connection with a stockholder vote, we intend to require a public stockholder seeking redemption of its public shares to also submit a written request for redemption

to our transfer agent two

business days prior to the vote in which the name of the beneficial owner of such shares is included.

The proxy materials or tender offer documents, as applicable, that we will furnish to holders

of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements, which will include the requirement that any beneficial owner on whose behalf a

redemption right is being exercised must identify itself in order to validly redeem its shares.

Accordingly, a public stockholder would have up to two business days prior to the vote on the initial business combination if we distribute proxy

materials, or from the time we send out our tender offer materials until the close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights.

In the event that a stockholder

fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed.

Given the relatively short exercise period, it is advisable for stockholders to use electronic

delivery of their public shares.

There is a nominal cost associated with the above-referenced process and the act of certificating the shares or

delivering them through the DWAC system.

The transfer agent will typically charge the broker submitting or tendering shares a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder.

However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to submit or tender their shares.

The need to deliver shares is a requirement of exercising redemption rights regardless of the

timing of when such delivery must be effectuated.

Any request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in

the proxy materials or tender offer documents, as applicable.

Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect

to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).

It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares

will be distributed promptly after the completion of our initial business combination.

If our initial business combination is not approved or completed

for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account.

In such case, we will promptly return any certificates

delivered by public holders who elected to redeem their shares.

If the Spire Merger is not completed, we may continue to try to complete an initial

business combination with a different target until 24 months from the closing of the Initial Public Offering.

Redemption of Public Shares and

Liquidation If No Initial Business Combination

Our amended and restated certificate of incorporation provides that we will have only 24 months

from the Public Offering to complete our initial business combination.

If we are unable to complete our initial business combination within such 24-month period, we will:

(i) cease all

operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable

in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of

then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to our obligations under Delaware law to provide for claims of

creditors and in all cases subject to the other requirements of applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business

combination within the 24-month time period.

In identifying, evaluating and selecting a target business for our initial business combination, we may encounter competition from other entities having a

business objective similar to ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions.

Many of these entities are well

established and have extensive experience identifying and effecting business combinations directly or through affiliates.

Moreover, many of these competitors possess similar or greater financial, technical, human and other resources than us.

ability to acquire larger target businesses will be limited by our available financial resources.

This inherent limitation gives others an advantage in pursuing the acquisition of a target business.

Furthermore, our obligation to pay cash in

connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our issued and outstanding warrants, and the future dilution they potentially represent,

may not be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

We currently have two executive officers:

Coleman and Mr.

These individuals are not obligated to devote any specific number of hours

to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.

The amount of time they devote in any time period varies based on whether a target

business has been selected for our initial business combination and the stage of the business combination process we are in.

We do not intend to have any full-time employees prior to the completion of our initial business combination.

Unless the context otherwise requires, all references in this section to the “Company,”

“we,”

“us,”

or “our”

refer to the business of Spire and its subsidiaries.

We are a global provider of space-based data, analytics and space services, offering unique datasets and powerful insights about Earth from the ultimate vantage point—space—so that organizations can make decisions with confidence, accuracy and speed.

We own and operate one of the world’s largest multi-purpose satellite constellations in low earth orbit.

Our fully deployed constellation consists of over 100 satellites, and we believe it is also one of the world’s largest “listening”

constellations, observing the earth utilizing radio frequency sensors.

We enrich this hard-to-acquire, valuable data with analytics and predictive solutions, providing data as a subscription to organizations around the world so that they can improve business operations, decrease their environmental footprint, deploy resources for growth and competitive advantage and mitigate risk.

In December 2021, our satellite constellation covered the earth over 200 times per day on average and our global ground station network performed over 2,300 contacts each day on average, reliably and resiliently collecting data with low latency.

Our cloud-based data infrastructure processed five terabytes of data each day on average in December 2021, in creating our proprietary data analytics solutions.

We provide customers these solutions through an application programming interface (“API”) infrastructure that delivers approximately one terabyte of data each day to our customers, as of December 31, 2021.

The global data we collect includes data that can only be captured from space with no terrestrial alternatives.

We collect this data once and can then sell it an unlimited number of times across a broad and growing set of industries, including weather, aviation and maritime, with global coverage, real-time and near real-time data that can be easily integrated into our customers’

From our founding in 2012, we have set out to leverage data from space to solve problems on Earth.

We aim to help inspire, lead, and innovate the business of space-based data.

Today, our proprietary data and solutions are being used to help commercial and government organizations gain the advantage that they seek to innovate and solve some of the world’s greatest challenges, like climate change.

