What changed in this filing

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2024-03-06 compared with 2023-03-15 · 422 added, 649 removed, 673 unchanged (61% of the section changed)

7 unchanged sentences

We have experienced and will continue to experience fluctuations in our net loss as a result of gains or losses related to revaluing certain asset and current liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded.

For fiscal year 2022 and fiscal year 2021, we had a loss due to changes in foreign currency exchange rates of $0.9 million and $1.9 million, respectively.

For fiscal year 2023, we had a gain due to changes in foreign currency exchange rates of $1.5 million and for fiscal year 2022, we had a loss due to changes in foreign currency exchange rates of $0.9 million.

A hypothetical 10% strengthening or weakening of the U.S.

12 unchanged sentences

Inflationary factors, such as increases in component parts, labor and other overhead expenses, could impair our operating results.

Although there has been a significant increase in inflation in the recent period, it has not had a substantial impact on our results of operations for fiscal years 2022 or 2021.

Although there has been a significant increase in inflation in recent years, it has not had a substantial impact on our results of operations for fiscal years 2023 or 2022.

However, a higher rate of inflation in the future may have a negative impact on our operational and capital expenditures, which we may not be able to pass along as cost increases to our customers.

6 unchanged sentences

Consolidated Statements of Comprehensive Loss for the years ended December 31, 2023 and 2022

Consolidated Statements of Changes in Stockholders’

Equity (Deficit) for the years ended December 31, 2022 and 2021

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

4 unchanged sentences

We have audited the accompanying consolidated balance sheets of Spire Global, Inc.

and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, of comprehensive loss, of changes in stockholders' equity (deficit) and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases as of January 1, 2022.

and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, of comprehensive loss, of changes in stockholders' equity and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

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

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We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated 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 reporting.

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March 6, 2024

We have served as the Company’s auditor since 2019.

Spire Global, Inc.

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Marketable securities

Accounts receivable, net (including allowance of $ 395 and $ 339 as of December 31,

2022 and 2021, respectively)

Accounts receivable, net (including allowance of $ 586 and $ 395 as of

December 31, 2023 and 2022, respectively)

Contract assets

6 unchanged sentences

Other long-term assets, including restricted cash

Liabilities and Stockholders’

Liabilities and Stockholders’ Equity

Current liabilities

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Commitments and contingencies (Note 9)

Stockholders’

Stockholders’ equity

Common stock, $ 0.0001 par value, 1,000,000,000 Class A and 15,000,000 Class

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Additional paid-in capital

Accumulated other comprehensive (loss) income

Accumulated other comprehensive loss

Accumulated deficit

Total stockholders’

Total liabilities and stockholders’

Total stockholders’ equity

Total liabilities and stockholders’ equity

(1) The issued and outstanding shares of the Company's common stock have been retroactively adjusted to reflect the 1-for-8 reverse stock split (Note 1).

The accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

(In thousands, except share and per share amounts)

Year Ended December 31,

Years Ended December 31,

Cost of revenue

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Other expense, net

Total other (expense) income, net

Total other expense, net

Loss before income taxes

2 unchanged sentences

Weighted-average shares used in computing basic and diluted net loss per share (1)

(1) The shares of the Company's common stock and the per share amounts have been retroactively adjusted to reflect the 1-for-8 reverse stock split (Note 1).

The accompanying notes are an integral part of these consolidated financial statements.

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(In thousands)

Year Ended December 31,

Years Ended December 31,

Other comprehensive gain (loss):

Foreign currency translation adjustments

Net unrealized loss on investments

Net unrealized gain (loss) on investments

Comprehensive loss

1 unchanged sentence

Spire Global, Inc.

Consolidated Statements of Changes in Stockholders’

Equity (Deficit)

Consolidated Statements of Changes in Stockholders’ Equity

(In thousands, except share amounts)

Preferred Stock

Comprehensive

Stockholders'

Income (Loss)

Equity (Deficit)

Balance, December 31, 2021

Exercise of stock

Stock compensation

Issuance of common

stock relating to

the acquisition

Partners, L.P.

Conversion of

upon the reverse

recapitalization,

net of issuance

Contingent earnout

liability recognized

upon the closing of

recapitalization

Foreign currency

Exercise of stock options

Release of Restricted Stock Units

Issuance of common stock under

Employee Stock Purchase Plan

Stock compensation expense

Conversion of warrants to common stock

Foreign currency translation

Net unrealized loss on

investments (net of tax)

Balance, December 31, 2022

Exercise of stock

Release of Restricted

Issuance of common

stock under Employee

Stock Purchase Plan

Stock compensation

Conversion of

Foreign currency

Net unrealized loss

on investments

Exercise of stock options

Release of Restricted Stock Units

and Performance Stock Units

Issuance of common stock under

Employee Stock Purchase Plan

Stock compensation expense

Issuance of common stock under the

Equity Distribution Agreement, net

Conversion of warrants to common stock

Redemption of fractional shares due to

reverse stock split

Foreign currency translation

Net unrealized gain on

investments (net of tax)

Balance, December 31, 2023

(1) The shares of the Company’s common and convertible preferred stock, prior to the Merger (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 1.7058 established in the Merger.

(1) The shares of the Company's common stock have been retroactively adjusted to reflect the 1-for-8 reverse stock split (Note 1) .

The accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

(In thousands)

Year Ended December 31,

Years Ended December 31,

Cash flows from operating activities

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Amortization of operating lease right-of-use assets

Accretion on carrying value of convertible notes

Amortization of debt issuance costs

Change in fair value of warrant liability

Change in fair value of warrant liabilities

Change in fair value of contingent earnout liability

Deferred income tax liabilities

Loss on impairment of assets and decommissioned satellites

Loss on decommissioned satellites and impairment of assets

Loss on extinguishment of debt

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Purchase of property and equipment

Investment in intangible assets

Payments made in connection with business acquisition, net

Net cash used in investing activities

Cash flows from financing activities

Proceeds from reverse recapitalization and PIPE financing

Payments of transaction costs related to reverse recapitalization

Proceeds from long-term debt

Proceeds from issuance of common stock under the Equity Distribution Agreement, net

Payments on long-term debt

Proceeds from issuance of convertible notes payable

Payments on redemption of warrants

Payments of debt issuance costs

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Net cash provided by financing activities

Effect of foreign currency translation on cash, cash equivalent and restricted cash

Net (decrease) increase in cash, cash equivalents and restricted cash

Effect of foreign currency translation on cash, cash equivalents and restricted cash

Net decrease in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash

Beginning of year

Beginning balance

Ending balance

Supplemental disclosure of cash flow information

1 unchanged sentence

Income taxes paid

Noncash investing and financing activities

Conversion of Series A, B and C preferred stock into common stock upon the reverse recapitalization

Contingent earnout liability recognized upon the closing of the reverse recapitalization

Conversion of convertible notes to common stock upon the reverse recapitalization

Public and private warrants acquired as part of the Merger

Issuance of shares to FP Credit Partners, L.P.

("FP") (Note 8)

Issuance of shares in the acquisition

Conversion of warrants to Class A common stock

Exercise of Series C preferred stock warrants

Noncash operating, investing and financing activities

Property and equipment purchased but not yet paid

Right-of-use assets obtained in exchange for lease liabilities

Accrued long-term debt issuance costs

Conversion of warrants to Class A common stock

Issuance of stock warrants with long-term debt (Note 8)

6 unchanged sentences

Spire Global, Inc.

(“Spire”

or the “Company”), founded in August 2012, is a global provider of space-based data and analytics that offers its customers unique datasets and insights about earth from the ultimate vantage point.

(“Spire” or the “Company”), founded in August 2012, is a global provider of space-based data and analytics that offers its customers unique datasets and insights about earth from the ultimate vantage point.

The Company collects this space-based data through its proprietary constellation of multi-purpose nanosatellites.

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Maritime, Aviation and Weather.

As a fourth solution, the Company is providing “space-as-a-service”

through its Space Services solution.

The Company is comprised of Spire Global, Inc.

(United States or U.S.) and its wholly owned subsidiaries Spire Global UK Limited (United Kingdom or U.K.), Spire Global Luxembourg S.a.r.l.

(Luxembourg), Spire Global Singapore Pte.

(Singapore), Spire Global Australia Pty Ltd.

(Australia), and Spire Global Canada Acquisition Corp.

Spire Global Canada Acquisition Corp.

is the sole owner of exactEarth Ltd.

(Canada) ("exactEarth"), which in turn is the sole owner of exactEarth Europe Ltd.

(England and Wales).

The Company currently operates offices in nine locations:

San Francisco (U.S.), Boulder (U.S.), Vienna (U.S.), Glasgow (U.K.), Oxfordshire (U.K.), Luxembourg, Cambridge (U.K.), Ontario (Canada), and Singapore.

On August 16, 2021 (the “Closing Date”), Spire Global Subsidiary, Inc.

(formerly known as Spire Global, Inc.) (“Legacy Spire”) closed its previously announced merger with NavSight Holdings, Inc.

(“NavSight”), a special purpose acquisition company, pursuant to the terms of the Business Combination Agreement, dated as of February 28, 2021, by and among Spire, NavSight, NavSight Merger Sub, Inc., a wholly owned subsidiary of NavSight (“NavSight Merger Sub”), and Peter Platzer, Theresa Condor, Jeroen Cappaert, and Joel Spark (collectively, the “Legacy Spire Founders,”

and such agreement, the “Merger Agreement”).

As a result, NavSight Merger Sub merged with and into Legacy Spire, the separate corporate existence of NavSight Merger Sub ceased, and Legacy Spire continued as the surviving corporation and a wholly owned subsidiary of NavSight (the “Merger,”

and such consummation, the “Closing”).

As a fourth solution, the Company is providing “space-as-a-service” through its Space Services solution.

The Company is headquartered in Vienna, Virginia and has several wholly owned operating subsidiaries in the United States, United Kingdom, Luxembourg, Singapore, Australia, Germany, and Canada.

On August 16, 2021, Spire Global Subsidiary, Inc.

(formerly known as Spire Global, Inc.) (“Legacy Spire”) closed its previously announced merger with NavSight Holdings, Inc.

(“NavSight”), a special purpose acquisition company.

As a result, Legacy Spire continued as the surviving corporation and a wholly owned subsidiary of NavSight (the “Merger,” and such consummation, the “Closing”).

NavSight then changed its name to Spire Global, Inc.

(together with its consolidated subsidiary, “New Spire”

or “Spire”) and Legacy Spire changed its name to Spire Global Subsidiary, Inc.

In November 2021, the Company acquired exactEarth, a leading provider of global maritime vessel data for ship tracking and maritime situational awareness solutions in Canada, for a combination of cash and Spire stock (the "Acquisition").

The Acquisition was accounted for as a business combination.

On September 14, 2022, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Canaccord Genuity LLC, as sales agent (the “Agent”

or “Canaccord”).

and Legacy Spire changed its name to Spire Global Subsidiary, Inc.

On September 14, 2022, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Canaccord Genuity LLC, as sales agent (the “Agent”).

In accordance with the terms of the Equity Distribution Agreement, the Company may offer and sell its Class A common stock, having an aggregate offering price of up to $ 85,000 from time to time through the Agent pursuant to a registration statement on Form S-3, which became effective on September 26, 2022.

There had been no sales under the Equity Distribution Agreement as of December 31, 2022.

Under the Equity Distribution Agreement, the Company sold 2,166,389 shares of its Class A common stock during the year ended December 31, 2023 for gross proceeds of $ 8,235 .

On March 24, 2023, the Company, was notified by the New York Stock Exchange (“NYSE”) that the Company was not in compliance with Rule 802.01C of the NYSE’s Listed Company Manual (“Rule 802.01C”) relating to the minimum average closing price of the Company’s Class A common stock, par value of $ 0.0001 per share, required over a consecutive 30 trading-day period.

On August 31, 2023, the Company effected a reverse stock split at a ratio of 1-for-8 (the “Reverse Stock Split”) of its common stock.

In connection with the Reverse Stock Split, every eight shares of the Company’s Class A and Class B common stock issued and outstanding as of the effective date were automatically combined into one share of Class A or Class B common stock, as applicable.

On September 25, 2023, the Company received formal notice from the NYSE that the Company had regained compliance with Rule 802.01C.

The par value of the common stock remains $ 0.001 per share after the Reverse Stock Split.

All share and per share information has been retroactively adjusted to reflect the impact of the Reverse Stock Split for all periods presented.

Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and regulations of the U.S.

Securities and Exchange Commission (the "SEC").

The Company’s consolidated financial statements include the accounts of Spire Global, Inc.

and its wholly owned subsidiaries.

All significant intercompany accounts and transactions have been eliminated in consolidation.

The consolidated financial statements for the years ended December 31, 2022 and 2021 include the accounts of Spire Global, Inc.

former NavSight) and its wholly-owned subsidiary, Legacy Spire, following the reverse recapitalization as further discussed in Note 3 “Reverse Recapitalization.”

For periods prior to the Merger, the reported share and per share amounts have been retroactively converted by applying the Exchange Ratio (as defined in Note 3) with the exception of authorized shares.

Issued and outstanding shares and warrants as disclosed herein have been adjusted to reflect the Exchange Ratio.

Reverse Stock Split

Reported share amounts, including issued and outstanding shares, per share amounts, and reported issued and outstanding warrants and other securities convertible into common stock in these consolidated financial statements and accompanying notes have been retroactively adjusted for the Reverse Stock Split by applying the Reverse Stock Split ratio.

The number of authorized shares of common stock was not impacted by the Reverse Stock Split, and therefore has not been retroactively adjusted.

Liquidity Risks and Uncertainties

Since inception, the Company has been engaged in developing its product offerings, raising capital, and recruiting personnel.

The Company’s operating plan may change as a result of many factors currently unknown and there can be no assurance that the current operating plan will be achieved in the time frame anticipated by the Company, and it may need to seek additional funds sooner than planned.

If adequate funds are not available to the Company on a timely basis, it may be required to delay, limit, reduce, or terminate certain commercial efforts, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of the Company’s stockholders.

The Company has a history of operating losses and negative cash flows from operations since inception.

During the year ended December 31, 2022, net loss was $ 89,411 and cash used in operations was $ 47,820 .

In August 2021, the Company received net proceeds of approximately $ 236,632 from Private Investment in Public Equity (“PIPE”) investors (the “PIPE Investors”) and the Merger.

