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Item 9A. Controls and Procedures

2022-11-07 compared with 2021-05-12 · 196 added, 1511 removed, 10 unchanged (99% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the

Exchange Act, is recorded, processed, summarized, and reported within the time period specified in the SECs rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is accumulated and

communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

In connection with this Amendment, our management re-evaluated, with the

participation of our current chief executive officer and chief financial officer (our Certifying Officers), the effectiveness of our disclosure controls and procedures as of December 31, 2020, pursuant to Rule 13a-15(b) under the

Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that, solely due to the Companys restatement of its financial statements to reclassify the Companys Public Warrants and Private Placement Warrants as described

in the Explanatory Note to this Amendment, a material weakness existed and our disclosure controls and procedures were not effective as December 31, 2020.

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the

Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SECs rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is

accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter

how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there

are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance

that we have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that

any design will succeed in achieving its stated goals under all potential future conditions.

Managements Report on Internal Controls Over

Financial Reporting

This Annual Report on Form 10-K does not include a report of managements assessment regarding internal control over

financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Restatement of Previously Issued Financial Statements

On May 10, 2021, we revised our prior position on accounting for warrants and concluded that our previously issued financial statements as of December 31, 2020

and for the period from May 29, 2020 (inception) through December 31, 2020 should not be relied on because of a misapplication in the guidance on warrant accounting.

However, the non-cash adjustments to the financial statements do not impact the

amounts previously reported for our cash, total assets, operating expenses or cash flows.

E valuation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed

or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Our principal executive officer and principal financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rule(s) 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2021.

Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2021 because of the material weaknesses in internal control over financial reporting described below.

In designing and evaluating disclosure controls and procedures, our management recognizes that any system of controls, however well designed and operated, can provide only reasonable assurance, and not absolute assurance, that the desired control objectives of the system are met.

In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.

Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals in all future circumstances.

Accordingly, our disclosure controls and procedures must be designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met.

Management's Report on Internal Control over Financial Reporting

This Form 10-K/A does not include a report of management’s assessment regarding internal control over financial reporting, or an attestation report of our independent registered public accounting firm, as allowed by the SEC for reverse acquisitions between an issuer and a private operating company when it is not possible to conduct an assessment of the private operating company’s internal control over financial reporting in the period between the consummation date of the reverse acquisition and the date of management’s assessment of internal control over financial reporting (pursuant to Section 215.02 of the SEC Division of Corporation Finance’s Regulation S-K Compliance & Disclosure Interpretations).

As discussed elsewhere in this Form 10-K/A, we completed the Merger on August 16, 2021.

Prior to the Merger, we were a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses.

As a result, previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date as our operations prior to the Merger were insignificant compared to those of the consolidated entity post-Merger.

The design of internal control over financial reporting for Spire Global, Inc.

post-Merger has required and will continue to require significant time and resources from management and other personnel.

As a result, management was unable, without incurring unreasonable effort or expense to conduct an assessment of our internal control over financial reporting as of December 31, 2021.

Material Weaknesses in Internal Control over Financial Reporting

We have identified material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses are as follows:

We did not design and maintain an effective control environment commensurate with the financial reporting requirements of a public company.

Specifically, we lacked a sufficient number of professionals with an appropriate level of internal controls and accounting knowledge, training, and experience to appropriately analyze, record and disclose accounting matters timely and accurately.

Additionally, the lack of a sufficient number of professionals resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of our financial reporting objectives, as demonstrated by, amongst other things, insufficient segregation of duties in our finance and accounting functions.

This material weakness contributed to the following additional material weaknesses:

We did not design and maintain an effective risk assessment process at a precise enough level to identify new and evolving risks of material misstatement in our financial statements.

Specifically, changes to existing controls or the implementation of new controls have not been sufficient to respond to changes to the risks of material misstatement in the financial statements.

We did not design and maintain effective controls over the segregation of duties related to journal entries and account reconciliations.

Specifically, certain personnel have the ability to both (a) create and post journal entries within our general ledger system, and (b) prepare and review account reconciliations;

The material weaknesses above resulted in certain immaterial audit adjustments, which were recorded prior to the issuance of the consolidated financial statements as of and for the year ended December 31, 2020.

Additionally, these material weaknesses could result in a misstatement of substantially all of our accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

We did not design and maintain effective controls related to the identification of and accounting for certain non-routine, unusual or complex transactions, including the proper application of GAAP to such transactions.

Specifically, we did not design and maintain:

controls to timely identify and account for warrant instruments, which resulted in the restatement of the previously issued financial statements of NavSight related to adjustments to warrant liabilities and equity;

controls to account for business combinations, including the associated valuation estimates and the completeness and accuracy of the opening balance sheet, which did not result in a misstatement to our consolidated financial statements;

controls to timely identify and account for the fair value of the contingent earnout liability, which resulted in an error in the fair value of the contingent earnout liability in our previously issued consolidated financial statements as of and for the year ended December 31, 2021 that are being restated in this Form 10-K/A and in the restatement of the Company’s unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2021.

We did not design and maintain effective controls over certain information technology (“IT”) general controls for information systems that are relevant to the preparation of our financial statements.

Specifically, we did not design and maintain:

user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs, and data to appropriate company personnel;

program change management controls for our financial systems to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized, and implemented appropriately;

testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements.

These IT deficiencies did not result in a misstatement to the financial statements, however, the deficiencies, when aggregated, could impact our ability to maintain effective segregation of duties, as well as the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all financial statement accounts and disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected.

Accordingly, management has determined these deficiencies in the aggregate constitute a material weakness.

Remediation Efforts on Material Weaknesses in Internal Control over Financial Reporting

In response to the material weaknesses identified, we have implemented changes to our internal control over financial reporting throughout 2021, and will begin or continue performing the following remedial actions in 2022:

Control Environment and Hiring Key Personnel

Our remediation actions related to improving our control environment and hiring key personnel include the following:

In Q4 2021, the Company has hired additional accounting and IT personnel, to bolster its reporting, technical accounting, and IT capabilities to a level commensurate with the internal control requirements of a public company.

Additionally, the Company has realigned and doubled its accounting group and established a managerial position to manage financial systems.

The Company continues to monitor personnel requirements and increase headcount and roles where needed to address corporate control structure, in addition to providing necessary ongoing training to its finance and accounting personnel.

Risk Assessment

Our remediation actions related to improving the controls related to our risk assessment process include the following:

The Company engaged a third party to assist in designing and implementing a risk assessment process to identify and evaluate changes in the Company’s business and the impact on its internal controls.

The Company conducted a financial risk assessment to identify key business processes and establish internal materiality thresholds.

The Company performed walkthroughs of all key processes, identified key controls, and developed narratives describing risk points, processes, and corresponding controls.

A Risk and Control Matrix (RCM) has been created that will serve as the basis for the 2022 testing program.

The Company engaged a third party to complete an initial Enterprise Risk Assessment.

The Company identified key risks for technology-based organizations and interviewed management team members and the Chair of the Audit Committee.

The Company reviewed responses received, compiled a list of identified risks, and developed heat maps to depict the likelihood, impact, and preparedness of the Company to respond to the

identified risks.

During 2022, actions plan will be developed to address the risks, a testing plan will be created and executed, and results will be reviewed with management.

Segregation of Duties

Our remediation actions related to improving the controls related to segregation of duties include the following:

The Company has designed and implemented controls to prevent or detect a material misstatement resulting from certain personnel with the ability to create and post journal entries within the Company’s general ledger system.

Management reviews all journal entries initiated and approved to ensure appropriate segregation of duties.

These controls will be performed until automated controls are designed and operating effectively to ensure appropriate segregation of duties.

The Company has designed and implemented controls to ensure appropriate segregation of duties related to account reconciliation preparation and review.

In Q4 2021, the Company engaged a third party to complete an initial Segregation of Duties Assessment.

In 2022, the Company will complete a thorough segregation of duties analysis across all processes and locations, including establishing appropriate authorities and responsibilities.

Non-routine, unusual or complex transactions

Our remediation actions related to improving our controls related to accounting for non-routine, unusual, or complex transactions include the following:

The Company will design and implement controls to timely identify and account for non-routine, unusual or complex transactions, including controls over the preparation and review of accounting memoranda addressing these matters.

The Company will incorporate testing of controls over non-routine, unusual or complex transactions into its overall testing program during 2022.

Since the Merger occurred in August 2021, warrant instruments are accounted for in accordance with the Company’s accounting policy which ensures proper application of GAAP to such transactions.

IT General Controls

Our remediation actions related to improving our IT general controls include the following:

Management designed and maintained testing and approval controls for program development to ensure that the software is aligned with business and IT requirements, which operated for a newly implemented application in 2021.

This includes final approval and testing of the software prior to migration to production.

The Company will design and implement IT general controls, including controls over the review and update of user access rights and privileges and change management.

As of March 2022, the Company has mapped a revised series of IT-related control activities for our Enterprise Resource Planning (ERP) system, with the goal to execute ITGCs over our ERP system, and then design and implement similar controls for the remaining of our financially relevant applications.

While these actions and planned actions are subject to ongoing management evaluation and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period, we are committed to continuous improvement and will continue to diligently review our internal control over financial reporting.

The material weaknesses will not be considered remediated until management completes the design and implementation of the measures described above, until the controls operate for a sufficient period of time, and until management has concluded, through testing, that these controls are effective.

Inherent Limitations on Effectiveness of Controls

Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the

Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.) In light of the restatement of our financial statements included in

this Amendment, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements.

plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting

applications.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act)

during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are taking actions to remediate the material weakness in our internal control over financial reporting.