We have experienced rapid organic and inorganic growth in recent periods.

In November 2021, we acquired exactEarth, a leading provider of global maritime vessel data for ship tracking and maritime situational awareness solutions in Canada.

Our Data Solution Offerings

Our proprietary constellation of low Earth multi-use receiver (“LEMUR”) satellites collects and transmits data to our proprietary global ground station network.

The data is then autonomously moved from ground stations to proprietary data warehouses for cleansing, standardization, fusion and analysis.

Via the SpireSight API, our customers receive proprietary data, analysis, and predictive solutions delivered seamlessly in near real-time.

We collect data from space once and can sell it an unlimited number of times without added cost.

The four forms of data we sell to customers are:

Clean and structured data directly from our proprietary satellites;

Clean data fused with third-party datasets and proprietary analysis to enhance value and provide insights;

Predictive data :

Big data, AI, and ML algorithms applied to fused data sets to create predictive analytics and insights;

Data-driven actionable recommendations to solve specific business problems, utilizing the full spectrum of our data analytics suite.

Key elements of our data platform include:

Our data platform provides a unified view of robust, deep data sets that are accessed from multiple data sources, globally.

Through this single view, users are able to gain better insight and make informed decisions;

SaaS platform :

Our cloud-based platform allows users to ingest massive amounts of data from real-time to near real-time;

Cloud-based data analytics :

We have developed data processing and analytics systems which are used to process the data produced by its sensors, combine it with third-party data, and provide predictive analytics solutions for our customers.

We monetize our proprietary solutions across a broad and growing range of current and target industries including agriculture, logistics, financial services, insurance, aerospace, energy, fishing, academia and real estate, among others.

The largest industries we currently serve include maritime, aviation and government (civil and defense).

We provide current and historical data, insights and predictive analytics for highly accurate ship monitoring, real-time vessel updates, port operations, ship safety and route optimization.

We leverage the International Maritime Organization automatic identification systems ("AIS") standard, which is an automatic tracking system that uses transceivers on ships to provide geographic location data through historical or live satellite AIS (“S-AIS”) data as observed by our satellites and terrestrial AIS (“T-AIS”) data from third party sensor stations.

Dynamic AIS (D-AIS) combines three types of AIS data to provide greater vessel tracking data in high traffic zones.

Our AIS-based maritime solutions increase global maritime domain awareness, facilitate coastline policing, and provide greater ocean coverage.

Key applications include:

Tracking vessels globally :

Precise vessel tracking using AIS data helps owners and operators know where vessels are located.

Customers can run queries by Maritime Mobile Service Identity (MMSI), vessel name, call signs, AIS class type and more.

Supply chain and port operations:

Expected time of arrival and vessel tracking data enables shippers, third party logistic companies and ports to optimize routes, minimize delays and time at port, plan berths and orchestrate last mile delivery.

Optimizing fuel efficiencies :

Smart route planning, identification of busy shipping lanes, weather forecasts and port selection enable customers to effectively manage fuel costs.

Monitoring illegal activities and compliances :

Real-time solutions help facilitate organizations to secure fishing territories, protect underwater infrastructure and analyze maritime incidents.

Analyzing commodity trading :

Fuel, grain, building materials and precious metals are all traded by sea.

We constantly track what, where and by whom such commodities are being traded.

We use location data and maritime intelligence in combination with trade data to visualize the global commodity flow and identify patterns.

In November 2021, we acquired exactEarth, a leading provider of global maritime vessel data for ship tracking and maritime situational awareness solutions that was mainly based out of Canada.

In December 2021, our proprietary technology collected 283 million AIS messages daily on average.

We provide global satellite-based aircraft tracking data to power applications, drive decision making and improve cost efficiencies.

We utilize International Civil Aviation Organization-backed ADS-B aircraft tracking data to provide a near real-time precision and situational awareness.

Using ADS-B, customers can track the overall operational status of aviation assets and relevant weather conditions along a given aircraft’s flight path or in particular areas of interest around the world.

Our versatile datasets include historical and near real-time aircraft position and status, aircraft type and airline data, flight and airport information, delivered via our near real-time and historical data APIs.

Our satellites capture global aircraft movements from space using ADS-B signals, even when the aircraft is flying over oceans, deserts, mountains and regions without available ground-based tracking.