The Company held cash and cash equivalents of $ 47,196 , excluding restricted cash of $ 373 , and investment in marketable securities of $ 23,084 as of December 31, 2022.

The Company believes that it will have sufficient working capital to operate for a period of at least one year from the issuance of the December 31, 2022 consolidated financial statements.

Spire Global, Inc.

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(In thousands, except shares and per share data, unless otherwise noted)

The Company’s assessment of the period of time through which its financial resources will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties.

The Company’s actual results could vary as a result of many factors, including its growth rate, subscription renewal activity, the timing and extent of spending to support its infrastructure and research and development efforts and the expansion of sales and marketing activities.

The Company has a history of operating losses and negative cash flows from operations since inception.

During the year ended December 31, 2023, net loss was $ 63,956 , cash used in operations was $ 23,622 and the Company received net proceeds of $ 7,866 from sales of shares of its Class A common stock under the Equity Distribution Agreement.

The Company held cash and cash equivalents of $ 29,144 , excluding restricted cash of $ 497 , and investment in marketable securities of $ 11,726 as of December 31, 2023.

The Company currently believes that it will meet its minimum liquidity covenant, as well as all other financial covenants under the Blue Torch Financing Agreement (as amended, and as defined below in Note 6), at each applicable measurement point over the period of at least one year from the issuance of the December 31, 2023 consolidated financial statements, and that it will have sufficient working capital to operate for a period of at least one year from the issuance of the December 31, 2023 consolidated financial statements, in each case based on the Company's current cash and cash equivalents balance and expected future financial results.

The Company’s assessment of the period of time through which its financial resources will be adequate to support its operations and meet its financial covenants is a forward-looking statement and involves risks and uncertainties.

The Company may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights.

The Company has based its estimates on assumptions that may prove to be wrong, and it could use its available capital resources sooner than it currently expects.

The Company may be required to seek additional equity or debt financing.

The Company may be required to seek additional equity or debt financing or seek waivers of or amendments to contractual obligations.

Future liquidity and cash requirements will depend on numerous factors, including market penetration, the introduction of new products, and potential acquisitions of related businesses or technology.

In the event that additional financing is required from outside sources, the Company may not be able to raise it on acceptable terms or at all.

If the Company is unable to raise additional capital when desired, or if it cannot expand its operations or otherwise capitalize on its business opportunities because it lacks sufficient capital, its business, results of operations, and financial condition would be adversely affected.

M acroeconomic, Geopolitical and COVID-19 Impact

Over the past two years, the Company has been impacted by the macroeconomic environment, such as fluctuations in foreign currencies, the COVID-19 pandemic, increasing interest rates and the Russian invasion of Ukraine.

A strong U.S.

dollar relative to the Company's foreign subsidiaries' local functional currency for most of 2022 negatively impacted the Company’s revenue, since approximately one-third of the Company’s sales are transacted in foreign currencies, though it positively impacted the Company’s expenses, since a majority of the Company’s employees reside in countries outside of the United States.

The COVID-19 pandemic has caused existing or potential customers to re-evaluate their decision to purchase the Company's offerings, at times resulting in additional customer discounts, extended payment terms, longer sales cycles, and a few contract cancellations.

The pandemic also led to reduced company-wide travel, resulted in a move to a hybrid work model, created a more difficult hiring process and at times resulted in employee attrition.

Increasing interest rates in 2022 resulted in higher interest expenses, as the Company’s credit facility is based on a floating interest rate.

If the Company is unable to raise additional capital when desired, unable to meet the minimum liquidity covenant or other financial covenants under the Blue Torch Financing Agreement or if it cannot expand its operations or otherwise capitalize on its business opportunities because it lacks sufficient capital, its business, results of operations, and financial condition would be adversely affected.

M acroeconomic and Geopolitical

Over the past two years, the Company has been impacted by the macroeconomic environment, such as fluctuations in foreign currencies, increasing interest rates and the Russian invasion of Ukraine.

A stronger U.S.

dollar relative to the Company's foreign subsidiaries' local functional currencies for the year ended December 31, 2023 as compared to the year ended December 31, 2022 negatively impacted the Company’s revenue, since approximately one-third of the Company’s sales are transacted in foreign currencies, though it positively impacted the Company’s expenses, since a majority of the Company’s employees reside in countries outside of the United States.

The macroeconomic environment has caused existing or potential customers to re-evaluate their decision to purchase the Company's offerings, at times resulting in additional customer discounts, extended payment terms, longer sales cycles, and a few contract cancellations.

Increasing interest rates in 2023 as compared to 2022 resulted in higher interest expenses, as the Company’s credit facility is based on a floating interest rate.

The Russian invasion of Ukraine and the continued conflict created additional global sanctions, which at times caused scheduling shifts or launch cancellations by third-party satellite launch providers, which has delayed revenue recognition of certain sales contracts.

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The Company operates as one reportable and operating segment, which relates to the sale of subscription-based data, insights, predictive analytics and related project-based services to global customers across a range of industries.

The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.

Management’s significant estimates include assumptions in revenue recognition, allowance for credit losses, valuation of certain assets and liabilities acquired from the Acquisition, realizability of deferred income tax assets, and fair value of equity awards, contingent earnout liabilities and warrant liabilities.

Management’s significant estimates include assumptions in revenue recognition, allowance for credit losses, valuation of certain assets and liabilities acquired from the acquisition of exactEarth in November 2021 (the “Acquisition”), realizability of deferred income tax assets, and fair value of equity awards, contingent earnout liabilities and warrant liabilities.

Actual results could differ from those estimates.

Management assessed the impact of COVID-19 on the estimates and assumptions and determined there was no material impact in the reporting periods.

Foreign Currency Translation

The Company’s foreign subsidiaries, which have defined their functional currency as their local currency, translate their assets and liabilities into U.S.

Dollars at the exchange rate existing at the balance sheet date, and translate their results from operations at the average exchange rate for each period.

The resulting translation adjustments are included as a component of accumulated other comprehensive loss on the consolidated balance sheets, consolidated statements of changes in stockholders' equity (deficit) and as other comprehensive loss in the consolidated statements of comprehensive loss.

Gains and losses from foreign currency transactions are included in other expense, net in the consolidated statements of operations.

Based on an evaluation of the lifespans of its in-service satellites and on current capabilities to extend the useful life of in-service satellites via software updates, the Company changed the estimated useful life of its capitalized satellites and related launch costs from three to four years

Spire Global, Inc.

2 unchanged sentences

(In thousands, except shares and per share data, unless otherwise noted)

for depreciation purposes.

The Company determined it was appropriate to make this change prospectively beginning June 2023.

The change in estimated useful life did not have a material impact for the year ended December 31, 2023.

In November 2023, the Company updated the estimated useful lives for 43 capitalized satellites and related launch costs based on updated de-orbit dates.

This change represents a change in accounting estimate and the impact of the change was an increase in loss from continuing operations before income taxes of approximately $ 2,467 , or $ 0.13 per basic and diluted share for the months of November and December 2023.

Foreign Currency Translation

The Company’s foreign subsidiaries, which have defined their functional currency as their local currency, translate their assets and liabilities into U.S.

Dollars at the exchange rate existing at the balance sheet date, and translate their results from operations at the average exchange rate for each period.

The resulting translation adjustments are included as a component of accumulated other comprehensive loss on the consolidated balance sheets, accumulated other comprehensive loss in the consolidated statements of changes in stockholders' equity and as other comprehensive gain (loss) in the consolidated statements of comprehensive loss.

Gains and losses from foreign currency transactions are included in other expense, net in the consolidated statements of operations.

Fair Value Measurements

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Level 2 Significant other observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 Unobservable inputs reflecting management’s assumptions, consistent with reasonably available assumptions made by other market participants.

These valuations require significant judgment.

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The Company invests in highly rated securities, with the primary objective of minimizing the potential risk of principal loss.

The Company’s investment policy generally requires securities to be investment grade and limits the amount of credit exposure to any one issuer.

The Company’s investments in marketable debt securities have been classified and accounted for as available-for-sale.

The Company classifies its marketable debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date.

Unrealized gains and losses on marketable debt securities classified as available-for-sale are recognized in accumulated other comprehensive (loss) income.

Interest on securities classified as available-for-sale is included in interest income in the consolidated statements of operations.

The Company’s investment policy generally requires securities to be investment grade and limits the amount of credit exposure to any one issuer.

The Company’s investments in marketable debt securities have been classified and accounted for as available-for-sale.

The Company classifies its marketable debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date.

Unrealized gains and losses on marketable debt securities classified as available-for-sale are recognized in accumulated other comprehensive loss.

Interest on securities classified as available-for-sale is included in interest income on the consolidated statements of operations.

The following table shows components of cash, cash equivalents, and restricted cash reported on the consolidated balance sheets and in the consolidated statements of cash flows as of and for the years then ended:

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Accounts receivable are stated at the amounts management expects to collect from outstanding balances.

An allowance for credit losses is recorded based on historical loss experience, consideration of current and future economic conditions, and evaluation of a customer’s current and future financial condition.

Increases and decreases in the allowance for credit losses are included as a component of general and administrative expense in the consolidated statements of operations.

Recoveries of accounts receivable for which an allowance exists, or those that were previously written off, are recorded when received.

The Company recorded an expense for credit losses of $ 139 and $ 84 for the years ended December 31, 2022 and 2021, respectively.

The Company recorded an expense for credit losses of $ 640 and $ 139 for th e years ended December 31, 2023 and 2022, respectively.

The Company generally grants credit to its customers on an unsecured basis.

The Company does not have any off-balance sheet credit exposure related to its customers.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and restricted cash, marketable securities, and accounts receivable.

The Company typically has cash accounts in excess of Federal Deposit Insurance Corporation insurance coverage.

The Company has not experienced any losses on such accounts, and management believes that the Company’s risk of loss is remote.

The Company has a concentration of contractual revenue arrangements with various government agencies.

The Company had the following customers whose revenue and accounts receivable balances individually represented 10% or more of the Company’s total revenue and/or accounts receivable:

Spire Global, Inc.

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(In thousands, except shares and per share data, unless otherwise noted)

Year Ended December 31,

* Revenue and/or accounts receivable from these customers were less than 10 % of total revenue and/or accounts receivable during the year.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and restricted cash, marketable securities, and accounts receivable.

The Company typically has cash accounts in excess of Federal Deposit Insurance Corporation insurance coverage limits.

The Company has not experienced any losses on such accounts, and management believes that the Company’s risk of loss is remote.

The Company has a concentration of contractual revenue arrangements with various government agencies.

Entities under common control are reported as a single customer.

As of December 31, 2023, the Company did not have any customers that accounted for more than 10 % of the Company’s total accounts receivable.

As of December 31, 2022, the Company had one customer (Customer A noted below) that accounted for 16 % of the Company’s total accounts receivable.

The following customers represented 10% or more of the Company’s total revenue:

Years Ended December 31,

Customer B (1)

* Revenue from this customer was less than 10 % of total revenue during the year.

(1) Consists of multiple U.S.

government agencies, of which only one government agency represented greater than 10 % of total revenue for the years ended December 31, 2023 and 2022.

The Company has a concentration in vendor purchases.

1 unchanged sentence

If the Company were to be unable to obtain alternative vendors due to factors beyond its control, operations would be disrupted until alternative vendors were secured.

The Company did not have any vendors for the year ended December 31, 2022, and one vendor for the year ended December 31, 2021, from which purchases of equipment, components and services individually represented 10% or more of the Company’s total purchases.

The Company had one vendor for the year ended December 31, 2023, and did not have any vendors for the year ended December 31, 2022, from which purchases of equipment, components and services individually represented 10% or more of the Company’s total purchases.

The Company is dependent on third parties to launch its satellites into space, and any launch delay, malfunction, or failure could have a negative impact on revenue and might cause the Company not to be able to accommodate customers with sufficient data to meet minimum service level agreements until replacement satellites are available.

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Costs related to preliminary project activities and post-implementation operational activities are expensed as incurred.

Internal-use software, which consists primarily of the Company’s enterprise software used to build and operate the Company’s satellites, is stated at cost less accumulated amortization.

General maintenance and repairs are charged to expense as incurred.

Significant refurbishments, renewals and betterments are capitalized.

When assets are retired or disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected as other expense, net in the Company’s consolidated statements of operations.

Depreciation and amortization are computed utilizing the straight-line method over the estimated useful lives of depreciable assets in the table below.

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Capitalized satellite launch costs and in-service satellites

As of December 31, 2022 and 2021, 34 % and 37 %, respectively, of the Company’s long-lived assets were located in the U.S., 27 % and 41 %, respectively were located in Canada, and 39 % and 22 %, respectively were located in Europe, the Middle East and Africa (collectively, “EMEA”).

Within EMEA, 30 % and 20 % of the Company’s long-lived assets were located in the UK at December 31, 2022 and 2021, respectively.

Spire Global, Inc.

2 unchanged sentences

(In thousands, except shares and per share data, unless otherwise noted)

The following table summarizes the Company's long-lived assets by geography:

(1) United Kingdom re presented 28 %, Germany represented 19 % and Luxemburg represented 10 % for the year ended December 31, 2023 and United Kingdom represented 30 % for the year ended December 31, 2022.

represented 25 % and 34 % and Canada represented 18 % and 27 % for the years ended December 31, 2023 and 2022, respectively.

Equity Method Investments

The Company accounts for equity investments in which it has significant influence, but not a controlling financial interest, using the equity method of accounting.

Under the equity method of accounting, investments are initially recorded at cost, less impairment, and subsequently adjusted to recognize the Company’s share of earnings or losses as a component of other expense, net in the consolidated statements of operations.

The Company’s equity method investments are required to be reviewed for impairment when it is determined there may be an other-than-temporary loss in value.

The Company has not recorded any impairment losses related to our equity method investments during the years ended December 31, 2022 and 2021.

The Company’s equity method investments are required to be reviewed for impairment when it is determined there may be an other-than-temporary loss in value.

The Company did not record any impairment losses related to our equity method investments during the years ended December 31, 2023 and 2022.

Business Combinations

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Goodwill is measured as the excess of the consideration transferred over the fair value of assets acquired and liabilities assumed on the acquisition date.

Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred included in the general and administrative expenses line item in the consolidated statements of operations.

Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred and included in the general and administrative expenses line item in the consolidated statements of operations.

The authoritative guidance allows a measurement period of up to one year from the date of acquisition to make adjustments to the preliminary allocation of the purchase price.

