What changed in this filing

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2025-03-03 compared with 2022-11-07 · 1438 added, 863 removed, 502 unchanged (82% of the section changed)

3 unchanged sentences

We continue to experience foreign currency fluctuations primarily due to the periodic re-measurement of our foreign currency monetary account balances that are denominated in currencies other than the functional currency of the entities in which they are recorded.

Changes in exchange rates may negatively affect our revenue and other operating results as expressed in U.S.

Changes in exchange rates may negatively affect our revenue and other results of operations as expressed in U.S.

We do not currently engage in foreign exchange hedging contracts.

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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 our fiscal years 2021 and 2020, we had a loss of $1.9 million and $0.1 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.

dollar relative to the currencies in which our revenue and expenses are denominated would have resulted in an increase or decrease, respectively, in our reported fiscal year 2021 pre-tax loss of approximately $1.8 million.

dollar relative to the currencies in which our revenue and expenses are denominated would have resulted in an increase or decrease in our reported fiscal year 2023 pre-tax loss of approximately $3.4 million.

Interest rate sensitivity

We had cash and cash equivalents totaling $109.3 million as of December 31, 2021.

This amount was held primarily in demand deposit accounts.

We had cash and cash equivalents totaling $29.1 million and short-term marketable securities of $11.7 million as of December 31, 2023.

These amounts were held primarily in demand deposit accounts and short-term marketable securities.

The cash and cash equivalents are held for working capital purposes or strategic investment purposes.

We do not enter into investments for trading or speculative purposes.

As of December 31, 2021, the FP Term Loan had a fixed rate of 9.0% with no exposure to interest rate fluctuations.

We are exposed to market risks related to fluctuations in interest rates related to the Blue Torch Credit Facility.

The Blue Torch Credit Facility accrues interest at a floating rate, to be based, at our election, on either a reference rate or a 3-month Term SOFR rate (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%.

Accordingly, increases in SOFR could increase our interest payments under the Blue Torch Credit Facility.

For example, a hypothetical increase of 100 basis points in the interest rate of the Blue Torch Credit Facility would have an approximately $1.2 million impact on an annual basis on our results of operations.

The SIF loan is interest-free.

Inflation Risk

We are exposed to inflation risk.

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 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.

Financi al Statements and Supplemental Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )

Consolidated Balance Sheets as of December 31, 2021 and 2020

Consolidated Statements of Operations for the years ended December 31, 2021 and 2020

Consolidated Statements of Comprehensive Loss for the years ended December 31, 2021 and 2020

Consolidated Statements of Changes in Stockholders’

Equity (Deficit) for the years ended December 31, 2021 and 2020

Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020

Notes to Consolidated Financial Statements

Consolidated Balance Sheets as of December 31, 2023 and 2022 (As Restated)

Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 (As Restated)

Consolidated Statements of Comprehensive Loss for the years ended December 31, 2023 and 2022 (As Restated)

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

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 (As Restated)

Notes to Consolidated Financial Statements (As Restated)

Report of Independent Registered Public Accounting Firm

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

and its subsidiaries (the “Company”) as of December 31, 2021 and 2020, 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”).

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 the years then ended in conformity with accounting principles generally accepted in the United States of America.

Restatement of Previously Issued Financial Statements

As discussed in Note 2 to the consolidated financial statements, the Company has restated its 2021 financial statements to correct an error.

As discussed in Note 2 to the consolidated financial statements, the Company has restated its 2023 and 2022 financial statements to correct misstatements.

Substantial Doubt about the Company's Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the consolidated financial statements, the Company has a history of operating losses and negative cash flows from operations since inception that raise substantial doubt about its ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 3.

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

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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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.

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

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

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San Francisco, California

March 30, 2022, except for the effects of the restatement discussed in Note 2 to the consolidated financial statements, as to which the date is November 7, 2022

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

March 6, 2024, except for the effects of the restatement discussed in Note 2 to the consolidated financial statements and with respect to the matters that raise substantial doubt about the Company’s ability to continue as a going concern discussed in Note 3, as to which the date is March 3, 2025

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

Spire Global, Inc.

1 unchanged sentence

(In thousands, except share and per share amounts)

(As Restated)

Current assets

Cash and cash equivalents

Accounts receivable, net (including allowance of $ 339 and $ 174 as of December 31, 2021

and 2020, respectively)

Marketable securities

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

December 31, 2023 and 2022, respectively)

Contract assets

2 unchanged sentences

Property and equipment, net

Operating lease right-of-use assets

Customer relationships

1 unchanged sentence

Other long-term assets, including restricted cash

Liabilities and Stockholders’

Equity (Deficit)

Liabilities and Stockholders’ Equity

Current liabilities

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Long-term debt

Contract liabilities, non-current

Contingent earnout liability

Convertible notes payable, net (including related parties of $ 0 and $ 7,498 as of December 31,