Flight tracking :

We generate near real-time information on the movements of all ADS-B equipped aircrafts across continents and oceans for a long suite of regulatory and operations applications;

Estimated time of arrival/on-time performance :

Our versatile, near real-time aviation ADS-B data streams provide insight into both historical on-time performance and real-time estimated time of arrivals;

Overflight fee :

National aviation authorities charge overflight fees to operators of aircraft that fly in their airspace, but neither take off nor land in the country.

Our easy to integrate APIs allow automatic detection and aid in fee administration;

Air cargo and freight analytics :

Tracking all cargo aircraft in near real-time can be leveraged for analysis of supply of air cargo capacity which aids in optimizing pricing and distribution;

Analytics and market intelligence :

Companies integrate live and historical flight and weather data into innovative solutions for their customers and internal teams, driving more favorable outcomes through deeper insights;

Predictive maintenance and aircraft management :

By tracking aircraft usage and flight patterns, our data aids in the analysis allowing for less aircraft downtime and fewer schedule disruptions.

In December 2021, we collected 368 million ADS-B messages daily on average.

We provide space-based data, AI-powered insights and predictive weather analytics to empower the world to optimize costs, increase safety, boost decarbonization and make optimal business decisions.

By utilizing radio occultation technology (“RO”), we are able to offer global and precise weather monitoring capabilities, capturing detailed temperature, humidity, and pressure information across the entire planet.

Our extensive low-orbit satellite constellation collects near real-time data from every layer of the atmosphere, even at traditionally difficult high and low altitude ranges.

Our constellation delivers global access to a specialized global observation dataset and delivers accuracy, previously only available locally and in well-developed regions.

These tools provide immense value to governments, companies and individuals across the world, including the following sample of applications:

Asset protection :

Our data can help facilitate the protection of physical assets like power lines from storm damage;

Crop yields :

Customers can use our solutions to help to optimize crop yields with optimal farm operations;

Local weather forecasting:

Taking exact measurements around the world helps improve local forecasts since weather systems connect globally and can provide emergency management professionals and search and rescue teams with highly detailed forecasting across their operational regions;

Reducing losses and insurance:

Provision of data can decrease losses related to inclement weather and provide enhanced customer experiences in insurance, and

Minimize supply chain disruptions:

Reduce risks to cargo, ship and crew safety, optimize fuel consumption and manage operational costs with hyper-accurate weather forecasts for maritime, aviation and ground operations.

In December 2021, our constellation collected approximately 20,000 RO profiles daily on average.

Space Services

We leverage our fully deployed, at-scale space, ground and cloud infrastructure, our proven, low-risk development lifecycle and proprietary infrastructure to provide our Space Services solution, which takes full advantage of our space heritage, vertically integrated capabilities and global space infrastructure to revolutionize how customers access space.

Akin to cloud-based services like Amazon Web Services (“AWS”), Microsoft Azure, and Google Cloud Platform, we provide customers fast, scalable and reliable access to space data at a fraction of the cost and time it historically took by leveraging the same operational infrastructure we use for our own data and analytics solutions across maritime, aviation and weather.

In doing so, customers are able to convert high capital expenditures typically recognized at the outset into affordable and recurring operating expenditures though a flexible subscription-based pricing model.

Our consistent launch schedule and end-to-end LEMUR design and manufacturing process allow customer sensors to go from design to launch in a matter of months, as opposed to three to five years–common under legacy satellite development.

Our customers can deploy their own applications and sensors into space quickly and efficiently with our diverse offerings:

Software in Space:

Deploy customer software to existing satellites, using Software Defined Radios (SDR) in space without the need to launch a dedicated spacecraft.

Payload in Space:

Host customer payloads on trusted, fully-integrated space, ground and web platform.

Solutions in Space:

Customers partner with Spire to build a custom end-to-end solution.

Our Technology Platform

Our Constellation

We operate a large constellation of LEMUR nanosatellites along with a global network of ground stations.

By operating our own satellites and ground stations, we are able to quickly and efficiently collect large volumes of data and make them available to our customers.

Key elements of our constellation include:

Proprietary Satellite Space Platform :

We have developed a configurable nanosatellite platform called LEMUR, which is used to deploy data- generating sensors into space and provide all necessary resources for them to be operated efficiently, including power, pointing, data communications and onboard processing.

As of December 31, 2021, the LEMUR platform has accumulated over 300 years of space flight heritage, with over 145 nanosatellites deployed in over 30 unique configurations.

LEMUR is compatible with a significant number of available launch vehicles, having completed more than 30 launch campaigns on nine unique vehicles.

Software-defined radio frequency sensors :

We have developed a number of software-defined-radio based sensors, including AIS receivers, ADS-B receivers, and GNSS radio occultation (GNSS-RO) receivers.