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Fair value and useful life determinations may be based on, among other factors, estimates of future expected cash flows, royalty cost savings and appropriate discount rates used in calculating present values.

Intangible assets are tested for impairment whenever there are indicators of impairment.

The Company recognized impairment charges of $ 72 and $ 91 for intangible assets relating to patents for the years ended December 31, 2022 and 2021, respectively.

Intangible assets are tested for impairment whenever there are indicators of impairme nt.

The Company did no t recognize any impairment charges for intangible assets for the year ended December 31, 2023, but recorded an impairment charge relating to patents of $ 72 for the year ended December 31, 2022.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

(In thousands, except shares and per share data, unless otherwise noted)

Impairment of Long-Lived Assets

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In estimating future cash flows, assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of cash flows from other asset groups.

The Company recognized impairment charges of $ 549 on decommissioned satellites and $ 143 of other long-lived assets for the year ended December 31, 2022 and no impairment charges for long-lived assets for the year ended December 31, 2021.

Deferred Offering Costs and Merger Costs

The Company capitalizes within other current assets on the consolidated balance sheets certain legal, accounting and other third-party fees that are directly related to the Company’s in-process equity financing until such financings are consummated.

After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received from the offering (Note 3).

The Company recognized impairment charges of $ 747 on decommissioned satellites and $ 277 on other long-lived assets for the year ended December 31, 2023, and $ 549 on decommissioned satellites and $ 143 on other long-lived assets for the year ended December 31, 2022.

Deferred Offering Costs

After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received from the offering.

Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are written off to operating expenses.

There were no deferred offering costs capitalized as of December 31, 2023 and 2022.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2022 and 2021

(In thousands, except shares and per share data, unless otherwise noted)

During the year ended December 31, 2021, the Company incurred $ 6,591 of costs related to the Merger, including $ 4,846 for professional services and $ 1,745 of other merger related costs.

These amounts have been included in general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2021.

No such costs were incurred during the year ended December 31, 2022.

Debt Issuance Costs

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Debt issuance costs and the fair value assigned to stock warrants issued related to term loans are amortized over the respective term of the debt facility using the effective interest method.

The Company generally classifies warrants for the purchase of shares of its common stock as liabilities on its consolidated balance sheets unless the warrants meet certain specific criteria that require the warrants to be classified within stockholders’

Those warrants accounted for as liabilities are freestanding financial instruments that may require the Company to transfer assets upon exercise.

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Changes in the fair value of the warrant liabilities will continue to be recognized until the warrants are exercised, expire or qualify for equity classification.

Warrants classified as equity are initially recorded at fair value on the date of issuance and recorded in additional paid-in capital on the Company’s consolidated balance sheets until the warrants are exercised or expire.

The Company assumed 11,499,992 publicly-traded warrants (“Public Warrants”) and 6,600,000 private placement warrants issued by NavSight (“Private Warrants”

and, together with the Public Warrants, the “Common Stock Warrants”) upon the Merger, all of which were issued in connection with NavSight’s initial public offering and entitled holders to purchase one share of the Company's Class A common stock, par value $ 0.0001 (“Common Stock”) at an exercise price of $ 11.50 per share.

The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the warrants may be cashless exercised.

The Private Warrants are non-redeemable for cash so long as they are held by the initial purchasers or their permitted transferees.

If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The Company evaluated the Common Stock Warrants and concluded that they do not meet the criteria to be classified within stockholders’

The agreement governing the Common Stock Warrants includes a provision that could result in a different settlement value for the Common Stock Warrants depending on their holder.

Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Private Warrants are not considered to be indexed to the Company’s own stock.

In addition, the provision provides that in the event of a tender or exchange offer accepted by holders of more than 50% of the outstanding shares of the Company’s ordinary shares, all holders of the Common Stock Warrants would be entitled to receive cash for all of their Common Stock Warrants.

Specifically, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all Common Stock Warrant holders would be entitled to cash, while only certain of the holders of the Company’s ordinary shares may be entitled to cash.

These provisions preclude the Company from classifying the Common Stock Warrants in stockholders’

As the Common Stock Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheets at fair value (Note 10), with subsequent changes in their respective fair values recognized in the consolidated statements of operations at each reporting date.

On November 16, 2022, the Company commenced a warrant exchange (Note 10), pursuant to which 9,956,489 Public Warrants and 6,600,000 Private Warrants were each exchanged for 0.2 shares of the Company's Class A common stock on December 19, 2022.

On December 19, 2022, the Company also entered into an amendment to the warrant agreement (the “Warrant Amendment”) that provided the Company with the right to require the exchange of the Company’s remaining outstanding Public Warrants for Class A common stock at an exchange ratio of 0.18 shares for each Public Warrant.

The Company exercised its exchange right on December 19, 2022 and the remaining 1,543,493 Public Warrants were exchanged on January 4, 2023.

Contingent Earnout Liability

In connection with the Reverse Recapitalization and pursuant to the Merger Agreement, eligible Spire equity holders are entitled to receive additional shares of the Company's Class A common stock upon the Company achieving certain Earnout Triggering Events (as described in the Merger Agreement and Note 3).

In accordance with Accounting Standards Codification (“ASC”) 815-40, the earnout shares are not indexed to the Company's common stock and therefore were accounted for as a liability and an offset to additional paid-in capital on the consolidated balance sheets at the reverse recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense) in the consolidated statements of operations.

The contingent earnout liability is categorized as a Level 3 fair value measurement using the Monte Carlo model (Note 10) because the Company estimates projections during the Earnout Period utilizing unobservable inputs.

Contingent earnout payments involve certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts.

On June 13, 2022, in connection with the Blue Torch Financing Agreement, the Company issued warrants to Blue Torch, which were exercisable for an aggregate of 437,024 shares of the Company’s Class A common stock with a per share exercise price of $ 16.08 (the “2022 Blue Torch Warrants”).

Additionally, in connection with the closing of the financing, the Company issued a warrant to Urgent Capital LLC for introducing the Company to the Lenders, which is exercisable for an aggregate of 24,834 shares of the Company's Class A common stock with a per share exercise price of $ 16.08 (the “Urgent Warrants”).

On September 27, 2023, the Company issued new warrants to certain Blue Torch affiliates that are exercisable for an additional 597,082 shares of the Company’s Class A common stock at a per share exercise price of $ 5.44 (the “2023 Blue Torch Warrants" and together with the 2022 Blue Torch Warrants and the Urgent Warrants, the “Credit Agreement Warrants”).

The Company assumed 1,437,499 publicly-traded warrants (“Public Warrants”) and 825,000 private placement warrants issued by NavSight (“Private Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) upon the Merger, all of which were issued in connection with NavSight’s initial public offering and entitled holders to purchase one share of the Company's Class A common stock at an exercise price of $ 92.00 per share.

The Company evaluated the Credit Agreement Warrants and the Common Stock Warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity.

The agreement governing the Credit Agreement Warrants and the Common Stock Warrants includes a provision that could result in a different settlement value for the Common Stock Warrants depending on their holder.

Because the holder of an instrume nt is not an input into the pricing of a fixed-for-fixed option on the Company’s Class A common stock, the Common Stock Warrants are not considered to be indexed to the Company’s own stock.

As the Common Stock Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheets at fair value based on the Black Scholes model.

Subsequent changes in their respective fair values are recognized in the consolidated statements of operations at each reporting date.

Changes in the fair value of the warrant liabilities will continue to be recognized until the warrants are exercised, expire, or qualify for equity classification.

Spire Global, Inc.

2 unchanged sentences

(In thousands, except shares and per share data, unless otherwise noted)

Contingent Earnout Liability

In connection with the Merger, eligible Spire equity holders are entitled to receive additional shares of the Company's Class A common stock upon the Company achieving certain earnout triggering events.

In accordance with Accounting Standards Codification (“ASC”) 815-40, the earnout shares are not indexed to the Company's Class A common stock and therefore were accounted for as a liability and an offset to additional paid-in capital on the consolidated balance sheets at the reverse recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense) in the consolidated statements of operations.

The contingent earnout liability is categorized as a Level 3 fair value measurement using the Monte Carlo model (Note 8) because the Company estimates projections during the earnout period utilizing unobservable inputs.

Contingent earnout payments involve certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts.

The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current price of our Class A common stock, expected volatility, risk-free rate, expected term and expected dividend yield.

Revenue Recognition

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precise space-based data used for highly accurate weather forecasting.

As a fourth solution, the Company is also pioneering an innovative “space-as-a-service”

business model through its Space Services solution.

The Company leverages its fully deployed infrastructure and large-scale operations to enable customers to obtain customized data through its API.

As a fourth solution, the Company is also pioneering an innovative “space-as-a-service” business model through its Space Services solution.

The Company leverages its fully deployed infrastructure and large-scale operations to enable customers to obtain customized data through its application programming interface (“API”) infrastructure.

Revenue recognition involves the identification of the contract, identification of performance obligations in the contract, determination of the transaction price, allocation of the transaction price to the previously identified performance obligations and recognition of revenue as the performance obligations are satisfied.

The Company recognizes revenue for each separately identifiable performance obligation in a data solutions contract representing a promise to transfer data or a distinct service to a customer.

In most cases, data provided under the Company’s data solutions contracts are accounted for as a single performance obligation due to the integrated nature of the Company’s precise space-based data.

In some data access contracts, the Company provides multiple project-based services to a customer, most commonly when a contract covers multiple phases of the Space Services solution (e.g., development, manufacturing, launch and satellite operations).

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Contract Assets and Liabilities

For each of the Company’s contracts, the timing of revenue recognition, customer billings, and cash collections determines the recorded accounts receivable, contract assets, and contract liabilities on the Company’s consolidated balance sheets.

Payment terms and conditions generally include a requirement to pay within 30 days.

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The non-current portion of contract liabilities consists of funds received in advance of revenue recognition from subscription services or other project-based services that have remaining contractual obligations greater than one year from the balance sheet date.

Deferred Contract Costs

Sales commissions earned by the Company’s employees are considered incremental costs of obtaining a contract.

An asset is recognized for sales commissions if the Company expects the period of benefit from these costs to be more than one year.

The Company amortizes the deferred contract costs on a straight-line basis over the period of expected benefit, which is primarily 12 months, consistent with the pattern of revenue recognition of the related performance obligation.

The amortized costs are recorded in sales and marketing expense in the Company’s consolidated statements of operations.

The Company expenses sales commissions as incurred when the period of benefit is less than one year.

Deferred contract costs are included in other current assets, for the current portion, and other long-term assets, for the non-current portion, on the Company’s consolidated balance sheets.

Deferred contract costs at December 31, 2022 and 2021 were $ 890 and $ 1,419 , respectively, of which $ 439 and $ 885 , respectively, were classified as current.

During the years ended December 31, 2022 a nd 2021, the Company recognized $ 809 and $ 730 , respectively, as amortization of deferred contract costs in sales and marketing expense.

Spire Global, Inc.

2 unchanged sentences

(In thousands, except shares and per share data, unless otherwise noted)

Deferred Contract Costs

Sales commissions earned by the Company’s employees are considered incremental costs of obtaining a contract.

An asset is recognized for sales commissions if the Company expects the period of benefit from these costs to be more than one year.

The amortized costs are recorded in sales and marketing expense in the Company’s consolidated statements of operations.

The Company expenses sales commissions as incurred when the period of benefit is less than one year.

Deferred contract costs are included in other current assets, for the current portion, and other long-term assets, for the non-current portion, on the Company’s consolidated balance sheets.

Deferred contract costs at December 31, 2023 and 2022 were $ 926 a nd $ 890 , respectively, of whi ch $ 487 and $ 439 , respectively, were classified as current.

During the years ended December 31, 2023 and 2022 , the Company recognized $ 490 an d $ 809 , respectively, as amortization of deferred contract costs in sales and marketing expense.

Cost of Revenue

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General and Administrative Costs

General and administrative expenses consist of employee-related expenses for personnel in the Company’s executive, finance and accounting, facilities, legal, human resources, global supply chain, and management information systems functions, as well as other administrative employees.

General and administrative expenses consist of employee-related expenses for personnel in the Company’s executive, finance and accounting, facilities, legal, human resources, and management information systems functions, as well as other administrative employees.

In addition, general and administrative expenses include fees related to third-party legal counsel, fees related to accounting, tax and audit costs, office facilities costs, software subscription costs, and other corporate costs.

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The Company has a qualified retirement plan which covers all employees who meet certain eligibility requirements.

Plan matching contributions, discretionary profit-sharing contributions, and qualified nonelective contributions may be made to the 401(k) salary deferral plan at the discretion of the Company’s Board of Directors.

The Company did no t make any matching contributions, discretio nary profit-sharing contributions and/or qualified nonelective contributions during the years ended December 31, 2023 and 2022.

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The contributions made by the Company under these plans during the years ended December 31, 2023 and 2022 were $ 1,838 and $ 737 , respectively.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

(In thousands, except shares and per share data, unless otherwise noted)

Stock-Based Compensation

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For stock options, the fair value is calculated using the Black-Scholes option pricing model.

The Black-Scholes option pricing model requires the input of assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of the Company’s common stock, risk-free interest rates, and the expected dividend yield of the Company’s common stock.

For restricted stock units ("RSU") with service-based vesting conditions, the fair value is calculated based upon the Company’s closing stock price on the date of grant using the intrinsic value method.

The Black-Scholes option pricing model requires the input of assumptions, including the fair value of the underlying Class A common stock, the expected term of the option, the expected volatility of the price of the Company’s Class A common stock, risk-free interest rates, and the expected dividend yield of the Company’s Class A common stock.

Stock-based compensation expense is recognized on a straight-line basis over the requisite service period and forfeitures are accounted for as they occur.

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Expected dividend yield.

The Company does not use a dividend rate due to the fact that the Company has never declared or paid cash dividends on its common stock and does not anticipate doing so in the foreseeable future.

The Company does not use a dividend rate due to the fact that the Company has never declared or paid cash dividends on its Class A common stock and does not anticipate doing so in the foreseeable future.

Risk-free interest rate.

The Company bases its interest rate on a treasury instrument for which the term is consistent with the expected life of the stock options.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2022 and 2021

(In thousands, except shares and per share data, unless otherwise noted)

The Company was incorporated in the state of Delaware as a C corporation.

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The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties, if any, in general and administrative expenses in the accompanying consolidated statements of operations.