As described above, there were changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

Our directors and

executive officers are as follows:

Chief Executive Officer, Chairman of the Board of Directors

Jack Pearlstein

Chief Financial Officer and Director

Coleman is our co-founder, Chairman and Chief Executive Officer of

Coleman was the founder, CEO and President of Integrated Data Systems Corporation (IDS), a highly regarded provider of software engineering, computer security and enterprise architecture solutions to the

Intelligence Community and the Department of Defense, which was acquired by ManTech (NASDAQ:

MANT) in February 2003.

Coleman was named President and Chief Operating Officer of Mantech in September 2004 and was elected to its Board of

Directors in March 2006.

Coleman and the private equity firm GTCR founded Six3 Systems, Inc.

in order to create a leading provider of cybersecurity, intelligence, surveillance, and reconnaissance services and technology to the to

the Intelligence Community and the Department of Defense.

Prior to founding IDS, Mr.

Coleman held a variety of senior positions with Raytheon, SAIC and the Office of the White House.

Since January 2019, Mr.

Coleman has served as an

advisory board member of the National Defense Industrial Association, since June 2019 as a Board member of BlackHorse Solutions, Inc., and since March 2014 as a Board member of Lookingglass Cyber Solutions.

Coleman is also a shareholder in

each of BlackHorse Solutions, Inc.

and Lookingglass Cyber Solutions.

Coleman received his Bachelor of Science degree in Computer Science from Clarion University of Pennsylvania.

We believe Mr.

Colemans significant experience in

the defense and intelligence sectors in both private and public companies makes him well qualified to serve as our Chief Executive Officer and Chairman of our board of directors.

Jack Pearlstein is our co-founder, Executive Vice President and Chief Financial Officer, and has served as a

member of our Board of Directors since August 2020.

Pearlstein, has over 25 years of operating experience in the technology sector, including over 10 years of operating experience with companies providing expertise and technology to the

defense and intelligence communities.

Throughout Mr.

Pearlsteins career, he has completed over 40 acquisitions, mergers and divestitures and dozens of complex financing transactions.

From June 2014 through June 2020,

Pearlstein served as Executive Vice President and Chief Financial Officer of Cision, Ltd.

CISN), a leading global provider of software and services to public relations and marketing communications professionals.

From June 2009 to

November 2013, Mr.

Pearlstein was the Chief Financial Officer of Six3 Systems, Inc., a leading provider of cybersecurity, intelligence, surveillance, and reconnaissance services and technology to the DoD and the IC.

From April 2006 to March

Pearlstein served as the Chief Financial Officer of Solera Holdings, Inc.

SLH), a leading global provider of software and services to the automobile insurance claims processing industry.

From September 2001 until its sale to

BAE Systems North America, Inc., the U.S.

subsidiary of BAE Systems plc in October 2004, Mr.

Pearlstein served as the Chief Financial Officer, Treasurer and Secretary of DigitalNet Holdings, Inc., (NASDAQ:

DNET) a leading provider of technology

services and software to the U.S.

government defense, intelligence, and civilian agencies.

From September 2000 until July 2001, Mr.

Pearlstein served as Chief Financial Officer of Commerce One, Inc.s (NASDAQ:

CMRC) Global Services

division, which he joined in September 2000 when Commerce One, Inc.

acquired AppNet, Inc.

APNT), a leading provider of technology-based professional services and solutions.

Pearlstein served as AppNets Senior Vice President

from July 1998 through May 1999, and as AppNets Chief Financial Officer from May 1999 through September 2000.

Pearlstein received his Bachelor of Science degree in Accounting from New York University and his Masters of Business

Administration in Finance, from The George Washington University.

We believe Mr.

Pearlsteins significant experience in the defense and intelligence sectors in both private and public companies makes him well qualified to serve as a member

of our board of directors.

Crowell has served on our board of directors since the completion of our initial public offering.

Crowell is a Partner and independent consultant specializing in information technology, security, and intelligence systems.

Until the acquisition by Cisco in June 2007, he was Chairman of Broadware Technologies, Inc., a video surveillance

software company.

Crowell was also a director at the following companies:

ArcSight, Inc., a public security company, which was acquired by HP in 2010;

Narus, Inc., which was acquired by Boeing in 2010;

Six3 Systems, which was acquired by

CACI in 2013, AirPatrol Corporation, wireless network security company acquired by Sysorex in 2014, and Fixmo, Inc., a mobile device security

company acquired by Good Technologies in 2014.

He was also a director at SafeNet, Inc., an encryption, data protection, and authentication solutions company, which was acquired by Gemalto in

Crowell also served as a Director on the SSA board of DRS and the SAP NS2 Proxy board.

Crowell served as President and CEO of Cylink Corporation, a public company and leading provider of

e-business security solutions, from 1998 to 2003, when Cylink was acquired by SafeNet, Inc.

Crowell came to Cylink from the National Security Agency (the NSA), where he held a series of

senior positions in operations, analysis, strategic planning, research and development, and finance.

He served as Deputy Director of Operations at the NSA from 1991 to 1994, running its core signals intelligence mission.

In February 1994 he was

appointed by President Clinton as the Deputy Director of NSA, and served in that post until his retirement in September 1997.

From 1989 to 1990, Crowell served as vice president at Atlantic Aerospace Electronics Corporation (later acquired by Titan

Corp), leading business development in space technology, signal processing, and intelligence systems.

In April 1999, Mr.

Crowell was appointed to the Presidents Export Council (PEC), which advised the administration on trade and export

After 9/11, he served on the Markle Foundation Task Force on National Security in the Information Age, which published three landmark studies on Homeland Security and information sharing.

He has also served on numerous panels to investigate

and improve military command and control, intelligence, and security systems, and served as Chairman of the Director of National Intelligence (DNI) Senior Advisory Group from 2007 to 2014.

He served on the Department of Homeland Security Science and

Technology Advisory Board from 2013 to 2015.

Crowell received his Bachelor of Arts in Government Studies from the Louisiana State University.

We believe that Mr.

Crowells significant experience in the defense and intelligence

sectors in both private and public companies makes him well qualified to serve as a member of our board of directors.

Crumpton has served

on our board of directors since the completion of our initial public offering.

Ambassador Henry A.

Crumpton is the Co-Chairman and Co-CEO of Martin+Crumpton Group (M+CG)

LLC, a strategic international advisory and business development firm.

In 2008 he founded Crumpton Group which in 2020 merged with JPM Advisory.

Since 2019, Ambassador Crumpton has been a partner at AIM13|CVP, a venture capital firm focused on

investing in emerging technologies, especially in the defense, national security and intelligence domains.

Ambassador Crumpton is currently a board member of Allied BioScience and an advisory board member of Stone Canyon Industries.

He previously

served on the advisory boards of The Coca-Cola Company from 2012 to 2014, AECOM, Inc.

from 2009 to 2013, and DC Capital Partners from 2013 to 2016.

He was a director at Argan, Inc.

AGX) from 2008 to 2017.

In 1981, Ambassador Crumpton joined

the CIAs Clandestine Service as an operations officer.

For most of his 24-year career, he operated in the foreign field, including assignments as Chief of Station.

In Washington, D.C., he served at the

FBI as Deputy Chief of the International Terrorism Operations Section from 1998 to 1999.

He was Deputy Chief (Operations) of CIAs Counterterrorism Center from 1999 to 2001.

He also led the CIAs Afghanistan campaign from 2001 to 2002.

was Chief of the CIAs National Resources Division from 2003 to 2005.

From 2005 until 2007, Ambassador Crumpton served as the Coordinator for Counterterrorism at the U.S.

Department of State.

Ambassador Crumpton is the recipient of the

Intelligence Commendation Medal;

the George H.W.

Bush Award for excellence in counterterrorism;

the Sherman Kent Award, in recognition of an outstanding contribution to the literature of intelligence;

the Donovan Award;

and the Distinguished

Intelligence Medal, the CIAs highest award for achievement.

Ambassador Crumpton is a member of the Council on Foreign Relations and the OSS Society.

He also serves on the CIA Officers Memorial Foundation board.

He received a B.A.

Science from the University of New Mexico and a Masters in International Public Policy, with honors, from Johns Hopkins Universitys School of Advanced International Studies.

We believe Ambassador Crumptons significant experience in the

defense and intelligence sectors in various governmental positions makes him well-qualified to serve as a member of our board of directors.

Louie has served on our board of directors since the completion of our initial public offering.

Louie is a Partner at Alsop Louie Partners, an early-stage, risk-oriented technology venture capital firm which he founded in 2006.

Louie was a founder and former CEO of In-Q-Tel, a strategic venture fund created to help enhance national security by connecting the Central Intelligence Agency

intelligence community with venture-backed entrepreneurial companies from 1999 to 2006.

Louie currently serves as Chairman and CEO of Lookingglass Cyber Solutions, Inc.

and has been a board member since 2012.

served as Chairman of Vricon, a joint venture between DigitalGlobe and Saab, AB, which was acquired by Maxar Technologies, Inc.

Louie was recently appointed to the Maxar (NYSE:MAXR) board of directors.

Louie built a career

as a pioneer in the interactive entertainment industry, with accomplishments that include the design and development of the Falcon F-16 flight simulator as well as being the person who licensed Tetris, the

worlds most popular computer game, from its developers in the Soviet Union.

During that career, Mr.

Louie founded and ran a publicly traded company called Spectrum HoloByte from 1986 to 1998 which ultimately was acquired by Hasbro

Following the acquisition, Mr.