These sensors are used to produce the proprietary datasets used in our data and analytics solutions.

Ground station network :

We have deployed and operate a network of more than 30 ground stations distributed around the globe.

These ground stations allow seamless communications between LEMUR nanosatellite platforms (and their hosted sensors) and our cloud-based operations and data processing system.

Supercomputing power in-orbit:

We have launched supercomputing power in-orbit, which supports up to one teraflop of computing performance.

Automated operations system :

We have developed a cloud-based automated operations system, which allows us and users of our Space Services solution to operate sensors hosted on the LEMUR nanosatellite platform seamlessly through a web-based API.

The operations system includes proprietary optimization algorithms which allow coordinated operations of multiple satellites, enabling us and our Space Services users to scale operations of constellations efficiently.

Industry Background

We believe technological advancements and the rapid pace of innovation continue to drive the commercialization of spaced-based data, analytics, and insights, making them more relevant to businesses, governments and to the public at large.

Furthermore, we believe that the demand for data that can be collected from space is growing rapidly, while the cost of access to space is falling.

Key trends in the new space economy include the growth in the number of constellations and the availability of space-based data, the shift in user demand from data toward analytics and insights, climate change adaptation, and advancements in on-board technologies.

Growth in the number of constellations and the availability of data

One of the biggest drivers of growth in our industry has been the growth in the number of satellites orbiting the earth and the increasing amounts of data being made available by them.

Satellites continue to evolve into smaller forms, as small as a breadbox or even as tiny as a mobile phone subscriber identification module (“SIM”), with significant capabilities.

These smaller satellites are less expensive to build and easier to launch than legacy satellites.

These small satellite constellations are disrupting the space industry due to their rapid pace of innovation (aligned with a 10-fold improvement in capability per kilogram every five years), deployment cycles and lower cost to deploy in orbit.

Shift in user demand from data to analytics

Users are increasingly demanding not only data, but also analytics and insights.

Advancements in technologies such as big data and cloud-based processing allow for massive amounts of data to be not only stored, but also analyzed in real-time, providing users with faster, more meaningful data, analytics and insights.

Artificial intelligence (“AI”), machine learning (“ML”) and the application of specified algorithms continue to improve insights and predictive analytics.

Climate change response

The response to the world’s problem of global warming and climate change over the past several decades has been largely focused on efforts to reduce greenhouse gas emissions.

More recently, there has been a growing realization that the world lacks sufficient tools to anticipate and respond effectively to extreme weather events and climate change, and that more of our efforts and investment should be focused on how we can best protect vulnerable populations, infrastructure, land and the impact to the global economy.

We believe that more accurate weather data, prediction technologies and analytics will play an increasingly important role in helping to devise strategies to maintain water quality and availability, modify land use, protect and preserve coastal land and development, manage stormwater logistics, mitigate the spread of wildfires, repair and retrofit vulnerable facilities and maximize the use of green infrastructure.

Advancements in on-board technologies

Rapid innovation in space technology infrastructure, including communication devices and sensors, has improved data download times and spatial resolution and measurement accuracies, allowing for better space-based data, analytics and insights to be delivered faster.

Before space-based data, legacy solutions were often burdened with substantial shortcomings in terms of coverage and safety.

For instance, before the advent of Automatic Dependent Surveillance-Broadcast (“ADS-B”), aviation stakeholders were blind to the vast majority of global aerospace activity, as terrestrial-based solutions were unable to track aircraft over oceans.

This occasionally resulted in tragedies like that of Malaysia Airlines Flight 370, which disappeared in March 2014 while flying a routine route from Kuala Lumpur to Beijing.

As of December 2021, our sensors covered the entirety of the globe over 200 times per day on average, including remote areas where terrestrial automatic identification system (“AIS”), ADS-B and atmospheric weather information are out of reach.

The introduction of intersatellite links has been a game changer for the industry.

Our constellation already has radio frequency links (RF links) in-orbit and we have begun testing optical intersatellite links (“optical ISLs”).

The effective rollout of this technology throughout our constellation will create a mesh network

in a similar way to how personal computers were linked with one another through the internet.

Optical ISLs will enable us to deliver more data faster and in an even more secure way to our customers.

Lastly, the compute power on-board satellites in-orbit continues to improve.

Spire launched its first supercomputer in-orbit with a teraflop of data processing capability in October 2020 and has iterated on the technology since to meet the needs of space services customers and enhance the data solutions delivered to customers.