Beginning in 2022, the Tax Cuts and Jobs Act (the "Tax Act") requires taxpayers to capitalize research and development expenses with amortization periods over five and fifteen years, which reduced the Company’s taxable loss, and created a new deferred tax asset for capitalized research and development costs, and corresponding adjustments to tax on foreign source income through global intangible low-taxed income ("GILTI"), all of which have been accounted for in determining the Company’s tax provision or benefit.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties, if any, as a component of income tax expense on the consolidated statements of operations.

Beginning in 2022, the Tax Cuts and Jobs Act (the "Tax Act") requires taxpayers to capitalize research and development expenses with amortization periods over five years for U.S.

and fifteen years for foreign, which reduced the Company’s taxable loss, and created a new deferred tax asset for capitalized research and development costs, and corresponding adjustments to tax on foreign source income through global intangible low-taxed income ("GILTI"), all of which have been accounted for in determining the Company’s tax provision or benefit.

The Company reports income taxes in accordance with Financial Accounting Standards Board ("FASB") ASC 740, Income Taxes, which requires an asset and liability approach in accounting for income taxes.

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Related Parties

As a result of the Acquisition in November 2021, Spire's customer, Myriota Pty Ltd ("Myriota"), became a related party, as exactEarth has a 14 % ownership stake in Myriota.

In conjunction with the Company's acquisition of exactEarth in November 2021, Myriota Pty Ltd ("Myriota"), an existing Spire customer, became a related party as a result of exactEarth's approximately 13 % ownership of Myriota.

As of December 31, 2023, the Company's investment in Myriota, in the amount of $ 2,216 , was included in other long-term assets on the consolidated balance sheets.

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The Company's share of earnings or losses on the investment is recorded based on a one-month lag, due to the timing of receipt of financial statements from Myriota, as a component of other (expense) income, net in the consolidated statements of operations.

The Company generated $ 2,278 and $ 408 in revenue during the years ended December 31, 2022 and 2021, respectively, and had $ 170 and $ 170 accounts receivable as of December 31, 2022 and 2021, respectively, from Myriota.

The Company borrowed gross proceeds of $ 1,232 of Convertible Notes (defined in Note 8) payable in February 2021 and $ 6,414 of Convertible Notes payable during the year ended December 31, 2019, from certain stockholders (Note 8).

Immediately prior to the effective time of the Merger, the Convertible Notes were automatically converted into shares of common stock of Legacy Spire (“Legacy Spire Common Stock”) (Note 3 and Note 8).

Interest expense recognized on the related party Convertible Notes payable was $ 413 for the year ended December 31, 2021.

No interest expense was recognized on the related party Convertible Notes payable for the year ended December 31, 2022.

The Company generated $ 678 and $ 2,278 in revenue from Myriota during the years ended December

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

(In thousands, except shares and per share data, unless otherwise noted)

31, 2023 and 2022, respectively, and had no accounts receivable as of December 31, 2023 and $ 170 of accounts receivable as of December 31, 2022, from Myriota.

Comprehensive Loss

Comprehensive loss is comprised of net loss and other comprehensive loss consisting of foreign currency translation adjustments and net unrealized loss on investments.

Comprehensive loss is comprised of net loss and other comprehensive loss consisting of foreign currency translation adjustments and net unrealized gain and loss on investments.

Net Loss Per Share

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The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

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

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2022 and 2021

(In thousands, except shares and per share data, unless otherwise noted)

outstanding during the period.

Basic net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period.

Diluted net income (loss) is computed by adjusting net income (loss) to reallocate undistributed earnings based on the potential impact of dilutive securities.

Diluted net income (loss) per share is computed by dividing the diluted net income (loss) by the weighted-average number of common shares outstanding during the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents.

Prior Period Reclassifications

Certain amounts in prior periods have been reclassified to conform with current period presentation.

JOBS Act Accounting Election

The Company is provided the option to adopt new or revised accounting guidance under the requirements provided to an “emerging growth company”

under the JOBS Act either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible.

The Company is provided the option to adopt new or revised accounting guidance under the requirements provided to an “emerging growth company” under the JOBS Act either (1) within the same periods as those otherwise applicable to public business entities, or (2) within the same time periods as non-public business entities, including early adoption when permissible.

With the exception of certain accounting standards where the Company elected to early adopt when permissible, the Company has elected to adopt new or revised accounting guidance within the same time period as non-public business entities, as indicated below.

Accounting Pronouncements Recently Adopted

In February 2016, FASB issued Accounting Standards Update ("ASU") No.

2016-02, Leases ("ASC 842"), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors).

Since this standard was originally issued, there have been improvements and clarifications released by the FASB.

Under the new guidance, at the commencement date, lessees are required to recognize a lease liability with a corresponding right-of-use ("ROU") asset.

On January 1, 2022, the Company adopted ASC 842 using the modified retrospective approach with the effective date as of the date of initial application.

Consequently, results for the year ended December 31, 2022 are presented under ASC 842.

Prior period amounts were not adjusted and continue to be reported in accordance with previous lease guidance under ASC Topic 840, Leases .

The Company elected the following practical expedients as permitted per the guidance:

The "package of practical expedients" which permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs.

The Company has elected this package of practical expedients in its entirety.

The short-term lease recognition exemption for all leases that qualify.

This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities for existing short-term leases of assets in transition.

The practical expedient to not separate lease and non-lease components for all of the Company's leases.

Adoption of ASC 842 resulted in the recording of $ 11,775 in ROU assets and $ 12,611 in lease liabilities, as of January 1, 2022.

The difference between the ROU assets and lease liabilities is driven primarily by lease incentives and deferred rent balances that were reclassified from liabilities, presented in other accrued expenses for the current portion and other long-term liabilities for the long-term portion, to the ROU asset balance, presented in operating lease assets.

The standard did not materially impact retained earnings, consolidated net loss, and the statements of cash flows.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes , by removing certain exceptions to the general principles which is intended to improve consistent application.

A franchise tax that is partially based on income will be recognized as an income-based tax and any incremental amount will be recognized as non-income-based tax.

This standard was effective for fiscal years beginning after December 15, 2021 (January 1, 2022 for the Company), with early adoption permitted.

The adoption of ASU 2019-12 as of January 1, 2022 did not materially impact the Company's consolidated financial statements.

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832) , guidance on modifying the disclosure requirements to increase the transparency of government assistance including disclosure of the types of assistance, an entity's accounting for the assistance and the effect of the assistance on an entity's financial statements.

The amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2021 and should be applied either prospectively or retrospectively.

The adoption of ASU 2021-10 as of December 31, 2022 did not have a material impact on Company’s consolidated financial statements.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2022 and 2021

(In thousands, except shares and per share data, unless otherwise noted)

Accounting Pronouncements Not Yet Adopted

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805) , Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer.

In October 2021, the FASB issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer.

The guidance is effective for annual reporting periods beginning after December 15, 2022, including interim periods within that reporting period, and should be applied prospectively to business combinations occurring on or after the effective date of the amendments.

The Company did not early adopt for the Acquisition.

In September 2022, the FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50), guidance on modifying the disclosure requirements to enhance the transparency of supplier finance programs including disclosure of the key terms of the program, the amount outstanding that remains unpaid by the buyer as of the end of the annual period, a description of where those obligations are presented in the balance sheet, and a roll forward of those obligations during the annual period.

The adoption of ASU 2021-08 as of January 1, 2023 did not impact the Company’s consolidated financial statements.

In September 2022, the FASB issued ASU 2022-04, Liabilities – Supplier Finance Programs (Subtopic 405-50), guidance on modifying the disclosure requirements to enhance the transparency of supplier finance programs including disclosure of the key terms of the program, the amount outstanding that remains unpaid by the buyer as of the end of the annual period, a description of where those obligations are presented in the balance sheets, and a roll forward of those obligations during the annual period.

The amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2022.

The adoption of ASU 2022-04 as of January 1, 2023 did not impact the Company’s consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

In March 2023, the FASB issued ASU 2023-01, Leases – Common Control Arrangements (Topic 842), to improve the accounting for amortizing leasehold improvements associated with arrangements between entities under common control.

The amendment requires that leasehold improvements be amortized by the lessee over the useful life of the leasehold improvements to the common control group (regardless of the lease term) as long as the lessee controls the use of the underlying asset through a lease.

Additionally, leasehold improvements should be accounted for as a transfer between entities under common control through an adjustment to equity when the lessee no longer controls the use of the underlying asset.

The amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2023, with early adoption permitted.

The Company does not expect this ASU to have a material impact on its consolidated financial statements.

Reverse Recapitalization

On August 16, 2021, Spire Global Subsidiary, Inc., merged with NavSight.

As a result of the Merger, NavSight changed its name to Spire Global, Inc.

and Legacy Spire changed its name to Spire Global Subsidiary, Inc.

Immediately prior to the Closing:

All 12,671,911 outstanding shares of Legacy Spire Series A Convertible Preferred Stock were converted into an equivalent number of shares of Legacy Spire Common Stock on a one-to-one basis .

All 4,869,754 outstanding shares of Legacy Spire Series B Convertible Preferred Stock were converted into an equivalent number of shares of Legacy Spire Common Stock on a one-to-one basis

All 7,592,402 outstanding shares of Legacy Spire Series C Convertible Preferred Stock were converted into an equivalent number of shares of Legacy Spire Common Stock on a one-to-one basis

Each of the Convertible Notes automatically converted into shares of Legacy Spire Common Stock.

The conversion ratio for the 2019 and 2020 Convertible Notes was 2.4808 and the conversion ratio for the 2021 Convertible Notes was 13.6466 .

Legacy Spire Warrants (with the exception of warrants for 909,798 shares issued to European Investment Bank (“EIB,”

and such warrants, the “EIB Warrants”)) were exercised in full on a cashless basis into the right to receive shares of Legacy Spire Common Stock, which was settled on a net-basis.

The EIB Warrants were settled as of December 31, 2021 (Note 8).

Pursuant to the Merger Agreement, at the Closing:

Each share of outstanding Class A common stock and Class B common stock of NavSight was exchanged for one share of Class A common stock of New Spire, par value $ 0.0001 per share (“New Spire Class A common stock”).

Each share of Legacy Spire Common Stock, including shares of Legacy Spire Common Stock issued pursuant to the conversion of the Legacy Spire Preferred Stock, the Convertible Notes and the Legacy Spire Warrants (excluding the EIB warrants), was converted into a number of shares of New Spire Class A common stock equal to the Per Share Closing Consideration (“the exchange ratio”) of 1.7058 , as defined in the Merger Agreement.

Each share of Legacy Spire Common Stock is entitled to the contingent earnout right to receive a number of shares of New Spire Class A common stock equal to a Per Share Earnout Consideration of 0.1236 , as defined in the Merger Agreement, payable in four equal tranches if the trading price of the New Spire Class A common stock is greater than or equal to $ 13.00 , $ 16.00 , $ 19.00 , or $ 22.00 for any 20 trading days within any 30 consecutive trading day period on or prior to the date that is five years following the Closing Date, as adjusted based on the formula defined in the Merger Agreement with respect to the portion of earnout value allocated to holders of options to purchase shares of Legacy Spire Common Stock (“Legacy Spire Options”) assumed by NavSight.

All outstanding Legacy Spire Options were assumed and converted into option awards that are exercisable for shares of New Spire Class A common stock pursuant to an option exchange ratio of 1.8282 .

The outstanding EIB Warrants were assumed by New Spire and converted into warrants that are exercisable for a number of shares of New Spire Class A common stock equal to the exchange ratio of 1.7058 .

The Legacy Spire Founders purchased 12,058,614 shares of New Spire Class B Common Stock, which equal the number of shares of New Spire Class A common stock that each Founder received at the Closing.

Shares of New Spire Class B Common Stock carry nine votes per share, do not have dividend rights, are entitled to receive a maximum of $ 0.0001 per share of New Spire Class B Common Stock upon liquidation, are subject to certain additional restrictions on transfer, and are subject to forfeiture in certain circumstances.

Spire Global, Inc.

2 unchanged sentences

(In thousands, except shares and per share data, unless otherwise noted)

All fractional shares were rounded down.

On February 28, 2021, concurrently with the execution of the Merger Agreement, NavSight entered into Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors collectively subscribed for 24,500,000 shares of New Spire Class A common stock for an aggregate purchase price equal to $ 245,000 (the “PIPE Investment”) less approximately $ 7,142 of equity issuance costs associated with the PIPE Investment.

The PIPE Investment was consummated immediately prior to the Closing.

The number of shares of Common Stock issued immediately following the Closing was:

Number of Shares

Legacy Spire Common Stock (excluding Founders)

Legacy Spire Convertible Preferred Stock

Legacy Spire Convertible Notes

Legacy Spire Warrants (excluding EIB warrants)

Total Class A common shares to Legacy Spire stockholders (excluding Founders)

New Spire Class A common stock issued to Legacy Spire Founders

New Spire Class A common stock issued to PIPE Investors

New Spire Class A common stock held by public stockholders

New Spire Class A common stock issued to FP Lenders

New Spire Class A common stock resulting from conversion of NavSight Class B Common Stock

Total Shares of New Spire Class A Common Stock

New Spire Class B common stock issued to Legacy Spire Founders

Total Shares of New Spire Common Stock

The Merger is accounted for as a reverse recapitalization under GAAP.

This determination is primarily based on Legacy Spire stockholders comprising a relative majority of the voting power of New Spire and having the ability to nominate the members of the board of directors of New Spire, Legacy Spire’s operations prior to the acquisition comprising the only ongoing operations of New Spire, and Legacy Spire’s senior management comprising a majority of the senior management of New Spire.

Under this method of accounting, NavSight is treated as the “acquired”

company for financial reporting purposes.

Accordingly, for accounting purposes, the financial statements of Spire Global, Inc.

represent a continuation of the financial statements of Legacy Spire with the Merger being treated as the equivalent of Legacy Spire issuing stock for the net assets of NavSight, accompanied by a recapitalization.

The net assets of NavSight are stated at historical costs, with no goodwill or other intangible assets recorded.

Operations prior to the Merger are presented as those of Legacy Spire.

All periods prior to the Merger have been retrospectively adjusted using the exchange ratio for the equivalent number of shares outstanding immediately after the Merger to affect the reverse recapitalization.

In connection with the Merger, the Company raised $ 264,823 of proceeds including the contribution of $ 230,027 of cash held in NavSight’s trust account from its initial public offering, net of redemptions of NavSight public stockholders of $ 210,204 , and $ 245,000 of cash in connection with the PIPE Investment.