Louie served as chief creative officer of Hasbro Interactive and general manager of the Games.com group before becoming CEO of

He also served as a member of the Markle Foundation Task Force on National Security in the Information Age from 2003 to 2017, served as a member of the

Technical Advisory Group for the United States Senate Select Committee on Intelligence from 2008 to 2017, chaired the committee on Persistent Forecasting of Disruptive Technologies for the National Academies from 2009 to 2011, served as a

Commissioner of the National Commission for Review of Research and Development Programs of the United States Intelligence Community from 2011 to 2012, served

as a Board of Visitors from 2015 to 2019.

From 2019-2020, Mr.

Louie served as a Special Advisor to the President of the National Intelligence University and was appointed in 2019 and

currently serves as a Commissioner of the National Security Commission on Artificial Intelligence.

Louie completed the Advanced Management program/International Seniors Management Program at Harvard Business School and received a Bachelor

of Science in Business Administration from San Francisco State University.

We believe Mr.

Louies significant experience in the defense and intelligence sectors in both private and public companies as well as various government positions

makes him well-qualified to serve as a member of our board of directors.

Number and Terms of Office of Officers and Directors

Our board of directors will be divided into three classes, with only one class of directors being elected in each year, and with each class (except for those

directors appointed prior to our first annual meeting of stockholders) serving a three-year term.

In accordance with the NYSE corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year

end following our listing on the NYSE.

The term of office of the first class of directors, consisting of William P.

Crowell, will expire at our first annual meeting of stockholders.

The term of office of the second class of directors, consisting of

Gilman Louie and Henry A.

Crumpton, will expire at our second annual meeting of the stockholders.

The term of office of the third class of directors, consisting of Robert A.

Coleman and Jack Pearlstein will expire at our third annual meeting of

stockholders.

We may not hold an annual meeting of stockholders until after we complete our initial business combination.

Prior to the completion of an

initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares.

In addition, prior to the completion of an initial business combination, holders of a majority of

our founder shares may remove a member of the board of directors for any reason.

Pursuant to an agreement to be entered into concurrently with the

issuance and sale of the securities in this offering, either of our sponsor, upon completion of an initial business combination, will be entitled to nominate individuals for election to our board of directors, as long as each of the sponsor hold any

securities covered by the registration rights agreement.

Our officers are appointed by the board of directors and serve at the discretion of the board of

directors, rather than for specific terms of office.

Our board of directors is authorized to nominate persons to the offices set forth in our certificate of incorporation as it deems appropriate.

Our certificate of incorporation will provide that

our officers may consist of one or more chairman of the board of directors, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors.

Director Independence

NYSE listing standards

require that a majority of our board of directors be independent.

An independent director is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship

which in the opinion of the companys board of directors, would interfere with the directors exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors has determined that William P.

Crowell, Henry A.

Crumpton and Gilman Louie are independent directors as defined in the NYSE listing standards and applicable SEC rules.

Our independent directors will have regularly scheduled meetings at which only independent directors

Executive Officer and Director Compensation

None of our executive officers or directors have received any cash compensation for services rendered to us.

Commencing on the date that our securities are

first listed on the NYSE through the earlier of completion of our initial business combination and our liquidation, we will reimburse our sponsor for office space and administrative support services provided to us in the amount of $10,000 per month.

In addition, our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in

connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our sponsor,

executive officers, directors or their respective affiliates.

Any such payments prior to an initial business combination will be made using funds held outside the trust account.

Other than quarterly audit committee review of such reimbursements, we

do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses

incurred in connection with our activities on our behalf in connection with identifying and completing an initial business combination.

Other than these payments and reimbursements, no compensation of any kind, including finders and consulting

fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.

After the completion of our initial business combination, directors or members of our management team who

remain with us may be paid consulting or management fees from the combined company.

All of these fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our

stockholders in connection with a proposed business combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such

compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation.

Any compensation to be paid to our

executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the completion of our

initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination.

The existence or terms of

any such employment or consulting arrangements to retain their positions with us may influence our managements motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us

after the completion of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements with our executive officers and directors that provide for

benefits upon termination of employment.

Committees of the Board of Directors

Our board of directors has three standing committees:

an audit committee, a compensation committee and a corporate governance and nominating committee.

to phase-in rules and a limited exception, the rules of the NYSE and Rule 10A of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.

Subject to phase-in rules and a limited exception, the rules of the NYSE require that the compensation committee of a listed company be comprised solely of independent directors.

Audit Committee

We have established an audit committee

of the board of directors.

Crowell, Henry A.

Crumpton and Gilman Louie serve as members of our audit committee.

Our board of directors has determined that each of William P.

Crowell, Henry A.

Crumpton and Gilman Louie are independent

under the NYSE listing standards and applicable SEC rules.

Gilman Louie will serve as the chairman of the audit committee.

Each member of the audit committee is financially literate and our board of directors has determined that Gilman Louie

qualifies as an audit committee financial expert as defined in applicable SEC rules.

We have adopted an audit committee charter, which

details the principal functions of the audit committee, including:

assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with

legal and regulatory requirements, (3) our independent registered public accounting firms qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm;

appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

pre-approving all audit and

non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing

pre-approval policies and procedures;

reviewing and discussing with the independent registered public accounting firm all relationships the firm has with us in order to evaluate their continued independence;

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent auditors internal quality-control procedures and (2) any material issues raised by the most recent

internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and

any steps taken to deal with such issues;

meeting to review and discuss our annual audited financial statements and quarterly financial statements with

management and the independent auditor, including reviewing our specific disclosures under Managements Discussion and Analysis of Financial Condition and Results of Operations;

reviewing and approving any related party transaction

required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

reviewing with management, the independent registered public accounting firm, and our legal advisors, as

appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or

accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

We have established a

compensation committee of our board of directors.

The members of our compensation committee are William P.

Crowell, Henry A.

Crumpton and Gilman Louie, and William P.

Crowell is chairman of the compensation committee.

Under the NYSE listing standards and applicable SEC rules, we are required to have a compensation committee composed entirely of independent directors.

board of directors has determined that each of William P.

Crowell, Henry A.

Crumpton and Gilman Louie are independent.

We have adopted a compensation

committee charter, which details the principal functions of the compensation committee, including:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive

officers compensation, evaluating our chief executive officers performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officers based on such evaluation;

reviewing and making recommendations to our board of directors with respect to the compensation, and any

incentive compensation and equity based plans that are subject to board approval of all of our other officers;

reviewing our executive compensation policies and plans;

implementing and administering our incentive compensation equity-based remuneration plans;

assisting management in complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit arrangements

for our officers and employees;

producing a report on executive compensation to be included in our annual proxy statement;

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, other than the payment of customary fees we may elect to make to members of our

board of directors for director service and payment to an affiliate of our Sponsor of $10,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support and reimbursement of expenses, no compensation of

any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the

consummation of an initial business combination.

Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation

arrangements to be entered into in connection with such initial business combination.

The charter provides that the compensation committee may, in its sole discretion, retain or obtain the

advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a

compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by NYSE and the SEC.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or

more executive officers serving on our board of directors.

Corporate Governance and Nominating Committee

We have established a corporate governance and nominating committee of our board of directors.

The members of our corporate governance and nominating committee

are William P.

Crowell, Henry A.

Crumpton and Gilman Louie, and Henry A.

Crumpton is as chairman of the corporate governance and nominating committee.

Under the NYSE listing standards, we are required to have a corporate governance and nominating

committee composed entirely of independent directors.

Our board of directors has determined that each of William P.

Crowell, Henry A.

Crumpton and Gilman Louie are independent.

We have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate

governance committee, including:

identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria

approved by the board, and recommending to the board of directors candidates for nomination for election at the annual meeting of shareholders or to fill vacancies on the board of directors;

developing and recommending to the board of directors and overseeing implementation of our corporate governance

coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual

directors and management in the governance of the Company;

reviewing on a regular basis our overall corporate governance and recommending improvements as and when

The charter provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain

the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firms fees and other retention terms.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in

identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to

represent the best interests of our shareholders.

Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.

Code of Business Conduct and Ethics

We have adopted a

Code of Business Conduct and Ethics applicable to our directors, officers and employees.

We have filed a copy of our Code of Business Conduct and Ethics as an exhibit to our registration statement in connection with the Public Offering.

to review this document by accessing our public filings at the SECs web site at www.sec.gov.

In addition, a copy of the Code of Business Conduct and Ethics and the charters of the committees of our board of directors will be provided without

charge upon request from us in writing at 12020 Sunrise Valley Drive, Suite 100, Reston, Virginia 20191or by telephone at (571) 500-2236.

If we make any amendments to our Code of Business Conduct and Ethics

other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics applicable to our

principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or NYSE rules, we will disclose the nature of such amendment or

waiver on our website.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Companys executive officers, directors, and persons who beneficially own more than ten percent of a

registered class of the Companys equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Companys common stock.

Such officers, directors, and persons are required by SEC regulation

to furnish the Company with copies of all Section 16(a) forms that they file with the SEC.

Based solely on a review of the copies of such forms that

were received by the Company, except for a Form 3 filed on November 16, 2020 for Mr.

Coleman and a Form 3 filed on September 17.

2020 for Six4 Holdings LLC, the Company is not aware of any failures to file reports or report transactions in

a timely manner during the year ended December 31, 2020.

The information required by this item, including information about our Directors, Executive Officers and Audit Committee and Code of Business Conduct and Ethics, is incorporated by reference to the definitive Proxy Statement for our 2022 Annual Meeting of Stockholders, which will be filed with the SEC, no later than 120 days after December 31, 2021.