Sales and Marketing

We operate primarily a direct sales organization dispersed geographically to align with our existing customers along with reaching potential new customers worldwide.

On a selective basis we utilize resellers in markets where we lack a direct sales presence.

Our sales professionals are responsible for acquiring new customers along with managing and expanding business with our existing customers.

The efforts are focused on sourcing and developing new customer relationships, maintaining customer relationships, increasing solution penetration, driving sales to additional solutions and ensuring contract renewals.

Our customer success and sales engineer teams, along with our sales team, manage our relationships with our customers.

Once a solution sale is made, our sales team leverages our land-and-expand model to generate incremental revenue through increased levels of adoption of our data by our customers.

To drive such expansion in our existing customers, our sales team works closely with our sales engineers and marketing teams to ensure customer success.

Often, we find that initial customer success with our data results in key internal decision-makers upgrading their subscription packages, adding additional data sets, increasing the data coverage, adding additional solutions, or expanding their implementation throughout their organization and to new use cases.

Our marketing team focuses on attracting, acquiring and retaining customers through outbound demand campaigns, building our brand reputation, increasing the awareness of our space-based data, predictive analytics and space services and the showcasing of customer successes.

Our outbound demand campaigns include paid search, email, web and in-person customer events.

Some of these targeted marketing efforts are focused on driving potential customers in search of solutions to our website.

Supporting our sales professionals, our marketing team also develops messaging, solution positioning, thought leadership and other tools to help communicate the business value of our solutions.

Our team also collaborates with our industry peers, suppliers, partners and customers when appropriate to celebrate successes and promote advancements within the new space economy.

Research and Development

Our research and development team consist of spacecraft engineering, software engineering, data science, meteorology, manufacturing, product engineering, external experts and management and is responsible for the design, architecture, creation and quality of our space platform and data solutions.

We invest substantial resources in research and development to enhance our product portfolio and services.

We believe the enhancement of our solutions and the timely development of new services and features is essential to maintaining our competitive position, and we incorporate suggestions and feedback from our customers into our services.

Our research and development teams work closely with operations to monitor and maintain the high availability of all our services.

Additionally, the research and development team works closely with our sales team to collect customer feedback to enhance our portfolio.

Our research and development organization is distributed across the United States, Canada, Luxembourg, Scotland and Singapore, each of which we believe is a strategic advantage for us, allowing us to develop capabilities more efficiently.

The maritime, aviation and weather data industries are fragmented and highly competitive and characterized by rapid changes in technology, customer requirements and industry standards and frequent introductions of improvements to existing offerings.

Our primary competitors in these industries include companies that specialize in one or more services similar to those offered by us on a local or regional basis.

We also compete with global, national, regional and local firms and government entities specializing in our industries.

Some of our primary competitors include, in our maritime data vertical, Orbcomm Inc., in our aviation data vertical, Aireon LLC, and in our weather data vertical, GeoOptics, Inc.

with respect to our radio occultation data services.

Some of our primary competitors also include analytics companies such as AccuWeather, Inc., Weathernews Inc., MeteoGroup (acquired by DTN, LLC), Tomorrow.ai, Climavision, European Centre for Medium-Range Weather Forecasts, NOAA and The Weather Company with respect to predictive analytics.

We compete with companies such as AAC Clyde Space, GomSpace A/S, NanoAvionics LLC, ISISSpace and Open Cosmos Ltd.

in our Space Services channel.

The principal competitive factors for companies in our verticals are:

global coverage, temporal and spatial resolution, accuracy, uniqueness, relevance and latency of data and analytics;

speed, scale, reliability and relevance of API/user interface, ease of deployment and use, ability to ingest and manage a broad variety and large volume of data, ongoing innovation of services and customer support;

quality of training and consulting;

flexible packaging and total cost of ownership;

Business Strength:

long-term business viability, customer satisfaction, brand awareness and reputation.

We believe that we compare favorably with our competitors on the basis of the factors listed above.

The industries in which we compete are dynamic and require constant change and innovation, and we plan to continue to evolve our technology to provide our customers with comprehensive data and analytics that protect our environment and our communities, transform global logistics and contribute to economic stability.

Our innovation and focused execution have allowed us to quickly extend our network and our reach and we plan to continue our efforts to expand within our existing industries and enter new industries and geographies in the future.

However, we could face significant risks to our business, financial condition and results of operations as a result of competition.

For additional information, see the section titled “

Risk Factors—Risks Related to Spire—We face intense competition and could face pricing pressure from, and lose market share to, our competitors, which would adversely affect our business, financial condition, and results of operations .”