The Company incurred $ 38,569 of merger costs, consisting of banking, legal, and other professional fees, of which $ 31,978 was recorded as a reduction to additional paid-in capital, and the remaining $ 6,591 was expensed to general and administrative expenses in the consolidated statements of operations.

Business Acquisition

On November 30, 2021, through the execution of a share purchase agreement, the Company acquired 100 % of the voting equity interests of exactEarth for a purchase price of $ 128,953 , accounted for as a business combination.

The acquisition of exactEarth accelerates growth of Spire’s existing maritime business with additional data solutions, cross-selling opportunities, and expansion of the Company’s geographic footprint.

Each outstanding share of exactEarth common stock was exchanged for 0.1 shares of Spire Class A common stock and $ 1.95505 per share in cash.

In 2021, the Company incurred $ 4,733 of acquisition-related costs.

These expenses are included in general and administrative expense in the consolidated statements of operations for the year ended December 31, 2021.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2022 and 2021

(In thousands, except shares and per share data, unless otherwise noted)

The purchase price components are summarized in the following table:

Value of Spire shares issued (1)

Cash consideration paid (2)

Less amount classified as post-combination expense (3)

Total purchase consideration

(1) Represents the fair value of 5,230,167 shares of Spire Class A common share transferred as of the November 30, 2021 ("acquisition date") as consideration (based on the closing market price of $ 4.27 per share on the acquisition date) consisting of 4,984,225 shares issued for outstanding exactEarth shares, in addition to 100,047 and 145,895 shares to settle exactEarth stock options and RSUs, respectively .

(2) Included in the cash consideration are:

$ 97,454 for outstanding exactEarth shares,

$ 8,888 cash settlement of exactEarth stock options, RSUs and deferred stock units, and

$ 3,250 related to acquisition fees of exactEarth paid by Spire upon the closing of the acquisition.

(3) $ 2,972 was treated as post-combination expense in connection with the replacement of exactEarth’s outstanding equity awards.

This amount has been reflected in the consolidated statements of operations for the year ended December 31, 2021.

Purchase Price Allocation

The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess recorded to goodwill.

The recognition of goodwill, none of which is deductible for income tax purposes, was made attributable to the workforce of the acquired business on synergies expected to arise and strategic benefits the Company expects to realize from the acquisition.

The following table summarizes the acquisition date fair value allocation of the exactEarth assets acquired and liabilities assumed:

Cash and cash equivalents

Account receivable

Contract assets

Prepaid expenses and other current assets

Property and equipment

Customer relationships

Intangible assets

Prepaid data rights, non-current

Investment in Myriota

Other long-term assets

Total assets acquired

Accounts payable

Accrued expenses

Contract liabilities

Long-term debt

Other long-term-liabilities

Total liabilities assumed

Net assets acquired

The purchase price allocation to identifiable finite-lived intangible assets acquired was as follows:

Estimated Useful Lives

Customer relationships

Developed technology

Total intangible assets

The Company applied the relief-from-royalty method to estimate the fair values of the developed technology and trade names, and the multi-period excess earnings method to estimate the fair values of the customer relationships and backlog for the acquired intangible assets.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2022 and 2021

(In thousands, except shares and per share data, unless otherwise noted)

Unaudited Pro Forma Financial Information

The following unaudited pro forma information presents the combined results of operations as if the acquisition of exactEarth had been completed in the beginning of the applicable comparable prior annual reporting period.

The unaudited pro forma results include adjustments primarily related to the following:

(i) amortization associated with estimates for the acquired intangible assets;

(ii) depreciation of the property plant and equipment step-up in fair value (iii) expense relating to replacement awards;

and (iv) the inclusion of acquisition costs as of the earliest period presented.

The unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies or the effect of the incremental costs incurred from integrating exactEarth.

Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisitions had occurred at the beginning of the period presented, nor are they indicative of future results of operations:

December 31, 2021

Revenues and losses attributable to the acquired business recognized within the consolidated statements of operations between the date of the acquisition and December 31, 2021 were $ 1,479 and $ 1,470 , respectively.

Revenue, Contract Assets, Contract Liabilities and Remaining Performance Obligations Disaggregation of Revenue

Revenue from subscription-based contracts was $ 57,082 and represented 71 % of total revenue for the year ended December 31, 2022.

In August 2023, the FASB issued ASU 2023-05, Business Combinations – Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement.

The amendments in this ASU are intended to facilitate consistency in the application of accounting guidance upon the formation of entities qualifying as joint ventures ("JVs").

This ASU generally requires the use of business combinations accounting at the JV formation date, which would result in the contributed assets/liabilities being revalued to fair value and potentially result in the recognition of goodwill and other intangibles on the JV’s financial statements.

However, this ASU does not alter the ongoing accounting for the JV’s operations.

This guidance is effective for JVs with formation dates on or after January 1, 2025.

The Company does not expect the standard to have a material impact on the Company's consolidated financial statements.

In November 2023, the FASB issued ASU 2023-7, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily though enhanced disclosures about significant expenses.

The amendments will require public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker and included within segment profit and loss.

The guidance is effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted, and will be applied retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the ASU to determine its impact on the Company's disclosures.

In December 2023, the FASB issued ASU 2023-9, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

The guidance is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted, and should be applied prospectively or retrospectively.

The Company is currently evaluating the ASU to determine its impact on the Company's disclosures.

Revenue, Contract Assets, Contract Liabilities and Remaining Performance Obligations

Disaggregation of Revenue

Revenue from subscription-based contracts was $ 67,175 , representing 64 % of total revenue for the year ended December 31, 2023.

Revenue from non-subscription-based contracts was $ 23,186 and represented 29 % of total revenue for the year ended December 31, 2022.

Revenue from subscription-based contracts was $ 57,082 , representing 71 % of total revenue for the year ended December 31, 2022.

Revenue from non-subscription-based contracts was $ 38,528 , representing 36 % of total revenue for the year ended December 31, 2023.

Revenue from non-subscription-based contracts was $ 23,186 , representing 29 % of total r evenue for the year ended December 31, 2022.

2 unchanged sentences

December 31, 2022

Asia Pacific (3)

(1) Netherlands represented 24 % for the year ended December 31, 2021.

represented 47 % and 35 % for the years ended December 31, 2023 and 2022, respectively, and Canada represented 10 % for the year ended December 31, 2022.

(3) Australia represented 11 % for the year ended December 31, 2021.

(2) United Kingdom re presented 13 % for the year ended December 31, 2023.

Contract Assets

2 unchanged sentences

Changes in contract assets were as follows:

Balance at the beginning of the year

Balance as of December 31

Contract assets recorded during the year

Reclassified to accounts receivable

Balance at the end of the year

Contract Liabilities

At December 31, 2022, contract liabilities were $ 16,628 of which $ 15,856 was reported in contract liabilities, current portion, and $ 772 was reported in other long-term liabilities on the Company’s consolidated balance sheets.

At December 31, 2021, contract liabilities were $ 9,255 , of which $ 8,627 was reported in contract liabilities, current portion, and $ 628 was reported in other long-term liabilities on the Company’s consolidated balance sheets.

The increase in contract liabilities was primarily due to the increase in revenue.

Balance as of December 31

Spire Global, Inc.

2 unchanged sentences

(In thousands, except shares and per share data, unless otherwise noted)

Contract Liabilities

At December 31, 2023, contract liabilities were $ 23,428 , of which $ 23,165 was reported in contract liabilities, current portion, and $ 263 was reported in other long-term liabilities on the Company’s consolidated balance sheets.

The increase in contract liabilities was primarily due to the increase in subscription-based contracts.

Changes in contract liabilities were as follows:

Balance at the beginning of the year

Balance as of December 31

Contract liabilities recorded during the year

Revenue recognized during the year

Balance at the end of the year

Revenue recognized during the period

Balance as of December 31

Remaining Performance Obligations

2 unchanged sentences

As of December 31, 2023, the amount not yet recognized as revenue from these commitments was $ 198,056 .

The Company expects to recognize 39 % of these future commitments over the next 12 months and the remaining 61 % thereafter as revenue when the performance obligations are met.

The Company expects to recognize as revenue 40 % of these future commitments over the next 12 months, 20 % over the next 13 to 24 months, 18 % over the next 25 to 36 months, and the remaining 22 % thereafter as the performance obligations are met.

Other Balance Sheet Components

1 unchanged sentence

Technology and other prepaid contracts

Notes receivable

Prepaid insurance

13 unchanged sentences

Satellite, launch and ground station work in progress

Finished satellites not in-service

Finished satellites not yet placed in-service

Property and equipment, net

Depreciation and amortization expense related to property and equipment for the years ended December 31, 2023 and 2022 was $ 14,711 and $ 11,771 , respectively.

For the year ended December 31, 2022 there was a $ 549 loss from decommissioned satellites.

For the years ended December 31, 2023 and 2022 there was a loss from decommissioned satellites $ 747 and $ 549 , respectively.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

(In thousands, except shares and per share data, unless otherwise noted)

Other accrued expenses consisted of the following:

Professional services

Operating lease liabilities, current

Professional services

Third-party operating costs

1 unchanged sentence

Accrued interest

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2022 and 2021

(In thousands, except shares and per share data, unless otherwise noted)

Other accrued expenses

Goodwill and Intangible Assets

4 unchanged sentences

Intangible assets consisted of the following:

December 31, 2023

Gross Carrying Amount

Accumulated Amortization

Customer relationships

Developed technology

December 31, 2022

Gross Carrying Amount

Accumulated Amortization

As part of the Acquisition, the Company acquired intangible assets for a total of $ 43,621 in November 2021.

As of December 31, 2022, the weighted-average amortization period for customer relationships and developed technology was 10.9 years, trade names was 3.9 years, and patents and FCC licenses was 7.0 years.

Amortization expense related to intangible assets for the years ended December 31, 2022 and 2021, was $ 6,570 an d $ 666 , respectively.

During the years ended December 31, 2022 and 2021, the Company recognized im pairment charges o f $ 72 and $ 91 , respectively, for intangible assets relating to patent costs which are included in other expense, net in the consolidated statements of operations.

The patents asset balance as of December 31, 2022 and 2021 includes $ 57 and $ 196 of capitalized patent costs, respectively, that will begin amortization upon the issuance of an official patent right to the Company.

Customer relationships

Developed technology

As of December 31, 2023, the weighted-average amortization period for customer relationships and developed technology w as 9.9 years, trade names was 2.9 years, and patents and FCC licenses was 6.4 years.

Amorti zation expense related to intangible assets for the years ended December 31, 2023 and 2022 w as $ 3,518 and $ 6,570 , respectively.

During the year ended December 31, 2023 the Company did no t recognize any impairment charges and during the year ended December 31, 2022, the Company recognized impairment charges o f $ 72 for intangible assets relating to patent costs which are included in other expense, net in the consolidated statements of operations.

The patents asset balance as of each of December 31, 2023 and 2022 included $ 57 of capitalized patent costs that will begin amortization upon the issuance of an official patent right to the Company.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

(In thousands, except shares and per share data, unless otherwise noted)

As of December 31, 2023, the expected future amortization expense of intangible assets is as follows:

1 unchanged sentence

Capitalized patent costs, unissued

Long-Term Debt and Convertible Notes

Long-Term Debt

Long-term debt consisted of the following:

3 unchanged sentences

Non-current portion of long-term debt

The Company recorded $ 13,955 and $ 8,368 of interest expense which included amortization of deferred issuance costs of $ 3,781 and $ 3,471 from long-term debt for the years ended December 31, 2022 and 2021, respectively.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2022 and 2021

(In thousands, except shares and per share data, unless otherwise noted)

The Company record ed $ 19,032 and $ 13,955 of interest expense, which included amortization of deferred issuance costs of $ 2,337 and $ 3,781 from long-term debt for the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023, the scheduled principal payments of long-term debt was as follows:

Years ending December 31,

Total debt payments

Blue Torch Credit Agreement

On June 13, 2022, the Company, as borrower, and Spire Global Subsidiary, Inc.

and Austin Satellite Design, LLC, as guarantors, entered into a Financing Agreement (the “Blue Torch Financing Agreement”) with Blue Torch Finance LLC, a Delaware limited liability company (“Blue Torch”), as administrative agent and collateral agent, and certain lenders (the “Lenders”).

The Blue Torch Financing Agreement provides for, among other things, a term loan facility in an aggregate principal amount of up to $ 120,000 (the “Blue Torch Credit Facility”).

A portion of the proceeds of the term loan was used to repay the Company’s then-existing $ 70,000 credit facility with FP Credit Partners, L.P., and the remainder of the proceeds of the term loan may be used for general corporate purposes.

The Blue Torch Credit Facility is scheduled to mature on June 13, 2026, upon which the Company must repay the outstanding principal amount of any outstanding loans thereunder, together with all accrued but unpaid interest, fees and other obligations owing under the Blue Torch Credit Facility.

Subject to certain exceptions, prepayments of the Blue Torch Credit Facility will be subject to early termination fees in an amount equal to 3.0% of the principal prepaid if prepayment occurs on or prior to the first anniversary of the closing date, 2.0% of principal prepaid if prepayment occurs after the first anniversary of the closing date but on or prior to the second anniversary of the closing date and 1.0% of principal prepaid if prepayment occurs after the second anniversary of the closing date but on or prior to the third anniversary of the closing date, plus if prepayment occurs on or prior to the first anniversary of the closing date, a make-whole amount equal to the amount of interest that would have otherwise been payable through the maturity date of the Blue Torch Credit Facility.

The Blue Torch Financing Agreement provides for, among other things, a term loan facility in an aggregate principal amount of up to $ 120,000 (the “Blue Torch Credit Facility”).

The Blue Torch Credit Facility is scheduled to mature on June 13, 2026.

Subject to certain exceptions, prepayments of principal under the Blue Torch Credit Facility will be subject to early termination fees in the amount of 3.0%, 2.0% and 1.0% of the principal prepaid if prepayment occurs within the first, second and third years following the closing date, respectively, plus if prepayment occurs on or prior to the first anniversary of the closing date, a make-whole amount equal to the amount of interest that would have otherwise been payable through the maturity date of the Blue Torch Credit Facility.

The $120,000 term loan was available and drawn at closing, of which $19,735 was placed in an escrow account by Blue Torch with such amount to be released upon the Company achieving certain metrics related to annualized recurring revenue and a total annualized recurring revenue leverage ratio.

