What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-06 compared with 2023-03-15 · 71 added, 46 removed, 179 unchanged (40% of the section changed)

1 unchanged sentence

E valuation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended ("Exchange Act"), is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

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Notwithstanding the material weaknesses described in Management's Report on Internal Control over Financial Reporting, our management has concluded that our consolidated financial statements for the periods covered by and included in this Annual Report are prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and fairly present, in all material respects, our financial position, results of operations and cash flows for each of the periods presented herein.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP.

Our management conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of our internal control over financial reporting based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this evaluation, our management concluded that, as of December 31, 2022, our internal control over financial reporting was not effective because of the material weaknesses described below.

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

Material Weaknesses in Internal Control over Financial Reporting

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

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

The following material weaknesses were identified:

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

Additionally, the lack of a sufficient number of professionals resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of our financial reporting

objectives, as demonstrated by, amongst other things, insufficient segregation of duties in our finance and accounting functions.

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

This material weakness contributed to the following additional material weaknesses:

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

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

Specifically, we did not design and maintain:

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In response to the material weaknesses identified, we have implemented several changes to our internal control over financial reporting and will continue performing remedial actions in 2024, as described below.

The remediation and ultimate resolution of each of the material weaknesses will be reviewed with the Audit Committee of the Company’s Board of Directors.

We have made progress to address the material weaknesses related to the control environment, as described below:

Key Professionals

Over the course of 2022, we identified and hired a number of professionals with appropriate levels of internal controls and accounting knowledge to improve the overall domestic and international financial accounting and reporting departments.

In the fourth quarter of 2022, we hired two senior accountants and a senior financial systems manager.

These recent hires are in addition to the chief accounting officer, director of accounting and Americas controller, director of technical accounting, accounting manager, and staff accountant hired earlier in 2022.

In addition, we engaged with external consultants to provide technical accounting and financial systems services.

In fiscal 2022 and 2023 and continuing to date, we identified and hired a number of professionals with appropriate levels of internal controls and accounting knowledge to improve the overall domestic and international financial accounting and reporting departments.

The positions hired include chief accounting officer, director of accounting and Americas controller, director of technical accounting, accounting manager, senior and staff accountants, senior financial systems manager, and system administrator.

In addition, we engaged with external consultants and experts to provide technical accounting and financial systems services.

The Company continues to monitor personnel requirements and expertise needed to have an effective control environment, including providing necessary ongoing training to its finance and accounting personnel.

Risk Assessment

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

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

During fiscal 2023, we conducted a financial risk assessment to identify key business processes and establish internal materiality thresholds.

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

A Risk and Control Matrix (RCM) has been created that will serve as the basis for a testing program planned for 2023.

A Risk and Control Matrix (RCM) was created to serve as the basis for a testing program in progress.

We engaged a third-party consulting firm to complete an initial Enterprise Risk Assessment.

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

Action and testing plans are being developed to address the risks, and results will be reviewed with management.

Action and testing plans are being developed to address the risks and testing is in process, after which results will be monitored and reviewed with management.

Segregation of Duties

We designed and implemented controls over the segregation of duties related to journal entries and account reconciliations.

During the fourth quarter of 2022, we implemented automated controls, which replaced previously manual detective controls, designed to prevent the ability for the same person to create and post journal entries in our general ledger system.

As a result of hiring key accounting personnel, we segregated the preparation and review of account reconciliations.

During the year ended December 31, 2022, the Company completed its initial assessment on Segregation of Duties with assistance from a third-party and began its analysis across all processes and locations, including establishing appropriate authorities and responsibilities.

During fiscal year 2022, we completed our initial assessment on segregation of duties with assistance from a third-party consulting firm and began our analysis across all processes and locations, including establishing appropriate authorities and responsibilities.

During 2022, we designed and implemented controls over the segregation of duties related to journal entries and account reconciliations, including the implementation of automated

controls, which replaced previously manual detective controls, designed to prevent the ability for the same person to create and post journal entries in our general ledger system.

With the hiring of additional personnel including a senior financial system manager in late 2022, and an accounts receivable specialist and a senior accountant in 2023, we were able to implement additional automated controls and to further segregate the preparation and review of account reconciliations during fiscal year 2023.

We are in the process of testing the controls designed over segregation of duties.

Non-routine, Unusual or Complex Transactions

Over the course of 2022, we hired key accounting personnel and engaged with third-party technical accounting experts to improve our controls related to the identification of and proper application of GAAP accounting for non-routine, unusual, or complex transactions.

Since the Merger that occurred in August 2021, warrant instruments have been accounted for in accordance with the Company’s accounting policies based on GAAP.