Intellectual Property

Our success depends in part upon our ability to safeguard our core technology and other intellectual property protection for our technology, inventions, improvements, proprietary rights, and other assets.

We seek to accomplish that objective by establishing intellectual property rights in and protecting those assets through a combination of patents, patent applications, registered and unregistered trademarks, copyrights, trade secrets, license agreements, confidentiality procedures, non-disclosure agreements with third parties, and other contractual measures.

As of December 31, 2021, we have 25 issued U.S.

patents, five pending U.S.

patent applications, no pending U.S.

provisional patent applications, one issued non-U.S.

patent and two pending non-U.S.

patent applications (one of which is an allowed Canadian Application).

Our issued U.S.

patents, and any patents that may issue from our pending applications, are scheduled to expire at dates ranging between February 1, 2033 and November 4, 2040, excluding any additional term for patent term adjustments or extensions.

In addition, as of December 31, 2021, we owned six registered trademarks in the United States, no pending trademark applications in the United States, 21 registered trademarks in non-U.S.

jurisdictions and no pending trademark applications in non-U.S.

jurisdictions.

We also license data and software from third parties for integration into our business, including open-source software and other software available on commercially reasonable terms.

Additionally, we rely upon unpatented trade secrets and confidential know-how and continuing technological innovation to develop and maintain our competitive position.

We seek to protect our proprietary information, in part, by entering into confidentiality agreements with our employees, consultants, vendors and customers, and generally limiting access to and distribution of our proprietary information.

However, we cannot assure you that the steps taken by us will prevent misappropriation of our technology.

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our offerings or obtain and use information that we regard as proprietary.

Policing unauthorized use of our technology is difficult and time consuming.

Third parties may independently develop the same or similar proprietary information or may otherwise gain access to our proprietary information.

The laws, procedures and restrictions on which we rely may provide only limited protection, and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated.

In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the United States, and many foreign countries do not enforce these laws as diligently as government agencies and private parties in the United States.

Our industry is characterized by the existence of a large number of patents and frequent claims and related litigation regarding patent and other intellectual property rights.

From time to time, third parties may assert claims of infringement, misappropriation, and other violations of intellectual property against us or our customers, with whom our agreements may obligate us to indemnify against these claims.

Employees and Human Capital Resources

Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees and consultants.

In addition to competitive base salaries and cash compensation, the principal purposes of our equity incentive plans are to attract, retain, and reward personnel through the granting of stock-based compensation awards, in order to increase stockholder value and the success of our company by motivating such individuals to perform to the best of their abilities and achieve our objectives.

As of December 31, 2021, we had 370 employees based out of eight offices located in five countries, of which 269 were full-time employees.

In addition, we engage contractors and third-party service providers in connection with certain projects.

In certain countries in which we operate, we are subject to, and comply with, local labor law requirements which may automatically make employees subject to industry-wide collective bargaining agreements.

None of our U.S.

employees are represented by a labor union or covered by a collective bargaining agreement with respect to their employment with us.

We have not experienced any work stoppages, and we consider our relations with our employees to be good.

Government Regulation and Compliance

Our business is subject to regulation by various federal, state, local and foreign governmental agencies, including agencies responsible for monitoring and enforcing laws and regulations related to the deployment and operation of satellites, ground stations, privacy and data protection, intellectual property, investment screening, labor and employment, worker classification, product safety, economic sanctions, anti-trust laws, anti-money laundering laws, anti-bribery laws, import and export controls, federal securities laws and tax laws and regulations.

Our business requires licenses and permits from the Federal Communications Commission (“FCC”) and review by other agencies of the U.S.

License approval can include an interagency review of safety, operational, radio frequency interference, national security, foreign policy and international obligations implications, as well as a review of foreign ownership.

We must also comply with laws and regulations relating to the formation, administration, and performance of contracts with the public sector, including U.S.

federal governmental organizations, which affect how we do business with governmental agencies.

Selling our services to the U.S.

government also subjects us to certain regulatory and contractual requirements.

In addition, we maintain similar licenses and permits in Luxembourg, Singapore and other jurisdictions that impose regulatory and operational requirements.

Our launch and operation of planned satellites may require regulatory authorizations from the FCC or a non-U.S.

licensing jurisdiction.

Obtaining launch windows for planned satellites and ground stations, preparing for launch and working with the requisite equipment in foreign jurisdictions may require coordination with U.S.

and foreign regulators.