These metrics were achieved and the $19,735 was released from the escrow account and delivered to the Company in February 2023 (Note 16).

These metrics were achieved and the $19,735 was released from the escrow account and delivered to the Company in February 2023.

The term loan accrues interest at a floating rate, to be based, at the Company's election, on either a reference rate or a 3-month Term Secured Overnight Financing Rate ("SOFR") (subject to a 1.0% floor), plus an interest rate margin of 7.0% for reference rate borrowings and 8.0% for 3-month Term SOFR borrowings, plus an incremental Term SOFR margin of 0.26161%.

The Company elected the Term SOFR rate which was 13.6408 % as of December 31, 2023.

Principal on the term loan is only payable at maturity and interest on the term loan is due and payable monthly for reference rate borrowings and quarterly for Term SOFR borrowings.

The Company is also required to pay other customary fees and costs in connection with the Blue Torch Credit Facility, including a commitment fee in an amount equal to $ 2,400 on the closing date, a $ 250 agency fee annually and an exit fee in an amount equal to $ 1,800 upon termination of the Blue Torch Financing Agreement.

The Company’s obligations under the Blue Torch Financing Agreement are or will be guaranteed by certain of its domestic and foreign subsidiaries meeting materiality thresholds set forth in the Blue Torch Financing Agreement.

Such obligations, including the guarantees, are secured by substantially all of the personal property of the Company and the Company's subsidiary guarantors, including pursuant to a Security Agreement entered into on June 13, 2022 among the Company, Spire Global Subsidiary, Inc., Austin Satellite Design, LLC and Blue Torch.

As of the closing date, such subsidiary guarantors were Spire Global Subsidiary, Inc., Austin Satellite Design, LLC, Spire Global Canada Subsidiary Corp.

and exactEarth Ltd.

The Blue Torch Financing Agreement contains customary affirmative covenants and customary negative covenants limiting the Company's ability and the ability of its subsidiaries to, among other things, dispose of assets, undergo a change in control, merge or consolidate, make acquisitions, incur debt, incur liens, pay dividends, repurchase stock and make investments, in each case subject to certain exceptions.

The Company must also comply with a maximum debt to annualized recurring revenue leverage ratio financial covenant tested monthly during the first two years of the Blue Torch Financing Agreement, a maximum debt to EBITDA leverage ratio financial covenant tested monthly during the third and fourth years of the Blue Torch Financing Agreement and a minimum liquidity financial covenant tested at all times.

The Blue Torch Financing Agreement also contains customary events of default that include, among other things, certain payment defaults, cross defaults to other indebtedness, inaccuracy of representations and warranties, covenant defaults, change of control defaults, judgment defaults, and bankruptcy and insolvency defaults.

If an event of default exists, Blue Torch as agent on behalf of the Lenders may require immediate payment of all obligations under the Blue Torch Financing Agreement and may exercise certain other rights and remedies provided for under the Blue Torch Financing Agreement, the other loan documents and applicable law.

Under certain circumstances, a default interest rate will apply on all obligations during the existence of an event of default under the Blue Torch Financing Agreement at a per annum rate equal to 2.00 % above the applicable interest rate.

On June 13, 2022, in connection with the Blue Torch Financing Agreement, the Company granted warrants to affiliates of the Lenders to purchase fully paid and non-assessable shares of Class A common stock (the “Blue Torch Warrants”), which are exercisable for an aggregate of 3,496,205 shares of the Company’s Class A common stock with a per share exercise price of $ 2.01 .

In addition, on June 13, 2022, in connection with the closing of the financing, the Company paid Urgent Capital LLC, a Delaware limited liability company, a fee for introducing the Company to the Lenders, for the purpose of loan financing, in the amount equal to $ 600 in cash and a warrant to purchase fully paid and non-assessable shares of Class A common stock (the “GPO Warrant”

and, collectively with the Blue Torch Warrants, the “Credit Agreement Warrants”), which is exercisable for an aggregate of 198,675 shares of the Company's Class A common stock with a per share exercise price of $ 2.01 .

Principal on the term loan is only payable at maturity and interest on the term loan is due and payable quarterly for Term SOFR borrowings.

Spire Global, Inc.

2 unchanged sentences

(In thousands, except shares and per share data, unless otherwise noted)

The Company evaluated the Credit Agreement Warrants and concluded that they do not meet the criteria to be classified within stockholders’

fee of $ 1,800 upon termination of the Blue Torch Financing Agreement.

On September 27, 2023, the Company entered into the Waiver and Amendment No.

2 to Financing Agreement (the “Waiver and Amendment”) with Blue Torch and the Lenders, which amends the Blue Torch Financing Agreement to (a) waive an event of default under the Blue Torch Financing Agreement arising out of the total annualized recurring revenue leverage ratio being greater than the permitted ratio, (b) amend the financial covenants to provide covenant relief from the maximum debt to annualized recurring revenue leverage ratio and the maximum debt to EBITDA leverage ratio set forth in the Blue Torch Financing Agreement for future periods, and (c) provide for a second amendment exit fee.

The second amendment exit fee is $ 1,800 (which is an amount equal to one and a half percent ( 1.50 %) of the aggregate outstanding principal balance of the term loans on the effective date of the Waiver and Amendment), bears interest from the date of the Waiver and Amendment at the Adjusted Term SOFR for a 3-month interest period plus the applicable margin under the Financing Agreement, and is payable by the Company in cash upon the termination of the Blue Torch Financing Agreement, either as a result of acceleration of the loans or at the final maturity date.

The Waiver and Amendment required a repayment by the Company of $ 2,500 of the outstanding principal balance of the term loans and a prepayment premium of $ 50 , which were paid on October 2, 2023.

The Waiver and Amendment also requires additional reporting if the Company’s liquidity level is less than $ 35,000 at any time during a month and revises the minimum liquidity covenant to require liquidity of at least $ 30,000 at all times, commencing on September 30, 2023, which in both cases represent a $ 5,000 incremental change from the original requirements.

The Company was in compliance with all applicable financial covenants as of December 31, 2023.

In addition, in connection with the closing of the financing, the Company paid Urgent Capital LLC, a Delaware limited liability company, a fee for introducing the Company to the Lenders, for the purpose of loan financing, in the amount equal to $ 600 in cash and a warrant to purchase 24,834 fully paid and non-assessable shares of the Company's Class A common stock with a per share exercise price of $ 16.88 (the “Urgent Warrants”).

On September 27, 2023, in connection with the Waiver and Amendment, the Company and certain affiliates of Blue Torch amended and restated the 2022 Blue Torch Warrants to reduce the per share exercise price from $ 16.08 to $ 5.44 .

The Company also concurrently issued new warrants to certain Blue Torch affiliates that are exercisable for an additional 597,082 shares of the Company’s Class A common stock at a per share exercise price of $ 5.44 (the “2023 Blue Torch Warrants" and together with the 2022 Blue Torch Warrants and the Urgent Warrants, the “Credit Agreement Warrants”).

The Company evaluated the Credit Agreement Warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity.

The agreements governing the Credit Agreement Warrants include a provision that could result in a different settlement value for the Credit Agreement Warrants depending on their holder.

The exercise price is $ 2.01 per share subject to standard stock split, dividend, and routine anti-dilution adjustment provisions.

Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s Class A common stock, the Credit Agreement Warrants are not considered to be indexed to the Company’s Class A common stock.

As the Credit Agreement Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheets at fair value (Note 10) based on the Black-Scholes model as of June 13, 2022 with inputs that include the Company’s Class A common stock price in an actively traded market, making this fair value classified as a Level 2 financial instrument.

As the Credit Agreement Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the consolidated balance sheets at fair value (Note 8) based on the Black-Scholes model as of June 13, 2022 and September 27, 2023 with inputs that include the Company’s Class A common stock price in an actively traded market, making this fair value classified as a Level 2 financial instrument.

The other significant assumptions used in the model are the exercise price, expected term, volatility, interest rate, and dividend yield.

5 unchanged sentences

The number of shares for which the Credit Agreement Warrants are exercisable and the associated exercise price are subject to certain proportional adjustments as set forth in the Credit Agreement Warrants.

FP Term Loan Facility

On April 15, 2021, the Company entered into a credit agreement with FP Credit Partners, L.P., as agent for several lenders (the “FP Lenders”), for a $ 70,000 term loan facility (as amended on May 17, 2021, the “FP Term Loan”).

The FP Term Loan included covenants that limited the Company’s ability to, among other things, make investments, dispose of assets, consummate mergers and acquisitions, incur additional indebtedness, grant liens, enter into transactions with affiliates, or pay dividends or other distributions without preapproval by the FP Lenders.

The Company was required to maintain minimum unrestricted cash of at least $ 15,000 as of each fiscal quarter end, except for the quarter immediately following the first quarter where the Company reports positive earnings before interest, taxes, depreciation, and amortization (EBITDA), until the closing of a qualifying initial public offering (IPO), which included the Merger.

On June 13, 2022, the Company repaid in full all obligations and all amounts borrowed, and all obligations have terminated, under the FP Term Loan, which was replaced by the Blue Torch Financing Agreement.

The outstanding principal and interest under the FP Term Loan in an aggregate amount equal to approximately $ 72,835 was repaid with proceeds of the term loan under the Blue Torch Credit Facility.

The Company recognized $ 22,510 as a loss on extinguishment of debt on the consolidated statements of operations during the year ended December 31, 2022, upon extinguishing the FP Term Loan facility.

The Company incurred no early termination penalties in connection with the termination of the FP Term Loan.

During the year ended December 31, 2021, the Company recognized $ 4,954 as a loss on extinguishment of debt in the consolidated statements of operations, resulting from cash settlement of then-existing loan facilities from European Investment Bank and Eastward Fund Management, LLC using the proceeds received from the FP Term Loan facility.

The loss on extinguishment of debt was partially offset by a $ 1,699 gain from extinguishment of debt resulting from the U.S.

government’s forgiveness of the Company’s loan under the Paycheck Protection Program established as part of the Coronavirus Aid, Relief, and Economic Security Act.

Government Loan

In November 2021, the Company completed the Acquisition and assumed an interest free loan agreement with the Strategic Innovation Fund ("SIF") which was recorded at an amount equal to the proceeds received.

As of December 31, 2022 and 2021, $ 4,857 and $ 4,464 , respectively, was included in long-term debt, non-current on the consolidated balance sheets related to the SIF loan agreement.

Under this agreement and subsequent amendment, the Company is eligible to receive funding for certain expenditures incurred from February 13, 2018 to May 12, 2023 to a maximum of $ 5,701 .

Any amount outstanding under this loan is repayable in 15 annual payments beginning February 28, 2026.

Convertible Notes

Between July 2019 and October 2020, the Company entered into several subordinated convertible note purchase agreements for gross proceeds totaling $ 42,884 (the “2019 and 2020 Convertible Notes”).

The 2019 and 2020 Convertible Notes accrued interest at 8 % per annum, compounded quarterly.

The accretion of the carrying value of the Convertible Notes for the additional balloon payment was recorded as additional interest expense over the term of the 2019 and 2020 Convertible Notes.

In connection with securing the 2019 and 2020 Convertible

Spire Global, Inc.

2 unchanged sentences

(In thousands, except shares and per share data, unless otherwise noted)

Notes, the Company incurred debt issuance costs of $ 392 that were recorded as a deduction of the carrying amount of convertible debt and were being amortized to interest expense over the term of the 2019 and 2020 Convertible Notes.

From January 2021 through February 2021, the Company issued and sold several convertible promissory notes in the aggregate amount of $ 20,000 (the “2021 Convertible Notes”, and together with the 2019 and 2020 Convertible Notes, the “Convertible Notes”).

The 2021 Convertible Notes would have matured four years from the date of issuance and accrued interest at 8 % per annum, compounded quarterly.

In connection with securing the 2021 Convertible Notes, the Company incurred debt issuance costs of $ 62 that were recorded as a deduction of the carrying amount of convertible debt and were amortized to interest expense over the life of the 2021 Convertible Notes.

Conversion of the 2019, 2020 and 2021 Convertible Notes could be automatic based on events such as an IPO by the Company or voluntary based on events such as a change of control or maturity.

Immediately prior to the effective time of the Merger, the Convertible Notes were automatically converted into shares of Legacy Spire Common Stock.

The conversion ratio to Legacy Spire Common Stock for the 2019 and 2020 Convertible Notes was 2.4808 whereas the conversion ratio to Legacy Spire Common Stock for the 2021 Convertible Notes was 13.6466 .

This conversion then gave the right to receive shares of New Spire Class A common stock equal to the number of shares of Legacy Spire Common Stock received from such conversion multiplied exchange ratio of 1.7058 .

After the conversion of the Convertible Notes, the balloon interest accrual of $ 1,698 was reversed in August 2021, which was only payable upon full maturity of the Convertible Notes.

The Company recorded $ 2,103 of interest expense on the Convertible Notes for the year ended December 31, 2021 and no interest expense was recorded for the year ended.

December 31, 2022.

The Company adopted ASC 842 on January 1, 2022 and included below is the Company's accounting policy for lessee accounting.

The Company leases office facilities, ground station facilities, and office equipment.

At the inception of a contract, the Company determines whether the contract is or contains a lease.

Leases are classified as operating or finance leases at the commencement date of the lease.

Operating leases with a term greater than one year are recognized on the consolidated balance sheet as ROU assets and lease liabilities, which are reported as separate line items.

Lease liabilities are classified between current and long-term liabilities based on the portion of the total payments that are due in the next 12 months that are attributed to principal payments.

The Company does not currently have any leases that are classified as finance leases.

The Company has elected the short-term leases practical expedient which allows any leases with a term of 12 months or less to be considered short-term and thus will not have an ROU asset or lease liability recognized on the balance sheet in respect of such leases.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the lease commencement date.

As these leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

The incremental borrowing rate is the rate incurred to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment.

Operating lease ROU assets also include any lease payments made in advance of lease expense and excludes lease incentives and initial direct costs incurred.

Lease terms may include options to extend or terminate the leases, which the Company does not include in its minimum lease terms unless the options are reasonably certain to be exercised.

The majority of office facilities leases have an initial non-cancelable term of one to ten years with several renewal options that can extend the lease term from three to ten years .

Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

ROU assets are subject to evaluation for impairment of disposal on a basis consistent with other long-lived assets.

The amortization period for a ROU asset is from the lease commencement date to the earlier of the end of the lease term or the end of the useful life of the asset.

The Company has lease agreements with lease and non-lease components which the Company has elected to account for as a single lease component.