Executive Compensation

None of our officers or directors have received any cash compensation for services rendered to us.

We will pay our Sponsor $10,000 per month for office space,

utilities, secretarial and administrative support services provided to members of our management team.

In addition, our Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates.

Any such payments prior to an initial business combination will be made from funds held outside the Trust

Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.

Other than these payments and

reimbursements, no compensation of any kind, including finders and consulting fees, will be paid by the Company to our Sponsor, officers and directors, or any of their respective affiliates, prior to completion of our initial business

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid

consulting or management fees from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection

with a proposed business combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at

the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers will be determined, or

recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial

business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination.

The existence or terms of any such employment

or consulting arrangements to retain their positions with us may influence our managements motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the

consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements with our officers and directors that provide for benefits upon

termination of employment.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED

SHAREHOLDER MATTERS.

We have no compensation plans under which equity securities are authorized for issuance.

The following table sets forth information regarding the beneficial ownership of our common stock as of March 29, 2021, by:

each person known by us to be a beneficial owner of more than 5% of our outstanding common stock of, on an as-converted basis;

each of our officers and directors;

all of our officers and directors as a group.

The following table is based on 28,750,000 common stock outstanding as of March 29, 2021, of which

23,000,000 were Class A shares and 5,750,000 were Class B shares.

Unless otherwise indicated, it is believed that all persons named in the table below have sole voting and investment power with respect to all common stock beneficially

owned by them.

Class A Common Stock

Class B Common Stock

Name and Address of

Beneficial Owner

Six4 Holdings, LLC (1)

Soroban Opportunities Master Fund

Entities affiliated with

Millennium (3)

Entities affiliated with Linden (4)

Directors and Executive Officers

Robert Coleman (5)

Jack Pearlstein (6)

All NavSight directors and executive officers as a group (5 individuals)

Less than one percent

Consists of shares of Class B Common Stock held by Six4 Holdings, LLC (the Sponsor).

and JIMI, LLC are the comanaging members of the Sponsor.

Coleman is the sole member and manager of RLM2 LLC and Mr.

Pearlstein is the sole member and manager of JIMI, LLC and each shares voting and dispositive power over the shares

held by the Sponsor.

Based solely on the Schedule 13G filed with the SEC on March 22, 2021, consists of shares of Class A

Common Stock held by Soroban Opportunities Master Fund LP.

Soroban Capital Partners GP LLC is the general partner of Soroban Capital Partners LP, which is an investment adviser to Soroban Opportunities Master Fund LP.

The managing partner of Soroban

Capital Partners GP LLC is Eric W.

The address of Soroban Capital Partners GP LLC, Soroban Capital Partners LP and Soroban Capital GP LLC is 55 West 46th Street, 32nd Floor, New York, NY 10036.

The address of Soroban Opportunities

Master Fund LP is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.

Based solely on the Schedule 13G filed with the SEC on February 4, 2021, consists of (i) 353,272 shares of

Class A Common Stock held by Integrated Core Strategies (US) LLC (ICS US), (ii) 900,000 shares of Class A Common Stock held by Riverview Group LLC (Riverview), and (iii) 550,000 shares of Class A Common Stock

held by ICS Opportunities, Ltd.

(ICS Opportunities).

Millennium International Management LP (Millennium International), Millennium Management LLC (Millennium Management), Millennium Group Management LLC

(Millennium Group) and Israel A.

Englander, each of which share voting and dispositive power with respect to certain of the reported shares shown above.

Millennium International is the investment manager to ICS Opportunities.

Management is the general partner of the managing member of ICS US and Riverview and the general partner of the owner of ICS US and ICS Opportunities.

Millennium Group is the managing member of Millennium Management and the general partner of

Millennium International.

The managing member of the Millennium Group is a trust of which Israel A.

Englander, a United States citizen (Mr.

Englander), currently serves as the sole voting trustee.

The business address of the

individual and entities identified in this footnote is 666 Fifth Avenue, New York, NY 10103.

Based solely on the Schedule 13G filed with the SEC on February 5, 2021, consists of (i) 1,341,716 shares

of Class A Common Stock held by Linden Capital L.P.

(Linden Capital) and (ii) 158,284 shares of Class A Common Stock held by one or more separately managed accounts (Managed Accounts).

Linden GP LLC (Linden

GP) is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own the shares held by Linden Capital.

Linden Advisors LP (Linden Advisors) is the investment manager of Linden Capital and trading

advisor or investment advisor for the Managed Accounts.

Siu Min Wong is the principal owner and controlling person of Linden Advisors and Linden GP.

In such capacities, Linden Advisors and Mr.

Wong may each be deemed to beneficially own the

shares held by each of Linden Capital and the Managed Accounts.

The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda.

The principal business address for each of Linden Advisors, Linden GP,

Wong is 590 Madison Avenue, 15th Floor, New York, NY 10022.

Consists of shares of Class A Common Stock held by the Sponsor identified in footnote (1) above.

LLC and JIMI, LLC are the co-managing members of the Sponsor.

Coleman is the sole member and manager of RLM2 LLC and Mr.

Pearlstein is the sole member and manager of JIMI, LLC and each shares

voting and dispositive power over the shares held by the Sponsor.

Consists of shares of Class A Common Stock held by the Sponsor identified in footnote (1) above.

LLC and JIMI, LLC are the co-managing members of the Sponsor.

Coleman is the sole member and manager of RLM2 LLC and Mr.

Pearlstein is the sole member and manager of JIMI, LLC and each shares

voting and dispositive power over the shares held by the Sponsor.

The table above does not include the shares of common stock

underlying the placement warrants held or to be held by our sponsor because these securities are not exercisable within 60 days of this report.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE.

Founder Shares

2020, the Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs relating to the Public Offering in exchange for 5,750,000 Founder Shares.

In connection with the Business Combination, each of the 5,750,000

Founder Shares will convert on a one-for-one basis into one share of Spire PubCo common stock.

Private Placement Warrants

The Sponsor purchased an

aggregate of 6,600,000 private placement warrants, each exercisable to purchase one share of Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $6,600,000 in the aggregate, in connection with the Public Offering.

private placement warrants are identical to the warrants sold in the Public Offering except that the private placement warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not be redeemable by the Company,

(ii) may not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business

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

In connection with the

Business Combination, each of the 6,600,000 private placement warrants will convert automatically into one warrant to purchase one share of Spire PubCo common stock pursuant to the warrant agreement between the Company and American Stock

Transfer & Trust Company, dated as of September 14, 2020.

Subscription Agreements

Concurrently with the execution of the Transaction Agreement, we entered into subscription agreements with certain institutional and accredited investors (the

PIPE Investors) and with Robert A.

Coleman and Jack Pearlstein, affiliates of the Sponsor (the Sponsor Related PIPE Investor), pursuant to which the PIPE Investors and Sponsor Related PIPE Investor have subscribed for shares

of Spire PubCo common stock (the PIPE Investment).

The Sponsor Related PIPE Investor is expected to fund $10,00,000 of the PIPE Investment, for which it will receive 1,000,000 shares of Spire PubCo common stock.

The PIPE Investment will be consummated substantially concurrently with the closing of the Business Combination.

Administrative Services Agreement

We currently utilize

office space at 12020 Sunrise Valley Drive, Suite 100, Reston, Virginia 20191 from the Sponsor as our executive offices.

Commencing upon consummation of the Public Offering, we pay the Sponsor $10,000 per month for office space, utilities,

secretarial and administrative support services provided to members of our management team.

Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

Related Party Note and Advances

On June 16, 2020,

the Sponsor agreed to loan the Company up to an aggregate amount of $300,000 to be used, in part, for transaction costs incurred in connection with the Public Offering pursuant to an unsecured promissory note.

The promissory note was non-interest bearing and payable on the earlier of December 31, 2020 and the completion of the Public Offering.

The outstanding balance of $119,156 under the promissory note was paid in full in

connection with the closing of the Public Offering.

Our officers and directors are entitled to reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination.

Our audit committee reviews on a quarterly basis all payments that were

made to the Sponsor, our officers, directors or its or their affiliates.

In addition, in order to finance transaction costs in connection with an

intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan the Company funds as may be required on

a non-interest basis.

If we complete the business combination, we would repay such loaned amounts.

In the event that the business combination does not close, we may use a portion of the working

capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into private placement warrants at a price of $1.00 per

warrant at the option of the lender.

Such warrants would be identical to the private placement warrants.

Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

Registration Rights

The holders of the Founder Shares, private placement warrants and the Class A common stock underlying such private placement warrants and private

placement warrants that may be issued upon conversion of working capital loans have registration rights to require us to register a sale of any of our securities held by them pursuant to a registration rights agreement.

The holders of these

securities are entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders have certain piggy-back registration rights with respect to registration statements filed

subsequent to our completion of our initial business combination.

We will bear the expenses incurred in connection with the filing of any such registration statements.

In connection with the Business Combination, the registration rights agreement will be amended and restated.

The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2022 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2021.

Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters

Certain Relationships and Related Transactions, and Director Independence

Principal Accounting Fees and Services

The following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of

our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings.

The aggregate fees billed by Marcum for professional services rendered for

the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from

May 29, 2020 (inception) through December 31, 2020 totaled approximately $74,160.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees .

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the

audit or review of our financial statements and are not reported under Audit Fees. These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting

We did not pay Marcum for consultations concerning financial accounting and reporting standards for the period from May 29, 2020 (inception) through December 31, 2020.

We did not pay Marcum for tax planning and tax advice for the period from May 29, 2020 (inception) through December 31, 2020.