It is not uncommon for licenses for new satellites or additional operational parameters to be granted just prior to launch, and we expect to receive such licenses for all planned satellites.

If we do not obtain required authorizations in the future, we will not be able to operate

our planned satellites.

If we obtain a required authorization but do not meet milestones regarding the construction, launch and operation of a satellite by deadlines that may be established in the authorization, we may lose our authorization to operate a satellite using certain frequencies in an orbital location.

Any authorizations we obtain may also impose operational restrictions or permit interference that could affect our use of planned satellites.

We hold FCC and foreign governmental licensing authority licenses, permits and approvals for its satellite constellations and earth stations.

As we build out our satellite constellation, we will require new licenses, permits and approvals from the FCC and/or foreign governmental licensing authorities or modifications to existing licenses, permits and approvals.

Changes to its satellite constellation and earth stations may also require prior approval from the FCC or other governmental authorities.

These modifications or changes may take time:

for example, the FCC typically processes satellite applications for new orbital locations or frequencies on a first come, first served basis.

From time to time, we may have pending applications for permanent or temporary changes in frequencies and technical design.

From time to time, we have filed or will need to file applications to replace or add satellites to our satellite constellation.

These licenses, permits, and approvals are also subject to modification by the FCC and foreign government licensing authorities.

In addition, our licenses, permits and approvals require coordination with various entities, including other federal government agencies.

Our business is also dependent on the use of satellite signals and on terrestrial communication bands.

International allocations of radio frequency are made by the International Telecommunication Union (“ITU”).

These allocations are further governed by radio regulations that have treaty status and which may be subject to modification every two to three years by the World Radiocommunication Conference.

Each country also has regulatory authority over how each band is used in the country.

In the United States, the FCC and the National Telecommunications and Information Administration share responsibility for radio frequency allocations and spectrum usage regulations.

Any ITU or local reallocation of radio frequency bands, including frequency band segmentation and sharing of spectrum, or other modifications of the permitted uses of relevant frequency bands, may materially and adversely affect the utility and reliability of our services and have significant negative impacts on our customers, both of which could reduce demand for our business.

We are licensed to uplink and downlink our data over certain bands.

Other countries have considered proposals for use of frequencies used by our business as well as adjacent bands that could cause harmful interference to our services.

In many cases, our data, services, and technology are or may in the future be subject to U.S.

export control laws and regulations including the Export Administration Regulations (“EAR”) and International Traffic In Arms (“ITAR”), and subject to trade and economic sanctions maintained by Office of Foreign Assets Control (“OFAC”).

We are also subject to or may in the future be subject to export control and trade sanctions laws and regulations in the European Union (“EU”), the United Kingdom, Singapore and other jurisdictions in which we operate.

As such, an export license may be required to export or re-export our data, services, and technology to certain countries or end-users, or for certain end-uses.

Compliance with the EAR, ITAR and other applicable regulatory requirements regarding the export of our services, including new releases and/or the performance of services, may create delays in the introduction of our services in non-U.S.

markets, prevent our customers with non-U.S.

operations from deploying these solutions throughout their global systems or, in some cases, prevent the export of the services to some countries altogether.

Obtaining the necessary export license for a particular sale or offering may not be possible and may be time-consuming and may result in the delay or loss of sales opportunities.

In addition, compliance with the directives of the Directorate of Defense Trade Controls (“DDTC”) may result in substantial expenses and diversion of management attention.

Any failure to adequately address the directives of DDTC could result in civil fines or suspension or loss of our export privileges, any of which could materially adversely affect our business, financial condition, results of operations.

Further, U.S.

export control laws and economic sanctions as well as similar laws and regulations in other jurisdictions prohibit the export of offerings to certain U.S.

embargoed or sanctioned countries, governments, and persons, as well as for prohibited end-uses.

Our business is also subject to a variety of federal, state, local, and international laws, directives, and regulations, as well as contractual obligations, relating to the collection, use, retention, security, disclosure, transfer and other processing of personal information and other data.

The regulatory framework for privacy, data protection and data transfers worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future.

For example, the European Court of Justice in July 2020 struck down the EU-U.S.

Privacy Shield framework, which provided companies with a mechanism to comply with data protection requirements when transferring personal data from the EU to the United States.

In some cases, data privacy laws and regulations, such as the EU’s General Data Protection Regulation (“GDPR”), impose obligations on us and on many of our customers.

In addition, domestic data privacy laws, such as the California Consumer Privacy Act (the “CCPA”), the recently passed California Privacy Rights Act (the “CPRA”), and the Virginia Consumer Data Protection Act (the “CDPA”), continue to evolve and could expose us to further regulatory or operational burdens.