The Company's lease agreements do not contain any material residual value guarantees.

Lease expenses for the year ended December 31, 2022 were $ 3,409 .

Aggregate variable lease expenses and short-term lease expenses were $ 548 for the year ended December 31, 2022.

Government Loan

Under this agreement and subsequent amendment, the Company was eligible to receive funding for certain expenditures incurred from February 13, 2018 to May 12, 2023, up to a maximum of $ 5,701 .

As of December 31, 2023 and 20 22, $ 5,128 and $ 4,857 , re spectively, was included in long-term debt, non-current on the consolidated balance sheets related to the SIF loan agreement.

Any amount outstanding under this loan is repayable in 15 annual payments beginning February 28, 2026 and has a stated interest rate of zero.

Lease expenses for the years ended December 31, 2023 and 2022 were $ 4,172 and $ 3,409 , respectively .

Aggregate variable lease expenses and short-term lease expenses were $ 613 and $ 548 , fo r the years ended December 31, 2023 and 2022, respectively.

The following table provides the required information regarding the Company's leases for which the Company is the lessee:

As of December 31, 2022

As of January 1, 2022

Total ROU assets

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Weighted-average discount rate

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2022 and 2021

(In thousands, except shares and per share data, unless otherwise noted)

The majority of the Company's ROU assets and lease liabilities, approximate ly 80 %, relate to office facilities leases, with the remaining amounts representing primarily ground station leases.

Approximately 80 % of the Company's right-of-use (“ROU”) assets and lease liabilities relate to office facilities leases, with the remaining amounts representing primarily ground station leases.

As of December 31, 2023, the maturity of operating leases are as follows:

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Present value of lease liabilities

Operating cash flows paid included in the measurement of operating lease liabilities for the year ended December 31, 2022 was $ 1,632 and was included in net cash used in operating activities in the consolidated statements of cash flows.

Amortization of ROU assets was $ 2,344 for the year ended December 31, 2022.

Information as of December 31, 2021 under historical lease accounting guidance:

Although the Company has adopted ASC 842 using the modified retrospective approach, prior periods presented in the Company's consolidated financial statements continue to be in accordance with the former lease standard, ASC 840, Leases.

These disclosures include:

Under the previous lease standard, the Company leases office facilities and sites for its ground stations under noncancelable operating leases.

As of December 31, 2021, these leases expire at various dates through 2029.

Rent expense, including ground station leases, for the year ended December 31, 2021 was $ 3,313 .

Future minimum lease payments under noncancelable operating leases that have initial or remaining noncancelable lease terms greater than one year as of December 31, 2021 are as follows:

Years ending December 31,

Operating cash flows paid included in the measurement of operating lease liabilities for the years ended December 31, 2023 and 2022 were $ 2,782 and $ 1,632 , respectively, and were included in net cash used in operating activities in the consolidated statements of cash flows.

Amortization of ROU assets was $ 2,928 and $ 2,344 for the years ended December 31, 2023 and 2022, respectively.

Spire Global, Inc.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present the Company’s fair value hierarchy for its financial instruments that are measured at fair value on a recurring basis:

December 31, 2023

1 unchanged sentence

Money market funds

Marketable securities:

treasury bills and bonds

Commercial paper

government and agency securities

Long-term liabilities:

Credit Agreement Warrants

Contingent earnout liability

December 31, 2022

Cash and cash equivalents:

Money market funds

Commercial paper

Marketable securities:

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Contingent earnout liability

December 31, 2021 (1)

Long-term liabilities:

Public Warrants

Private Warrants

Contingent earnout liability

(1) There were no cash equivalents or marketable securities as of December 31, 2021.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

(In thousands, except shares and per share data, unless otherwise noted)

Financial Assets

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Public and Private Placement Warrants

In November 2022, the Company announced the commencement of an exchange offer (the "Offer") and consent solicitation relating to all holders of the Public Warrants and Private Warrants ("Warrants") to receive 0.2 shares of Class A common stock in exchange for each outstanding Warrant tendered by the holder.

The Company assumed 1,437,499 publicly-traded warrants (“Public Warrants”) and 825,000 private placement warrants issued by NavSight (“Private Warrants” and, together with the Public Warrants, the “Warrants”) upon the Merger, all of which were issued in connection with NavSight’s initial public offering and entitled the holder to purchase one share of the Company’s Class A common stock at an exercise price of $ 92.00 per share.

The fair value of the Public Warrants was based on the quoted market price and was classified as a Level 1 financial instrument.

In November 2022, the Company announced the commencement of an exchange offer (the "Offer") and consent solicitation relating to all holders of the Warrants to receive 0.2 shares of Class A common stock in exchange for each outstanding Warrant tendered by the holder.

On December 19, 2022, a total of 2,069,561 Warrants were tendered and exchanged for 413,910 shares of Class A common stock.

Concurrently with the Offer, the Company also solicited consents from holders of the Public Warrants to amend the Warrant Agreement to permit the Company to require that each Warrant that is outstanding upon the closing of the Offer be exchanged for 0.18 shares of Class A common stock, which is a ratio 10 % less than the exchange ratio applicable to the Offer (such amendment, the “Warrant Amendment”).

Because consents were received from holders of more than 65 % of the Company’s outstanding Public Warrants, the Warrant Amendment was approved.

On December 19, 2022, the Company exercised its right to acquire and retire all remaining outstanding Warrants in exchange for shares of Class A common stock in accordance with the terms of the Warrant Amendment, which occurred on January 4, 2023 (Note 16).

Public Warrants

The Company assumed 11,499,992 publicly-traded warrants (“Public Warrants”) upon the Merger, all of which were issued in connection with

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2022 and 2021

(In thousands, except shares and per share data, unless otherwise noted)

NavSight’s initial public offering and entitled the holder to purchase one share of the Company’s Class A common stock at an exercise price of $ 11.50 per share.

The fair value of the Public Warrants is based on the quoted market price and is classified as a Level 1 financial instrument.

On December 19, 2022, a total of 9,956,489 Public Warrants were tendered for 1,991,298 shares of the Company's Class A common stock.

On the same day, the Company exercised its right, pursuant to the Warrant Amendment, to acquire and retire all remaining outstanding Public Warrants in exchange for shares of Class A common stock in accordance with the terms of the Warrant Amendment, which occurred on January 4, 2023.

Private Placement Warrants

The Company assumed 6,600,000 private placement warrants issued by NavSight (“Private Warrants”) upon the Merger, all of which were issued in connection with NavSight’s initial public offering and entitled the holder to purchase one share of the Company’s Class A common stock at an exercise price of $ 11.50 per share.

The Private Warrants are non-redeemable for cash so long as they are held by the initial purchasers or their permitted transferees.

The fair value of the Private Warrants is estimated using the Black-Scholes model with inputs that include the Company’s stock price in an actively traded market, making this fair value classified as a Level 2 financial instrument.

The other significant assumptions used in the model are the exercise price, expected term, volatility, interest rate, and expected dividend yield.

On December 19, 2022, a total of 6,600,000 Private Warrants were tendered for 1,320,000 shares of the Company's Class A common stock.

The table below quantifies the significant inputs used for the Private Warrants:

Fair value of the Company’s Class A common stock

Exercise price

Risk-free interest rate

Expected volatility factor

Expected dividend yield

Remaining contractual term (in years)

Concurrently with the Offer, the Company also solicited consents from holders of the Public Warrants to amend the Warrant Agreement to permit the Company to require that each Warrant that was outstanding upon the closing of the Offer be exchanged for 0.18 shares of Class A common stock, which is a ratio 10 % less than the exchange ratio applicable to the Offer (such amendment, the “Warrant Amendment”).

Because consents were received from holders of more than 65 % of the Company’s outstanding Public Warrants, the Warrant Amendment was approved.

On December 19, 2022, the Company exercised its right to acquire and retire all remaining outstanding Public Warrants in exchange for shares of Class A common stock in accordance with the terms of the Warrant Amendment.

The remaining 192,936 Public Warrants were exchanged on January 4, 2023 for 34,728 shares of the Company's Class A common stock.

Following the exchange, none of the Warrants remain outstanding.

Credit Agreement Warrants

In connection with the Blue Torch Financing Agreement, the Company issued the Blue Torch Warrants, which are exercisable for an aggregate of 3,496,205 shares of the Company’s Class A common stock with a per share exercise price of $ 2.01 .

Additionally, in connection with the closing of the financing, the Company issued the GPO Warrant, which is exercisable for an aggregate of 198,675 shares of the Company's Class A common stock with a per share exercise price of $ 2.01 .

The fair value of the Credit Agreement Warrants is estimated using the Black-Scholes model with inputs that include the Company’s Class A common stock price in an actively traded market, making this fair value classified as a Level 2 financial instrument.

The Company also concurrently issued new warrants to those affiliates that are exercisable for an additional 597,082 shares of the Company’s Class A common stock at a per share exercise price of $ 5.44 (the “2023 Blue Torch Warrants").

The other significant assumptions used in the model are the exercise price, expected term, volatility, interest rate, and expected dividend yield.

The table below quantifies the significant inputs used for the Credit Agreement Warrants:

Fair value of the Company’s Class A common stock

Exercise price

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Remaining contractual term (in years)

Contingent Earnout Liability

In connection with the Merger, eligible Spire equity holders are entitled to receive additional shares of the Company's Class A common stock upon the achievement of certain earnout triggering events.

The estimated fair value of the contingent earnout liability is determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the earnout period, which is a period up to five years post-closing of the Merger, prioritizing the most reliable information available, making this fair value classified as a Level 3 liability.

The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current price of the Company’s Class A common stock, expected volatility, risk-free interest rate, expected term and expected dividend yield.

Spire Global, Inc.

2 unchanged sentences

(In thousands, except shares and per share data, unless otherwise noted)

Contingent Earnout Liability

In connection with the Merger, eligible Spire equity holders are entitled to receive additional shares of the Company's Class A common stock upon the achievement of certain earnout triggering events.

The table below quantifies the significant inputs used for the contingent earnout liability:

Fair value of the Company’s Class A common stock

Risk-free interest rate

3 unchanged sentences

August 16, 2026

The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis:

Fair value as of December 31, 2022

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Fair value as of December 31, 2023

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

(In thousands, except shares and per share data, unless otherwise noted)

Cash and Cash Equivalents and Marketable Securities

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Money market funds

Marketable Securities:

treasury bills and bonds

Commercial paper

government and agency securities

December 31, 2022

Amortized Cost

Unrealized Gains

Unrealized Losses

Cash and cash equivalents:

Cash equivalents:

Money market funds

Commercial paper

Marketable Securities:

3 unchanged sentences

government and agency securities

There were no cash equivalents or marketable securities as of December 31, 2021.

The following table represents amortized cost and estimated fair value of marketable securities, by contractual maturity:

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The Company evaluates securities for impairment at the end of each reporting period.

The Company did not record any impairment charges related to its available-for-sale securities during the year ended December 31, 2022.

The Company did not record any impairment charges related to its available-for-sale securities during the years ended December 31, 2023 and 2022.

Commitments and Contingencies

L3Harris Commitment

In conjunction with the Acquisition, the Company acquired the agreement with L3Harris ("L3Harris Agreement") to receive satellite automatic identification system ("S-AIS") data from the L3Harris AppStar payloads on-board Iridium NEXT Constellation, Iridium's Real-Time Second-Generation satellite constellation with 58 AppStar payloads.

Under the Amended and Restated L3Harris Agreement dated January 21, 2020

In conjunction with the Acquisition, the Company acquired the agreement (the "L3Harris Agreement") with L3Harris Technologies, Inc.

("L3Harris") to receive satellite automatic identification system ("S-AIS") data from the L3Harris AppStar payloads on-board Iridium NEXT Constellation, Iridium's Real-Time Second-Generation satellite constellation with 58 AppStar payloads.

Under the Amended and Restated

Spire Global, Inc.

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(In thousands, except shares and per share data, unless otherwise noted)

("A&R L3Harris Agreement"), the Company incurs a fixed fee of $ 358 per month.

The A&R L3Harris Agreement concludes on August 7, 2031.

L3Harris Agreement dated January 21, 2020 (the "A&R L3Harris Agreement"), the Company incurs a fixed fee of $ 358 per month.

The A&R L3Harris Agreement expires on August 7, 2031.

Under the A&R L3Harris Agreement, the Company will pay a 30 % share of S-AIS data revenues for the portion of exactEarth annual S-AIS data revenue which is in excess of $ 16,000 .

No revenue share was owed to L3Harris under the A&R L3Harris Agreement, with respect to AIS Analytics sales, during the years ended December 31, 2023 and 2022.

For the years ended December 31, 2022 and 2021, $ 5,045 and $ 417 was recognized in cost of revenue in the consolidated statements of operations for the initial costs incurred to acquire exclusive access rights to data generated from satellites.

For the years ended December 31, 2023 and 2022, $ 5,059 and $ 5,045 was recognized in cost of revenue in the consolidated statements of operations for the exclusive access rights to data generated from satellites.

The following table summarizes the operational fees commitment under the A&R L3Harris Agreement, which includes the fixed payments to L3Harris:

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At times, the Company is party to various claims and legal actions arising in the normal course of business.

Although the ultimate outcome of these matters is not presently determinable, management believes that the resolution of all such pending matters, will not have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows;

however, there can be no assurance that the ultimate resolution of these matters will not have a material impact on the Company’s consolidated financial statements in any period.

Although the ultimate outcome of these matters is not presently determinable, management believes that the resolution of all such pending matters, based on an assessment of the current facts and circumstances, will not have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows;

however, there can be no assurance that the ultimate resolution of these matters will not have a material impact on the Company’s consolidated financial statements in any period.

Stock-Based Compensation

In December 2012, the Company adopted the 2012 Stock Option and Grant Plan (the “2012 Plan”) under which the Company may grant stock options to purchase shares of its common stock to certain employees and nonemployees of the Company.

The 2012 Plan was terminated as of the Closing, and accordingly, no additional awards will be granted under the 2012 Plan thereafter.

In connection with the Closing, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (“2021 ESPP”).

The number of shares available for issuance under the 2021 Plan will be increased on the first day of each fiscal year, beginning on January 1, 2022, in an amount equal to the lesser of (i) 23,951,000 shares of Class A common stock, (ii) a number of shares of Class A common stock equal to 5 % of the total number of shares of all of Class A common stock outstanding as of the last day of the immediately preceding fiscal year, or (iii) such number of shares of Class A common stock as the Company’s board of directors or its designated committee may determine no later than the last day of the immediately preceding fiscal year.