All Other Fees .

We did not pay Marcum for other services for the period from May 29, 2020 (inception) through December 31, 2020.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our Public Offering.

As a result, the audit committee did

not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit

committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be

performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved

by the audit committee prior to the completion of the audit).

Exhibits, Financial Statement Schedules

The following documents are filed as part of this Form 10-K:

Financial Statements:

Report of Independent Registered Public Accounting Firm

Balance Sheet

Statement of Operations

Statement of Changes in Stockholders Equity

Statement of Cash Flows

Notes to Financial Statements

Exhibi ts, Financial Statement Schedules

The following documents are filed as part of this Annual Report on Form 10-K:

(1) Consolidated Financial Statements:

Our consolidated financial statements are listed in the “Index to consolidated financial statements”

under Part II, Item 8 of this Annual Report on Form 10-K.

(2) Financial Statement Schedules:

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference can be inspected

and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C.

Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington,

20549, at prescribed rates or on the SEC website at www.sec.gov.

All financial statement schedules are omitted because the information called for is not required or is shown in the consolidated financial statements or in the notes thereto.

(3) Exhibits:

The documents listed below are incorporated by reference or are filed with this Annual Report on Form 10-K, in each case as indicated below.

Exhibit Index

Business Combination Agreement, dated as of February

28, 2021, by and among the Company, NavSight Merger Sub Inc.

and Spire Global, Inc.

Certificate of Incorporation (2)

Form of Amended and Restated Certificate of Incorporation (2)

Form of Amended and Restated Bylaws (2)

Specimen Unit Certificate (2)

Specimen Class A Common Stock Certificate (2)

Specimen Warrant Certificate (2)

Warrant Agreement, dated September 9.

2020, between American Stock Transfer & Trust Company, LLC and the Company

Incorporated by Reference

Business Combination Agreement, dated as of February 28, 2021, by and among the registrant, NavSight Merger Sub Inc., Spire Global Subsidiary, Inc., Peter Platzer, Theresa Condor, Joel Spark, and Jeroen Cappaert.

July 16, 2021

Arrangement Agreement and Plan of Arrangement, dated as of September 13, 2021, by and among the registrant, exactEarth Ltd.

and Spire Global Canada Acquisition Corp., as amended October 15, 2021.

November 10, 2021

Certificate of Incorporation of Spire Global, Inc.

September 23, 2021

Bylaws of Spire Global, Inc.

September 23, 2021

Specimen Class A Common Stock Share Certificate of the registrant.

August 20, 2021

Warrant Agreement, dated as of September 9, 2020, by and between American Stock Transfer & Trust Company, LLC and the registrant.

August 5, 2020

Description of Securities.

Registration Rights Agreement, dated September 9, 2020, among the Company and certain security holders.

Indemnity Agreement, dated September 9.

2020, between the Company and Robert Coleman (1)

Indemnity Agreement, dated September 9.

2020, between the Company and Jack Pearlstein (1)

Indemnity Agreement, dated September 9.

2020, between the Company and Gilman Louie (1)

Indemnity Agreement, dated September 9.

2020, between the Company and William Crowell (1)

Indemnity Agreement, dated September 9.

2020, between the Company and Henry Crumpton (1)

Securities Subscription Agreement, dated June 16, 2020, between the Company and Six4 Holdings LLC (2)

Letter Agreement, dated September 9, 2020, between the Company and Six4 Holdings LLC (1)

Letter Agreement, dated September 9, 2020, between the Company and Robert Coleman (1)

Letter Agreement, dated September 9, 2020, between the Company and Jack Pearlstein (1)

Letter Agreement, dated September 9, 2020, between the Company and Gilman Louie (1)

Letter Agreement, dated September 9, 2020, between the Company and William Crowell (1)

Letter Agreement, dated September 9, 2020, between the Company and Henry Crumpton (1)

Investment Management Trust Agreement, dated September 9, 2020, between American Stock Transfer

& Trust Company, LLC and the Company (1)

Private Placement Warrants Purchase Agreement, dated September 9, 2020, between the Company and Six4 Holdings LLC

Administrative Services Agreement, dated September 9, 2020, between the Company and an affiliate of Six4 Holdings LLC

Promissory Note, dated June 16, 2020, issued to Six4 Holdings LLC (2)

Form of Voting and Support Agreement (3)

Form of Voting and Non-Redemption Agreement (3)

Investors Rights Agreement, dated as of February

28, 2021, by and among the Company, the Sponsors and the Target Parties (each as defined in the Investors Rights Agreement (3)

Form of Subscription Agreement (3)

Form of Waiver Agreement (3)

Form of Code of Ethics (2)

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,

as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,

as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

March 30, 2022

Spire Global, Inc.

2021 Equity Incentive Plan and forms of agreement thereunder.

September 23, 2021

Spire Global, Inc.

2021 Employee Stock Purchase Plan.

September 23, 2021

Loan and Security Agreement by and among Spire, certain lenders party thereto, FP Credit Partners, L.

P., as agent for the lenders, and certain of Spire’s subsidiaries as guarantors, dated as of April 15, 2021, with Amendment No.

1 dated as of May 17, 2021 and Amendment No.

2 dated as of August 5, 2021.

September 23, 2021

Outside Director Compensation Policy of Spire Global, Inc., as amended November 9, 2021, and election forms thereunder.

November 10, 2021

Investor Rights Agreement, dated as of February 28, 2021, by and among the registrant, Six4 Holdings, LLC, Gilman Louie, Henry Crumpton, Jack Pearlstein, Robert Coleman, William Crowell, Peter Platzer, Theresa Condor, William Porteous and Stephen Messer.

July 16, 2021

Long Term Employment Contract, dated as of January 1, 2022, by and between Spire Global Luxembourg Sàrl and Peter Platzer.

March 30.2022

Expatriation Letter, dated as of December 12, 2017, by and between Spire Global, Inc.

and Peter Platzer.

July 16, 2021

Tax Equalization Policy, dated as of December 12, 2017, by and between Spire Global, Inc.

and Peter Platzer.

July 16, 2021

Form of Offer Letter by and between Spire Global, Inc.

and each of Thomas Krywe and Ananda Martin.

July 16, 2021

Offer Letter, dated as of July 19, 2017, by and between Spire Global, Inc.

and Keith Johnson.

July 16, 2021

Long Term Employment Contract, dated as of January 1, 2018, by and between Spire Global Luxembourg Sàrl and Theresa Condor.

July 16, 2021

Form of Spire Global, Inc.

2021 Commission Plan.

July 16, 2021

Form of Spire Global, Inc.

2021 Salary Adjustment and Annual Performance Bonus.

July 16, 2021

Form of Change in Control and Severance Agreement of Spire Global, Inc.

July 16, 2021

Contribution Agreement by and between Her Majesty the Queen in Right of Canada and exactEarth Ltd.

dated as of October 18, 2018, with Amendment No.

1 dated as of November 22, 2021.

March 30, 2022

Subsidiaries of Registrant.

March 30, 2022

Consent of PricewaterhouseCoopers LLP.

Power of Attorney (included on signature page).

March 30, 2022

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.

Incorporated by reference to the Companys Current Report on Form

8-K, filed with the Commission on September 18, 2020 reporting for September 14, 2020.

Incorporated by reference to the Companys Amendment No.

S-1, filed with the Commission on September 8, 2020.

Incorporated by reference to the Companys Current Report on Form

8-K, filed with the Commission on March 1, 2021

Incorporated by reference to the Companys 10-K, filed with the Commission on March 29, 2021

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this

report to be signed on its behalf by the undersigned, thereunto duly authorized.

NAVSIGHT HOLDINGS, INC.

/s/ Robert A.

The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, formatted in Inline XBRL:

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders’

Deficit, (v) Consolidated Statements of Cash Flows, and (vi) Notes to consolidated financial statements.

Cover Page Interactive Data File (contained in Exhibit 101)

+ Indicates management contract or compensatory plan.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized .

Spire Global, Inc.

November 7, 2022

/s/ Peter Platzer

Peter Platzer

Chief Executive Officer and Director

POWER OF ATTORNEY

The undersigned of Navsight Holdings, Inc.

hereby constitute and appoint each of Robert A.

Coleman and Jack Pearlstein, with the power to act

without the others and with full power of substitution and resubstitution, our hue and lawful attorney-in-fact and agent with full power to execute in our name

and behalf in the capacities indicated below any and all amendments to this report and to file the same, with all exhibits and other documents relating thereto and hereby ratify and confirm all that such attorney-in-fact, or such attorney-in-facts substitute, may lawfully do or cause to be done by

virtue hereof.

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the

following persons in the capacities and on the dates indicated below.

/s/ Robert A.

Chief Executive Officer and Chairman of the Board of Directors

/s/ Jack Pearlstein

Chief Financial Officer and Director

Jack Pearlstein

(Principal Executive Officer and Principal Financial and Accounting Officer)

/s/ William P.

/s/ Gilman Louie

NAVSIGHT HOLDINGS, INC.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Financial Statements:

Balance Sheet

Statement of Operations

Statement of Changes in Stockholders Equity

Statement of Cash Flows

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of

Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Navsight Holdings, Inc.

(the Company) as of December 31, 2020, the related

statements of operations, changes in stockholders equity and cash flows for the period from May 29, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the period from May 29, 2020

(inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Paragraph Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a

going concern.

As more fully described in Note 1 to the financial statements, the Companys business plan is dependent on the completion of a business combination and the Companys cash and working capital as of December 31, 2020 are

not sufficient to complete its planned activities.