Some countries also are considering or have passed legislation requiring local storage and processing of data, or similar requirements, which could increase the cost and complexity of delivering our services.

Complying with the GDPR, CCPA, CPRA, CDPA, or other laws, regulations, amendments to or re-interpretations of existing laws and regulations and contractual or other actual or alleged obligations relating to privacy, data protection, data transfers, data localization or information security may require us to make changes to our services to enable us or our customers to meet new legal requirements, incur substantial operational costs, modify our data practices and policies and restrict our business operations.

Our business is also subject to various laws and regulations relating to the protection of the environment and human health and safety, including those governing the management, storage and disposal of hazardous materials, such as fuels and batteries, which may contain hazardous materials.

We could incur significant costs, including cleanup costs, fines, sanctions, and third-party claims, as a result of violations of or in connection with liabilities under environmental laws and regulations.

For additional information regarding the laws and regulations to which we are subject and the risks to our business associated with such laws and regulations, see the section titled “

Risk Factors—Risks Related to Spire ,”

including the sections titled “

Our business is subject to a wide range of laws and regulations, many of which are evolving, and failure to comply with such laws and regulations could harm our business, financial condition, and results of operations ,”

Our ability to obtain or maintain licensing authorization for our platform is subject to government rules and processes which can cause delays or failures in obtaining authorizations requested.

Further, regulators may adopt new rules and regulations which could impose new requirements impacting our business, financial condition, and results of operations.

If we do not maintain regulatory authorizations for our existing satellites, associated ground facilities and terminals, services we provide, or obtain authorizations for our future satellites, associated ground facilities and terminals, and services we provide, we may not be able to operate our existing satellites or expand our operations ,”

We are dependent on the availability and unimpaired use of allocated bands within the radio frequency spectrum and failure to secure spectrum use rights to support our operations and future technological development could impede our growth.

Further, our platform may be subject to harmful interference from new or modified spectrum uses ,”

We are subject to domestic and international governmental export and import controls that would impair our ability to compete in international markets or subject us to liability if we are not in compliance with applicable laws or if we do not secure or maintain the required export authorizations ,”

The rapidly evolving framework of privacy, data protection, data transfers, or other laws or regulations worldwide may limit the use and adoption of our services and adversely affect our business.

Corporate Information

Old Spire was incorporated in 2012 as a Delaware corporation under the name NanoSatisfi, Inc., which was changed to Spire Global, Inc.

NavSight Holdings, Inc.

was incorporated in May 2020 as a Delaware corporation and a special purpose acquisition company and, on September 9, 2020, completed its initial public offering.

On August 16, 2021, NavSight Holdings, Inc.

consummated the Merger with Old Spire pursuant to the Business Combination Agreement.

In connection with the Business Combination Agreement, NavSight Holdings, Inc.

changed its name to Spire Global, Inc.

Our principal executive office is located at 8000 Towers Crescent Drive, Suite 1100, Vienna, Virginia 22182, and our telephone number is (202) 301-5127.

Information contained on our website or connected thereto does not constitute part of, and is not incorporated by reference into, this Annual Report on Form 10-K.

Available Information

We are required to file

Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events

(e.g., changes in corporate control, acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business and bankruptcy) in a Current Report on Form 8-K.

SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

The SECs Internet website is located at http://www.sec.gov.

the Company will provide copies of these documents without charge upon request from us in writing at 12020 Sunrise Valley Drive, Suite 100, Reston, Virginia 20191.

Our website is located at www.spire.com, and our investor relations website is located at www.ir.spire.com.

Copies of our Annual Report on Form 10-K,

Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the

Securities Exchange Act of 1934, as amended (the "Exchange Act"), are available free of charge on our investor relations website as soon as reasonably

practicable after we file such material electronically with or furnish it to the Securities and Exchange Commission (the "SEC").

The SEC also maintains a

website that contains our SEC filings at www.sec.gov.

We announce material information to the public about us, our products and services and other matters through a variety of means, including filings with the

SEC, press releases, public conference calls, webcasts, the investor relations section of our website at www.ir.spire.com and our Twitter account (@SpireGlobal) in order to achieve broad, non-exclusionary distribution of information to the public and for complying with our disclosure obligations under Regulation FD.

The information disclosed by the foregoing channels could be deemed to be material information.

As such, we encourage investors, the media, and others to

follow the channels listed above and to review the information disclosed through such channels.

Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 1. Business