In connection with the Closing, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (“2021 ESPP”).

The number of shares available for issuance under the 2021 Plan is increased on the first day of each fiscal year, beginning on January 1, 2022, in an amount equal to the lesser of (i) 2,994,000 shares of Class A common stock, (ii) a number of shares of Class A common stock equal to 5 % of the total number of shares of all of Class A common stock outstanding as of the last day of the immediately preceding fiscal year, or (iii) such number of shares of Class A common stock as the Company’s board of directors or its designated committee may determine no later than the last day of the immediately preceding fiscal year.

The 2021 Plan permits the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards to employees, directors, or consultants under the 2021 Plan.

The 2021 ESPP, the Company can grant stock options to employees to purchase shares of Class A common stock at a purchase price which equals to 85 % of the lower of (i) the fair market value of common stock on the first trading day of the offering period or (ii) the fair market value of common stock on the exercise date.

Under the 2021 ESPP, the Company can grant stock options to employees to purchase shares of Class A common stock at a purchase price which equals 85 % of the lower of (i) the fair market value of Class A common stock on the first trading day of the offering period or (ii) the fair market value of Class A common stock on the exercise date.

As of December 31, 2023, 717,543 and 532,686 shares were available for grant under the 2021 Plan and 2021 ESPP, respectively.

The following table summarizes stock option activity under the 2021 Plan and the 2012 Plan:

The following table summarizes stock option activity under the Company's equity compensation plans:

Options outstanding as of December 31, 2022

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Exercisable at December 31, 2023

The Company’s option award quantities and prices prior to the Merger have been retroactively restated to reflect the exchange ratio of

The aggregate intrinsic value of options exercised during 2023 and 2022, was $ 1 a nd $ 483 , respectively.

The aggregate fair value of options vested during 2023 and 2022 wa s $ 3,729 and $ 6,072 , respectively.

The Company receive d $ 3 and $ 806 in cash proceeds from options exercised during the years ended December 31, 2023 and 2022, respectively.

The weighted-average grant date fair value of options granted for the years ending December 31, 2023 and 2022 was $ 2.77 and $ 0.95 , respectively.

The aggregate intrinsic value of options outstanding as of

Spire Global, Inc.

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(In thousands, except shares and per share data, unless otherwise noted)

approximately 1.8282 established in the Merger as described in Note 3.

The aggregate intrinsic value of options exercised as of December 31, 2022 and 2021, was $ 483 and $ 5,339 , respectively.

The aggregate fair value of options vested as of December 31, 2022 and 2021 wa s $ 6,072 and $ 3,908 , respectively.

The Company received $ 806 and $ 1,289 in cash proceeds from options exercised during the years ended December 31, 2022 and 2021, respectively.

The weighted-average grant date fair value of options granted for the years ending December 31, 2022 and 2021 was $ 0.95 and $ 2.92 , respectively.

The aggregate intrinsic value of options outstanding as of December 31, 2022 and 2021 was $ 200 and $ 26,865 , respectively.

The aggregate intrinsic value of options exercisable as of December 31, 2022 and 2021 was $ 200 and $ 18,639 , respectively.

December 31, 2023 and 2022 wa s $ 387 an d $ 200 , respectively.

The aggregate intrinsic value of options exercisable as of December 31, 2023 and 2022 wa s $ 236 a nd $ 200 , respectively.

The following table summarizes stock RSU activity under the 2021 Plan:

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Outstanding as of December 31, 2023

For RSUs with service-based vesting conditions, the fair value is calculated based upon the Company’s closing stock price on the date of grant, and the stock-based compensation expense is recognized over the four-year vesting period.

As of December 31, 2023, there was $ 19,407 of total unrecognized compensation expense related to options and RSUs expected to be recognized over a weighted average-period of 2.17 years.

The following table summarizes the components of total stock-based compensation expense based on roles and responsibilities of the employees within the consolidated statements of operations:

Year Ended December 31,

Years Ended December 31,

Cost of revenue

3 unchanged sentences

The fair value of stock-based compensation for stock options was estimated using the Black-Scholes option-pricing model requiring the use of subjective valuation assumptions and inputs, including the expected stock price volatility.

The Company’s options have characteristics significantly different from those of traded options, and changes in input assumptions can materially affect the fair value estimates.

Stock-based compensation expense for options is recognized over their respective vesting period, which ranges from one to four years .

2 unchanged sentences

Risk-free interest rate

0.6 % - 1.4 %

Expected volatility factor

66.9 % - 70.0 %

Expected option life

5.0 - 6.08 years

Expected dividend yield

3 unchanged sentences

(In thousands, except shares and per share data, unless otherwise noted)

Stockholders’

In August 2021, the Company’s Board of Directors approved the amended and restated certificate of incorporation which states the Company’s authority to issue 1,000,000,000 shares of Class A and 15,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

Stockholders’ Equity

The total number of shares of preferred stock authorized to be issued is 100,000,000 shares, par value $ 0.0001 per share, and no ne was outstanding as of December 31, 2023 and 2022.

2 unchanged sentences

Each holder of shares of Class A common stock will be entitled to one vote for each share of common stock held at all meetings of shareholders and each holder of shares of Class B common stock will be entitled to nine votes for each share of common stock held at all meetings of shareholders.

Prior to the Closing Date of the Merger, voting, dividend and liquidation rights of the holders of the common stock were subject to and qualified by the rights, powers, and preferences of the holders of the preferred stock.

Prior to the Closing of the Merger, voting, dividend and liquidation rights of the holders of the common stock were subject to and qualified by the rights, powers, and preferences of the holders of the preferred stock.

The holders of the common stock were entitled to one vote for each share of common stock held at all meetings of shareholders.

Dividends were issued to common stockholders only after holders of the preferred stock receive funds legally available in the amount equal to 8 % of the original issuance price per annum on each outstanding share of preferred stock.

Dividends were issued to common stockholders only after holders of the preferred stock received funds legally available in the amount equal to 8 % of the original issuance price per annum on each outstanding share of preferred stock.

In the event of liquidation, dissolution, distribution of assets or winding-up of the Company, the holders of common stock would receive payment on a pro rata basis on the number of shares held by each such holder, after the rights of the holders of the preferred stock have been satisfied.

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Total income tax provision

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

(In thousands, except shares and per share data, unless otherwise noted)

The following table presents a reconciliation of the federal statutory rate of 21 % to effective tax rate:

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State income taxes, net of federal benefit

exactEarth acquisition costs

Merger contingent fees

Contingent earnout liability

Non-deductible expenses and other

Research and development credits

Foreign rate differential

Contingent earnout

Stock-based compensation

UK R&D expenditure

GILTI inclusion

Deferred tax adjustments

Non-deductible expenses and other

Change in valuation allowance, net

Effective tax rate

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2022 and 2021

(In thousands, except shares and per share data, unless otherwise noted)

For 2023 and 2022, our effective tax rate differs from the amount computed by applying the statutory federal and state income tax rates to net loss before income tax, primarily as the result of state income taxes, R&D credits, foreign income taxes and changes in our valuation allowance.

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Research and development credit carryforward

Interest expense limitation carryforward

Stock-based compensation

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Foreign property and equipment and intangibles

Other accruals

Gross deferred tax liabilities

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As such, the Company has not recognized a deferred tax liability related to unremitted foreign earnings.

Realization of the deferred tax assets is dependent upon the generation of future taxable income, if any, the amount and timing of which are uncertain.

The Company could not conclude that it was more likely than not that tax benefits from operating losses would be realized and, accordingly, has provided a full valuation allowance against its Spire Global United States, Australia, Singapore, Luxemburg, and exactEarth Canada and UK deferred tax assets.

Realization of the deferred tax assets is dependent upon the generation of future taxable income, if any, the amount and timing of which is uncertain.

The Company could not conclude that it was more likely than not that tax benefits from operating losses would be realized and, accordingly, has provided a full valuation allowance against its Spire Global United States, Australia, Germany, Singapore, Luxemburg, exactEarth Canada and UK deferred tax assets.

There is no valuation allowance on Spire Global UK.

The valuation allowance as of December 31, 2021 was $ 74,558 , which increased to $ 102,480 a s of December 31, 2022.

The increase in the valuation allowance of $ 27,922 includes $ 1 re lated to the acquisition of exactEarth's deferred tax assets subjected to a valuation allowance through purchase accounting.

The remaining valuation allowance change of $ 27,921 is mostly related to current year losses.

At December 31, 2022, the Company had $ 251,889 and $ 102,954 of federal and state net operating losses available to reduce future taxable income, which will begin to expire in 2032 for federal and state tax purposes.

The valuation allowance as of December 31, 2022 was $ 102,480 , which increased to $ 113,503 as of December 31, 2023.

The increase in the valuation allowance of $ 11,023 is mostly related to current year losses.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

(In thousands, except shares and per share data, unless otherwise noted)

At December 31, 2023, the Company had $ 248,665 of fed eral net operating losses available to reduce future taxable income, which will begin to expire in 2032 .

Approximately $ 166,140 of federal net operating loss included above can be carried forward indefinitely.

At December 31, 2021, the Company ha d $ 189,313 and $ 64,739 of federal and state net operating losses available to reduce future taxable income.

The Company also has federal research and development tax credit carryforwards o f $ 3,732 a nd $ 3,332 as of December 31, 2022 and 2021, respectively.

These federal tax credits begin to expire in 2039.

The Company also had federal research and development tax credit carryforwards of $ 3,922, which will begin to expire in 2032, and federal interest limitation carryforwards of $ 20,486 which can be carried forward indefinitely.

At December 31, 2023, the Company had $ 81,656 of post-apportioned state net operating losses, which can be carried forward for periods that vary from five years to indefinitely.

The Company also had state interest limitation carryforwards of $ 10,337, which can be carried forward indefinitely.

The federal and state net operating loss carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383, respectively, of the Internal Revenue Code of 1986, as amended, and similar provisions under state law.

Under those sections of the Internal Revenue Code, if a corporation undergoes an “ownership change,”

the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research and development tax credits, to offset its post-change income or tax liability may be limited.

In general, an “ownership change”

will occur if there is a cumulative change in ownership by “5-percent shareholders”

that exceeds 50 percentage points over a rolling three-year period.

The Company has not yet undertaken an analysis of whether the Merger constitutes an “ownership change”

for purposes of Internal Revenue Code Section 382 and Section 383.

Under those sections of the Internal Revenue Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research and development tax credits, to offset its post-change income or tax liability may be limited.

In general, an “ownership change” will occur if there is a cumulative change in ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period.

The Company has not yet undertaken an analysis of whether the Merger constitutes an “ownership change” for purposes of Internal Revenue Code Section 382 and Section 383.

The Company may experience ownership changes in the future as a result of subsequent shifts in its stock ownership.

As of December 31, 2022, the Company had $ 16,350 , $ 3,125 , $ 18,631 , $ 232 and $ 84 of Luxembourg, Singapore, Canada, United Kingdom and Australia foreign net operating losses available to reduce future taxable income, which will begin to expire in 2035 for Luxembourg and in 2029 for Canada, while Singapore, United Kingdom and Australia have indefinite carry forward periods.

As of December 31, 2021, the Company had $ 12,063 , $ 2,685 , $ 16,793 and $ 188 of Luxembourg, Singapore, Canada and United Kingdom foreign net operating losses available to reduce future taxable income.

As of December 31, 2023, the Company had $ 160,689 o f foreign net operating losses available to reduce future taxable income, w hich will begin to expire in 2030 and can vary from seven years to indefinitely based on each applicable foreign jurisdiction.

The Company also had research and development tax credit carryforwards in Canada of $ 639, which will begin to expire in 2029 .

Unrecognized Tax Benefits

The Company does not have any significant uncertain tax positions.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2022 and 2021

(In thousands, except shares and per share data, unless otherwise noted)

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties, if any, in general and administrative expense on the accompanying consolidated statements of operations.

The Company is subject to taxation in the United States, Canada, Luxembourg, Singapore and the United Kingdom.

The Company is subject to taxation in the United States, Canada, Germany, Luxembourg, Singapore and the United Kingdom.

The Company has not been audited by the Internal Revenue Service or any state or foreign tax authority.

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The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders:

Year Ended December 31,

Weighted-average shares used in computing basic and diluted net loss per share

Years Ended December 31,

Weighted-average shares used in computing basic and diluted

net loss per share

Basic and diluted net loss per share

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Class B common stock has no economic rights, therefore has been excluded from the computation of basic and diluted net loss per share.

The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share.

Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same.

The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the years ended December 31, 2023 and 2022 because including them would have had an anti-dilutive effect:

Year Ended December 31,

Fiscal Year Ended December 31,

Stock options and 2021 ESPP to purchase Class A common stock

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Subsequent Events

The remaining 1,543,493 of Public Warrants were exchanged on January 4, 2023 for 277,828 shares of the Company's Class A common stock.

Following the exchange, none of the Public Warrants or Private Warrants remain outstanding.

The Company has a $ 120,000 term loan with Blue Torch which was available and drawn at closing, of which $ 19,735 was placed in an escrow account by Blue Torch with such amount to be released upon the Company achieving certain metrics related to annualized recurring revenue and a total annualized recurring revenue leverage ratio.

Subsequent to December 31, 2022, these metrics were achieved and the $ 19,735 was released from the escrow account and delivered to the Company in February 2023.

On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver.

On March 13, 2023, the FDIC announced that it had transferred all deposits –

both insured and uninsured –

and substantially all assets of the former SVB to a newly created, full-service FDIC-operated “bridge bank”

called Silicon Valley Bank, N.A.

As of the close of business on March 14, 2023, the Company had approximately $ 31.2 million in cash and cash equivalents at Silicon Valley Bank, N.A., of which approximately $ 30.8 million was invested in BlackRock money market mutual funds.

The Company is in the process of transferring substantially all of its cash and cash equivalents out of Silicon Valley Bank, N.A.

On February 4, 2024, the Company and Signal Ocean Ltd (“Signal Ocean”) entered into a securities purchase agreement for the issuance and sale of 833,333 shares of the Company’s Class A common stock to Signal Ocean at a price of $ 12.00 per share (the “Private Placement”).

The Private Placement closed on February 8, 2024, resulting in gross proceeds to the Company of $ 10,000 .

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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

Item 7A. Quantitative and Qualitative Disclosures About Market Risk