These conditions raise substantial doubt about the Companys ability to continue as a going concern.

Managements plans in regard to these matters are also described in Note 1.

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Restatement of 2020 Financial

As discussed in Note 2 to the financial statements, the accompanying financial statements as of December 31, 2020 and for

the period from May 29, 2020 (inception) through December 31, 2020 have been restated.

Basis for Opinion

These financial statements are the responsibility of the Companys management.

Our responsibility is to express an opinion on the

Companys financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the PCAOB) and are required to be independent with respect to the

Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement

of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our

/ S / Marcum LLP

We have served as the Companys auditor since 2020 .

March 29, 2021, except for the effects of the

restatement discussed in Notes 2 and 10 as to which the date is May 12, 2021

NAVSIGHT HOLDINGS, INC.

BALANCE SHEET

DECEMBER 31, 2020 (As Restated)

Current Assets

Prepaid expenses and other current assets

Total Current Assets

Marketable securities held in Trust Account

LIABILITIES AND STOCKHOLDERS EQUITY

Current Liabilities

Accounts payable and accrued expenses

Accrued offering costs

Total Current Liabilities

Deferred underwriting fee payable

Warrant liability

Total Liabilities

Class A common stock subject to possible redemption 19,416,841 shares at redemption

Stockholders Equity

Preferred stock, $0.0001 par value;

1,000,000 shares authorized;

no shares issued and

Class A common stock, $0.0001 par value;

100,000,000 shares authorized;

3,583,159 issued and

outstanding (excluding 19,416,841 shares subject to possible redemption)

Class B common stock, $0.0001 par value;

10,000,000 shares authorized;

5,750,000 shares

issued and outstanding

Additional paid-in capital

Accumulated deficit

Total Stockholders Equity

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

The accompanying notes are an integral part of the financial statements.

NAVSIGHT HOLDINGS, INC.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM MAY 29, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020 (As Restated)

Formation and operating costs

Loss from operations

Other income:

Interest earned on marketable securities held in Trust Account

Change in fair value of warrant liability

Transaction costs attributable to warrants

Other income (loss), net

Loss before provision for income taxes

Basic and diluted weighted average shares outstanding, Class A Common stock subject to

possible redemption

Basic and diluted net loss per share, Class A Common stock subject to possible

Basic and diluted weighted average shares outstanding, Class A and B Non-redeemable common stock

Basic and diluted net loss per share, Class A and B

Non-redeemable common stock

The accompanying notes are an integral part of the financial statements.

NAVSIGHT HOLDINGS, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY

FOR THE PERIOD FROM MAY 29, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020 (As Restated)

Class A Common Stock

Class B Common Stock

Stockholders

Balance May 29, 2020 (Inception)

Issuance of Class B common stock

Sale of 23,000,000 Units, net of underwriting discounts

Excess of purchase price paid over fair value of private placement warrants

Class A common stock subject to possible redemption

Change in value of common stock subject to redemption

Balance December 31, 2020

The accompanying notes are an integral part of the financial statements.

NAVSIGHT HOLDINGS, INC.

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM MAY 29, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020 (AS RESTATED)

Cash Flows from Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account

Change in fair value of Warrants

Transaction costs attributable to Warrants

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Net cash used in operating activities

Cash Flows from Investing Activities:

Investment of cash in Trust Account

Net cash used in investing activities

Cash Flows from Financing Activities:

Proceeds from issuance of Class B common stock to Sponsor

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placement Warrants

Proceeds from promissory note related party

Repayment of promissory note related party

Payment of offering costs

Net cash provided by financing activities

Net Change in Cash

Cash Beginning of period

Cash End of period

Non-Cash investing and financing

Initial classification of Class A common stock subject to possible redemption

Initial measurement of warrants issued in connection with initial public offering accounted for as

Change in value of Class A common stock subject to possible redemption

Deferred underwriting fee payable

Offering costs included in accrued offering costs

The accompanying notes are an integral part of the financial statements.

NAVSIGHT HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NavSight Holdings, Inc.

(the Company) was incorporated in Delaware on

May 29, 2020.

The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the Business

Combination).

Although the Company is not limited to a particular industry or geographic region for purposes of consummating a

Business Combination, the Company intends to focus on businesses that provide expertise and technology to U.S.

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

The Company is an early stage and emerging

growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

Company has one subsidiary, NavSight Merger Sub Inc., a direct wholly owned subsidiary of the Company incorporated in Delaware on February 22, 2021 (Merger Sub ) (see Note 11).

As of December 31, 2020, the Company had not commenced any operations.

All activity for the period from May 29, 2020 (inception)

through December 31, 2020 relates to the Companys formation, the initial public offering (Initial Public Offering), which is described below, identifying a target company for a Business Combination and activities in connection

with the proposed acquisition of Spire Global, Inc., a Delaware corporation (Spire) (see Note 11).

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Companys Initial Public Offering was declared effective on September 9, 2020.

September 14, 2020, the Company consummated the Initial Public Offering of 23,000,000 units (the Units and, with respect to the shares of Class A common stock included in the Units sold, the Public Shares), which

includes the full exercise by the underwriter of the over-allotment option to purchase an additional 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000, which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,600,000 warrants (each, a Private

Placement Warrant and, collectively, the Private Placement Warrants) at a price of $1.00 per Private Placement Warrant in a private placement to Six4 Holdings, LLC (the Sponsor), generating gross proceeds of $6,600,000,

which is described in Note 5.

Transaction costs amounted to $13,056,945, consisting of $4,600,000 of underwriting fees, $8,050,000 of

deferred underwriting fees and $406,945 of other offering costs.

Total transaction costs were allocated to a component of equity and a component of the public company warrant liability (see Note 2) based on an allocated proceeds model.

allocated to the warrant liability component and immediately expensed.

Following the closing of the Initial Public Offering on

September 14, 2020, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and a portion of the net proceeds of the sale of the Private Placement Warrants was placed in a trust

account (the Trust Account) located in the United States and held as cash or invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the

Investment Company Act), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of

Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust

Account, as described below.

The Companys management has broad discretion with respect to the specific application of the net

proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

There is no assurance that the

Company will be able to complete a Business Combination successfully.

The Companys initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust

Account (excluding taxes payable on interest income earned from the Trust Account and the deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination.

The Company will only complete a Business

Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment

company under the Investment Company Act.

NAVSIGHT HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

The Company will provide its holders of the outstanding Public Shares (the public

stockholders) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or

(ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The public stockholders will be

entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the

Company to pay its tax obligations).

The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will

pay to the underwriter (as discussed in Note 7).

There will be no redemption rights upon the completion of a Business Combination with respect to the Companys warrants.

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a

Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination.

If a stockholder vote is not required by law or stock exchange requirements and the Company does not

decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the Amended and Restated Certificate of Incorporation), conduct the redemptions

pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission (SEC) and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder approval of the transaction is

required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer

If the Company seeks stockholder approval in connection with a Business Combination, the Companys Sponsor has agreed to vote their Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial

Public Offering in favor of approving a Business Combination.

Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to

the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a

group (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange Act)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public

Shares, without the prior consent of the Company.

The Sponsor has agreed (i) to waive its redemption rights with respect to its

Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (ii) not to propose an amendment to the Companys Amended and Restated Certificate of Incorporation that would affect the substance

or timing of the Companys obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares in conjunction

with any such amendment.

The Company will have until September 14, 2022 to consummate a Business Combination (the Combination

If the Company is unable to complete a Business Combination within the Combination Period, the Company 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 and not previously released to the Company to pay taxes (less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public

stockholders rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of

the Companys remaining stockholders and the Companys board of directors, dissolve and liquidate, subject in each case to the Companys obligations under Delaware law to provide for claims of creditors and the requirements of other

applicable law.

There will be no redemption rights or liquidating distributions with respect to the Companys warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to the Founder Shares if the

Company fails to complete a Business Combination within the Combination Period.

However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust

Account if the Company fails to complete a Business Combination within the Combination Period.

The underwriter has agreed to waive its rights to the deferred underwriting commission (see Note 7) held in the Trust Account in

NAVSIGHT HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that

will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the

extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to

below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the

interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Companys indemnity of the underwriter

of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the Securities Act).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a

third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by

endeavoring to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Companys waiving any right, title,

interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Going Concern

As of December 31, 2020, the Company had $1,323,425 in its operating bank accounts, $230,007,324 in securities held in the Trust Account

to be used for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital of $695,718, which excludes franchise and income taxes payable as such amounts can be paid from the interest earned in the

Trust Account.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for

identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the

Business Combination.

The Company will need to raise additional capital through loans or additional investments from its Sponsor,

stockholders, officers, directors, or third parties.

The Companys officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole

discretion, to meet the Companys working capital needs.

Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve

liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be

available to it on commercially acceptable terms, if at all.

These conditions raise substantial doubt about the Companys ability to continue as a going concern through one year and one day from the date of issuance of these financial

These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is

reasonably possible that the virus could have a negative effect on the Companys financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NAVSIGHT HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

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 Companys financial statements for the period ended December 31, 2020, the Companys

management further evaluated the warrants under Accounting Standards Codification (ASC) Subtopic 815-40, Contracts in Entitys 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 issuers common stock.

Under ASC Section 815-40-15, a warrant is not indexed to the

issuers 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 managements evaluation, the Companys

audit committee, in consultation with management and after discussion with the Companys independent registered public accounting firm, concluded that the Companys Private Placement Warrants are not indexed to the Companys 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 managements evaluation, the Companys audit committee, in consultation with management and

after discussion with the Companys 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 Companys operating results for the current period.