During the fourth quarter of 2022, Management trained the accounting team and designed new controls to timely identify and account for the fair value of the contingent earnout liability, and hired a third-party technical accounting firm to assist with the proper application of GAAP for non-routine, unusual, or complex transactions, including any business combinations that may arise in the future.

We have tested the controls designed for non-routine, unusual or complex transactions and are in the process of monitoring the controls for operating effectiveness.

IT General Controls

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

Over the course of 2022, the Company designed and implemented certain IT general controls, including controls over user access rights and privileges and change management.

Over the course of 2022 and continuing through 2023, the Company designed and implemented certain IT general controls, including controls over user access rights and privileges and change management.

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

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Other Information

During the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in the SEC’s rules).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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(1) Consolidated Financial Statements:

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

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

Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.

(2) Financial Statement Schedules:

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September 23, 2021

Certificate of Amendment to Certificate of Incorporation of Spire Global, Inc., dated August 30, 2023

August 30, 2023

Bylaws of Spire Global, Inc.

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June 14, 2022

Form of Amended and Restated Blue Torch Warrant to Purchase Common Stock of Spire Global, Inc., dated as of September 27, 2023

October 2, 2023

Form of Blue Torch Warrant to Purchase Common Stock of Spire Global, Inc., dated as of September 27, 2023

October 2, 2023

Description of Securities.

3 unchanged sentences

June 14, 2022

Amendment No.

1 to Financing Agreement, dated as of March 21, 2023, among Spire Global, Inc., Spire Global Subsidiary, Inc., Austin Satellite Design, LLC, Blue Torch Finance LLC and the lenders party thereto.

October 2, 2023

Waiver and Amendment No.

2 to Financing Agreement, dated as of September 27, 2023, among Spire Global, Inc., Spire Global Subsidiary, Inc., Austin Satellite Design, LLC, Blue Torch Finance LLC and the lenders party thereto

October 2, 2023

Equity Distribution Agreement, dated September 14, 2022, by and between Spire Global, Inc.

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Spire Global, Inc.

2021 Equity Incentive Plan and forms of agreement thereunder.

2021 Equity Incentive Plan, conformed to reflect the First Amendment effective August 2, 2023 and the reverse stock split effective August 31, 2023

September 7, 2023

Spire Global, Inc.

2021 Employee Stock Purchase Plan.

2021 Employee Stock Purchase Plan, conformed to reflect the reverse stock split effective August 31, 2023

September 7, 2023

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

November 10, 2021

Offer Letter between Leonardo Basola and Spire Global Subsidiary, Inc., effective as of August 10, 2023

August 16, 2023

Executive Employment Agreement, dated as of November 27, 2023, between Spire Global, Inc.

and Leo Basola

December 1, 2023-

Consulting Agreement between Thomas Krywe and Spire Global, Inc., dated as of August 15, 2023

August 16, 2023

Spire Global, Inc.

Outside Director Compensation Policy, as amended, effective June 13, 2023 .

August 9, 2023

Spire Global, Inc.

Executive Officer Short-Term Incentive Plan .

August 9, 2023

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

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

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

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September 23, 2021

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

March 30.2022

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July 16, 2021

Managing Director Service Agreement, dated as of November 27, 2023, between Spire Global Germany GmbH and Peter Platzer

December 1, 2023

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

1 unchanged sentence

July 16, 2021

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

and Keith Johnson.

July 16, 2021

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

Executive Employment Agreement, dated as of November 27, 2023, between Spire Global, Inc.

and Boyd Johnson

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

July 16, 2021

Employment Contract, dated as of November 27, 2023, between Spire Global Germany GmbH and Theresa Condor

December 1, 2023

Form of Spire Global, Inc.

2022 Commission Plan.

March 15, 2023

Form of Spire Global, Inc.

2022 Salary Adjustment and Annual Performance Bonus.

March 15, 2023

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

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

The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in Inline XBRL:

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Loss, (iv) Consolidated Statements of Changes in Stockholders’

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

Spire Global, Inc.

Compensation Recovery Policy

The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL:

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Loss, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to consolidated financial statements.

Cover Page Interactive Data File (contained in Exhibit 101)

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March 6, 2024

/s/ Thomas Krywe

/s/ Leonardo Basola

Leonardo Basola

Chief Financial Officer

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POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas Krywe and Boyd Johnson, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Leonardo Basola and Boyd Johnson, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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Peter Platzer

/s/ Thomas Krywe

/s/ Leonardo Basola

Chief Financial Officer (Principal Financial and Accounting Officer)

March 6, 2024

Leonardo Basola

/s/ Theresa Condor

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Stephen Messer

/s/ Jack Pearlstein

March 15, 2023

Jack Pearlstein

/s/ William Porteous

2 unchanged sentences

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 9A. Controls and Procedures