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

NAVSIGHT HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

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

Balance Sheet as of September 14, 2020 (Audited)

Warrant liabilities

Total liabilities

Class A common stock subject to possible redemption

Class A common stock

Additional paid-in capital

Accumulated deficit

Balance Sheet as of September 30, 2020 (Unaudited)

Warrant liabilities

Total liabilities

Class A common stock subject to possible redemption

Class A common stock

Additional paid-in capital

Accumulated deficit

Total stockholders equity

Balance Sheet as of December 31, 2020 (Audited)

Warrant liabilities

Total liabilities

Class A common stock subject to possible redemption

Class A common stock

Additional paid-in capital

Accumulated deficit

Total stockholders equity

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

Change in fair value of Warrants

Transaction costs attributable to Warrants

Other income (expense), net

Basic and diluted weighted average shares outstanding, Class A common stock subject to

possible redemption

Basic and diluted weighted average shares outstanding,

Non-redeemable common stock

Basic and diluted net loss per share, Non-redeemable

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

Change in fair value of Warrants

Transaction costs attributable to Warrants

Other income (expense), net

Basic and diluted weighted average shares outstanding, Class A common stock subject to

possible redemption

Basic and diluted weighted average shares outstanding,

Non-redeemable common stock

Basic and diluted net loss per share, Non-redeemable

Statement of Cash Flows for the Period From May 29, 2020 (Inception) through September 30,

Cash Flows from Operating Activities

Adjustments to reconcile net loss to net cash used in operating activities:

Change in fair value of warrant liabilities

Transaction costs attributable to Warrants

Non-Cash investing and financing activities:

Initial classification of Class A common stock subject to possible redemption

Initial measurement of warrants issued in connection with the Initial Public Offering accounted

for as liabilities

Additional non-cash activity:

Change in value of Class A common stock subject to redemption

Statement of Cash Flows for the Period From May 29, 2020 (Inception) through

December 31, 2020 (Audited)

Cash Flows from Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Change in fair value of warrant liability

Transaction costs attributable to Warrants

Non-Cash Investing and Financing Activities:

Initial classification of Class A common stock subject to possible redemption

Initial measurement of warrants issued in connection with the Initial Public Offering accounted

for as liabilities

Additional non-cash activity:

Change in value of Class A common stock subject to redemption

NAVSIGHT HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (GAAP) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

Company is an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), and it may take advantage of certain exemptions from

various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, not being required to comply with any requirement that may be adopted by the

Public Company Accounting Oversight Board regarding mandatory audit firm rotation or to provide a supplement to the auditors report providing additional information about the audit and the financial statements and exemptions from the

requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised

financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with

the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth

companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private

companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Companys financial statements with another public

company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation

of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to

exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its

estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of December 31, 2020.

Marketable Securities Held in Trust Account

At December 31, 2020, substantially all of the assets held in the Trust Account were held in money market funds which are invested

primarily in U.S.

Treasury Securities.

Warrant Liability

The Company evaluated the Public Warrants and Private Placement Warrants (collectively, Warrants, which are discussed in Note 4, Note 5, Note 8 and

Note 10) in accordance with ASC 815-40, Derivatives and Hedging Contracts in Entitys Own Equity, and concluded that a provision in the Warrant Agreement related to certain tender or

exchange offers precludes the Warrants from being accounted for as components of equity.

As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Balance Sheet and

measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statement of Operations in the period of change.

NAVSIGHT HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Accounting Standards

Codification (ASC) Topic 480 Distinguishing Liabilities from Equity. Shares of Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value.

Conditionally

redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Companys control) is

classified as temporary equity.

At all other times, common stock is classified as stockholders equity.

The Companys common stock features certain redemption rights that are considered to be outside of the Companys control and

subject to occurrence of uncertain future events.

Accordingly, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders equity section of the Companys

balance sheet.

Components of Equity

IPO, the Company issued Class A common stock and Warrants.

The Company allocated the proceeds received from the issuance using the with-and-without method.

that method, the Company first allocated the proceeds to the Warrants based on their initial fair value measurement of $16,109,000 and then allocated the remaining proceeds, net of underwriting discounts and offering costs of $8,456,945, to the

Class A common stock.

A portion of the 23,000,000 Class A common stock are presented within temporary equity, as certain shares are subject to redemption upon the occurrence of events not solely within the Companys control.

The Company follows

the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the

financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those

temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances are established,

when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a

measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon

examination by taxing authorities.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of

December 31, 2020.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is subject to income tax examinations by major taxing

authorities since inception.

On March 27, 2020, the CARES Act was enacted in response to

COVID-19 pandemic.

Under ASC 740, the effects of changes in tax rates and laws are recognized in the period which the new legislation is enacted.

The CARES Act made various tax law changes including among

other things (i) increasing the limitation under Section 163(j) of the Internal Revenue Code of 1986, as amended (the IRC) for 2019 and 2020 to permit additional expensing of interest (ii) enacting a technical correction

so that qualified improvement property can be immediately expensed under IRC Section 168(k), (iii) making modifications to the federal net operating loss rules including permitting federal net operating losses incurred in 2018, 2019, and 2020

to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and (iv) enhancing the recoverability of alternative minimum tax credits.

Given the Companys full valuation allowance

position and capitalization of all costs, the CARES Act did not have an impact on the financial statements.

Net Loss Per Common Share

Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding

during the period, excluding shares of common stock subject to forfeiture.

The Company has not considered the effect of the warrants sold in the Initial Public Offering and private placement to purchase an aggregate of 18,100,000 shares in the

calculation of diluted loss per share, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

NAVSIGHT HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

The Companys statement of operations includes a presentation of income (loss) per share

for common shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share.

Net income (loss) per common share, basic and diluted, for Class A Common stock

subject to possible redemption is calculated by dividing the proportionate share of income or loss on marketable securities held by the Trust Account, net of applicable franchise and income taxes, by the weighted average number of Common stock

subject to possible redemption outstanding since original issuance.

Net income (loss) per share, basic and diluted, for Class A and

B Common shares not subject to redemption is calculated by dividing the net income (loss), adjusted for income or loss on marketable securities attributable to Common stock subject to possible redemption, by the weighted average number of

Class A and B Common shares not subject to redemption outstanding for the period.

Class A and B Common shares not subject to

redemption includes Founder Shares and non-redeemable shares of common stock as these shares do not have any redemption features.

Non-redeemable common stock

participates in the income or loss on marketable securities based on non-redeemable shares proportionate interest.

The following table reflects the calculation of basic and diluted net income (loss) per common share (in dollars, except per share

For the Period

Class A Common stock subject to possible redemption

Interest earned on marketable securities held in Trust Account

interest available to be withdrawn for payment of taxes

Net income allocable to Class A Common Stock subject to possible redemption

Weighted Average Class A Common stock subject to possible redemption

Basic and diluted net income per share

Class A and B Common stock not subject to redemption

Net Loss minus Net Earnings

Net income allocable to Class A Common stock subject to possible redemption

Non-Redeemable Net Loss

Weighted Average Non-Redeemable Common

Basic and diluted weighted average shares outstanding, Class A and B Common stock not subject

to redemption

Basic and diluted net loss per share, Class A and B Common stock not subject to

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial

institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000.

The Company has not experienced losses on this account.

NAVSIGHT HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

Fair Value of Financial Instruments

The fair value of the Companys assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value

Measurement, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Recent Accounting

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted,

would have a material effect on the Companys financial statements.

PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which includes the full exercise by the underwriter of its option

to purchase an additional 3,000,000 Units, at a purchase price of $10.00 per Unit.

Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (Public

Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8).

PRIVATE PLACEMENT

Simultaneously

with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 6,600,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant for an aggregate purchase price of $6,600,000.

Each Private Placement

Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share.

The proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account.

Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and

the Private Placement Warrants will expire worthless.

There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Private Placement Warrants.

RELATED PARTY TRANSACTIONS

Founder Shares

On June 16, 2020, the Sponsor purchased 5,750,000 shares of the Companys Class B common stock (the Founder

Shares) for an aggregate price of $25,000.

The Founder Shares included an aggregate of up to 750,000 shares subject to forfeiture to the extent that the underwriters over-allotment option was not exercised in full or in part, so that the

Sponsor would own, on an as-converted basis, 20% of the Companys issued and outstanding shares after the Initial Public Offering.

As a result of the underwriters election to fully exercise its

over-allotment option, 750,000 Founder Shares are no longer subject to forfeiture.

The Sponsor has agreed, subject to limited exceptions,

not to transfer, assign or sell any of its Founder Shares until the earlier to occur of:

(A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of

the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading

day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Companys

stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Administrative Support Agreement

The Company entered into an agreement, commencing on September 9, 2020 through the earlier of the Companys consummation

of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, and administrative support services.

For the period from May 29, 2020 (inception) through December 31, 2020, the Company

incurred and paid $40,000 in fees for these services.

NAVSIGHT HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

Promissory Note Related Party

On June 16, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public

Offering pursuant to a promissory note (the Promissory Note).

The Promissory Note was non-interest bearing and payable on the earlier of January 31, 2021 or the completion of the Initial

Public Offering.

On September 16, 2020, the Company paid the outstanding balance due of $119,156 under the Promissory Note.

Related Party

In order to finance transaction costs in connection with a Business Combination, the Sponsor, or the Companys officers

and directors may, but are not obligated to, loan the Company funds as may be required (Working Capital Loans).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the

Trust Account released to the Company.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account

would be used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either

be repaid upon consummation of a Business Combination, without interest, or, at the lenders discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants at a price of $1.00 per warrant at the option of the

The warrants would be identical to the Private Placement Warrants.

Registration Rights

Pursuant to a

registration rights agreement entered into on September 9, 2020, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock

issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights.

The holders of these securities will be entitled to make up to three demands,

excluding short form demands, that the Company register such securities.

In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to the completion of a Business

However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period.

The Company will bear

the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriter is entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate.

The deferred fee will be waived by the

underwriter in the event that the Company does not complete a Business Combination, subject to the terms of the underwriting agreement.

STOCKHOLDERS EQUITY

Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock

with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Companys board of directors.

At December 31, 2020, there were no shares of

preferred stock issued or outstanding.

Class A Common Stock The Company is

authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share.

Holders of Class A common stock are entitled to one vote for each share.

At December 31, 2020, there were 3,853,159 shares of

Class A common stock issued and outstanding, excluding 19,416,841 shares of Class A common stock subject to possible redemption

Class B Common Stock The Company is authorized to issue 10,000,000 shares of Class B

common stock with a par value of $0.0001 per share.

Holders of Class B common stock are entitled to one vote for each share.

At December 31, 2020, there were 5,750,000 shares of Class B common stock issued and outstanding.

Holders of Class B common stock will have the right to elect all of the Companys directors prior to a Business Combination.

of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders except as required by law.

NAVSIGHT HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

The shares of Class B common stock will automatically convert into shares of

Class A common stock on the first business day following the completion of a Business Combination at a ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder shares will equal, in the

aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of the Companys common stock issued and outstanding upon completion of Initial Public Offering, plus

(ii) the sum of (a) all shares of the Companys common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or deemed issued by the Company in connection with or in relation to the

completion of a Business Combination, excluding (1) any shares of Class A common stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in a Business

Combination and any (2) Private Placement Warrants issued to the Sponsor or any of its affiliates upon conversion of Working Capital Loans minus (b) the number of Public Shares redeemed by public stockholders in connection with a Business

Warrants Public Warrants may only be exercised for a whole number of shares.

No fractional warrants

will be issued upon separation of the Units and only whole warrants will trade.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the

closing of the Initial Public Offering.

The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no

obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current,

subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available.

No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock

upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business

Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants.

The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the

warrants in accordance with the provisions of the warrant agreement.

If a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after

the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on

a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption.

In addition, if the Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange

such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on a

cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best

efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of

warrants when the price per share of Class A common stock equals or exceeds $18.00.

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants (except with respect to the

Private Placement Warrants):

in whole and not in part;

at a price of $0.01 per warrant;

upon not less than 30 days prior written notice of redemption to each warrant holder;

if, and only if, the reported last reported sale price of the Class A common stock for any 20 trading days

within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders (the Reference Value) equals or exceeds $18.00 per share (as

adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).

NAVSIGHT HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

If and when the warrants become redeemable by the Company, the Company may exercise its

redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per share of Class A common stock equals or exceeds

Once the Public Warrants become exercisable, the Company may redeem the Public Warrants:

in whole and not in part;

at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that holders

will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Class A common stock;

if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted);

if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be

concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the

Public Warrants to do so on a cashless basis, as described in the warrant agreement.

The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances

including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation.

However, except as described below, the warrants will not be adjusted for issuances of Class A common stock at a price below its exercise

Additionally, in no event will the Company be required to net cash settle the warrants.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account,

holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Companys assets held outside of the Trust Account with the respect to such warrants.

Accordingly, the

warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or

equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common stock (with such issue price or effective issue

price to be determined in good faith by the Companys board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as

applicable, prior to such issuance) (the Newly Issued Price), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business

Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Companys Class A common stock during the 20 trading day period starting on the

trading day prior to the day on which the Company consummates a Business Combination (such price, the Market Value) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to

115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price,

and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the

Private Placement Warrants and the Class A common stock issuable upon the exercise of the Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain

limited exceptions.

Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public

NAVSIGHT HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

The Companys net deferred tax assets is as follows:

Deferred tax assets

Start-up Costs

Net operating loss carryforward

Total deferred tax assets

Valuation Allowance

Deferred tax assets, net of allowance

The income tax provision consists of the following:

For the Period

December 31, 2020

State and Local

Change in valuation allowance

Income tax provision

As of December 31, 2020, the Company had $111,305 of U.S.

federal net operating loss carryovers available

to offset future taxable income which have an indefinite life.

In assessing the realization of the deferred tax assets, management

considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in

which temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

For the period

from May 29, 2020 (inception) through December 31, 2020, the change in the valuation allowance was $217,065.

A reconciliation

of the federal income tax rate to the Companys effective tax rate is as follows:

Statutory federal income tax rate

State taxes, net of federal tax benefit

Change in fair value of Warrants (see Note 2)

Transaction costs attributable to Warrants

Valuation allowance

Income tax provision

NAVSIGHT HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

The Company files income tax returns in the U.S.

federal jurisdiction and is subject to

examination by the various taxing authorities.

The Companys tax returns since inception remain open to examination by the taxing authorities.

The Company considers Virginia to be a significant state tax jurisdiction.

FAIR VALUE MEASUREMENTS

Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and

non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Companys financial assets and liabilities reflects managements estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its

assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets

and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in

which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for

similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

following table presents information about the Companys assets that are measured at fair value on a recurring basis at December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine

such fair value:

Marketable securities held in Trust Account (1)

Private Placement Warrants (2)

Public Warrants (2)

The fair value of the marketable securities held in Trust account approximates the carrying amount primarily

due to their short-term nature.

Measured at fair value on a recurring basis.

Derivative Financial Instruments

The Company evaluates its

financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging.

For derivative financial instruments that are

accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheet as current or

non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The Warrants are accounted for as liabilities in

accordance with ASC 815-40 and are presented within warrant liabilities on the Balance Sheet.

The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair

value presented within change in fair value of warrant liabilities in the Statement of Operations.

Initial Measurement

The Company established the initial fair value for the Warrants on September 14, 2020, the date of the Companys Initial Public Offering, using a

Monte Carlo simulation model for the Private Placement Warrants and the Public Warrants.

The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A common stock and one-half of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B common stock, first to the Warrants based on their fair values as determined at initial

measurement, with the remaining proceeds allocated to Class A common stock subject to possible redemption (temporary equity), Class A common stock (permanent equity) and Class B common stock (permanent equity) based on their relative

fair values at the initial measurement date.

The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

NAVSIGHT HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants and Public Warrants

were as follows at initial measurement:

September 14,

2020 (Initial

Risk-free interest rate

Expected term (years)

Expected volatility

Exercise price

Fair value of Units

The Companys use of a Monte Carlo simulation model required the use of subjective assumptions:

The risk-free interest rate assumption was based on the five-year U.S.

Treasury rate, which was commensurate with

the contractual term of the Warrants, which expire on the earlier of (i) five years after the completion of the initial business combination and (ii) upon redemption or liquidation.

An increase in the risk-free interest rate, in isolation,

would result in an increase in the fair value measurement of the warrant liabilities and vice versa.

The expected term was determined to be one year, as the Warrants become exercisable on the later of (i) 30 days

after the completion of a business combination and (ii) 12 months from the Initial Public Offering date.

An increase in the expected term, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice

The expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded

warrants as determined based on the size and proximity of other similar business combinations.

An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa.

The fair value of the Units, which each consist of one share of Class A common stocks and one-half of one Public Warrant, represents the closing price on the measurement date as observed from the ticker NSH.U.

Based on the applied volatility assumption and the expected term to a business combination noted above, the Company determined that the risk-neutral

probability of exceeding the $18.00 redemption value by the start of the exercise period for the Warrants resulted in a nominal difference in value between the Public Warrants and Private Placement Warrants across the valuation dates utilized in the

Monte Carlo simulation model.

Therefore, the resulting valuations for the two classes of Warrants were determined to be equal.

On September 14, 2020, the Private Placement Warrants and Public Warrants were determined to have aggregate values of

$5.9 million and $10.2 million, respectively.

Subsequent Measurement

The Warrants are measured at fair value on a recurring basis.

The subsequent measurement of the Public Warrants as of December 31, 2020 is classified as

Level 1 due to the use of an observable market quote in an active market under the ticker NSH.WS.

As the transfer of Private Placement Warrants to anyone outside of a small group of individuals who are permitted transferees would result in the

Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant, with an insignificant adjustment for

short-term marketability restrictions.

As such, the Private Placement Warrants are classified as Level 2.

NAVSIGHT HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

As of December 31, 2020, the aggregate values of the Private Placement Warrants and Public Warrants were

$8.6 million and $14.7 million, respectively.

The following table presents the changes in the fair value of warrant liabilities:

Private Placement

Warrant Liabilities

Fair value as of May 29, 2020

Initial measurement on September 14, 2020

Change in valuation inputs or other

assumptions (1)(2)

Fair value as of December 31, 2020

Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities

in the Statement of Operations.

Due to the use of quoted prices in an active market (Level 1) and the use of observable inputs for similar

assets or liabilities (Level 2) to measure the fair values of the Public Warrants and Private Placement Warrants, respectively, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $10.2 million during the

period from September 14, 2020 through December 31, 2020.

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial

statements were issued.

Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On February 28, 2021, the Company entered into a Business Combination Agreement (the Transaction Agreement) by and among the

Company, Merger Sub, 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

65.7% 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.

(Principal Executive Officer)

November 7, 2022

/s/ Thomas Krywe

Chief Financial Officer

(Principal Financial and Accounting Officer)

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 9A. Controls and Procedures