2021 and 2020, respectively)

Deferred income tax liabilities

Warrant liability

Operating lease liabilities, net of current portion

Other long-term liabilities

1 unchanged sentence

Commitments and contingencies (Note 10)

Stockholders’

equity (deficit)

Series A preferred stock, $ 0.0001 par value, none authorized, issued and outstanding at

December 31, 2021 and 12,671,911 shares authorized, 21,615,723 shares issued and outstanding

at December 31, 2020 (liquidation value of $ 52,809 at December 31, 2020)

Series B preferred stock, $ 0.0001 par value, none authorized, issued and outstanding at

December 31, 2021 and 4,869,754 shares authorized, 8,306,818 shares issued and outstanding

at December 31, 2020 (liquidation value of $ 35,228 at December 31, 2020)

Series C preferred stock, $ 0.0001 par value, none authorized, issued and outstanding at

December 31, 2021 and 9,126,525 shares authorized, 12,804,176 shares issued and outstanding

at December 31, 2020 (liquidation value of $ 65,222 at December 31, 2020)

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

authorized, 139,096,000 Class A and 12,058,614 Class B shares issued and outstanding at

December 31, 2021;

55,000,000 shares authorized, 17,664,015 Class A shares issued and

outstanding at December 31, 2020

Stockholders’ equity

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

B shares authorized, 21,097,351 Class A and 1,507,325 Class B shares issued

and outstanding at December 31, 2023;

17,959,923 Class A and 1,507,325 Class

B shares issued and outstanding at December 31, 2022 (1)

Additional paid-in capital

Accumulated other comprehensive income (loss)

Accumulated other comprehensive loss

Accumulated deficit

Total stockholders’

equity (deficit)

Total liabilities and stockholders’

equity (deficit)

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,

(As Restated)

Cost of revenue

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General and administrative

Loss on satellite deorbit and launch failure

Loss on decommissioned satellites

Allowance for current expected credit loss on notes receivable

Total operating expenses

5 unchanged sentences

Change in fair value of warrant liabilities

Other (expense) income, net

Total other income (expense), net

Loss on extinguishment of debt

Other expense, 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,

Other comprehensive loss:

Years Ended December 31,

(As Restated)

Other comprehensive gain (loss):

Foreign currency translation adjustments

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'

Balance, January 1, 2020

Balance, December 31, 2021

(Previously Reported)

Restatement adjustment

Balance, December 31, 2021

(As Restated)

Exercise of stock options

Stock compensation

Issuance of stock warrants

Foreign currency

translation adjustments

Release of Restricted Stock Units

Issuance of common stock under

Employee Stock Purchase Plan

Stock compensation expense

Conversion of warrants to common stock

Net loss (As Restated)

Foreign currency translation

adjustments (As Restated)

Net unrealized loss on

investments (net of tax)

Balance, December 31, 2022

(As Restated)

Exercise of stock options

Stock compensation

Issuance of common stock

relating to the acquisition

Issuance of shares to FP

Lenders (Note 8)

Exercise of Series C

preferred warrants

Conversion of warrants to

Conversion of Series A

preferred stock to

common stock upon the

reverse recapitalization

Conversion of Series B

preferred stock to

common stock upon the

reverse recapitalization

Conversion of Series C

preferred stock to

common stock upon the

reverse recapitalization

Conversion of convertible

notes to common stock

upon the reverse

recapitalization

Issuance of common stock

upon the reverse

recapitalization and PIPE

financing, net of merger

Contingent earnout liability

upon closing of the

merger (Restated)

Net loss (Restated)

Foreign currency

translation adjustments

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

Net loss (As Restated)

Foreign currency translation

adjustments (As Restated)

Net unrealized gain on

investments (net of tax)

Balance, December 31, 2023

2021 (Restated)

(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

as described in Note 3.

(2) Included in the share number is 12,058,614 shares of Class B common stock.

(As Restated)

(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,

(As Restated)

Cash flows from operating activities

1 unchanged sentence

Depreciation and amortization

Loss on disposal of property and equipment

Loss on impairment of intangible assets

Stock-based compensation

Accretion on carrying value of convertible notes

Amortization of operating lease right-of-use assets

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 decommissioned satellites and impairment of assets

Loss on extinguishment of debt

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Other accrued expenses

Operating lease liabilities

Other long-term liabilities

1 unchanged sentence

Cash flows from investing activities

Purchases of short-term investments

Maturities of short-term investments

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 convertible notes payable

Payments on redemption of long-term debt

Payments on redemption of warrants

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

Payments on long-term debt

Payments of debt issuance costs

Proceeds from exercise of stock options

Proceeds from employee stock purchase plan

Net cash provided by financing activities

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

Net increase (decrease) 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

Cash paid for interest

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

Exercise of Series C preferred stock warrants

Income taxes paid

Noncash operating, investing and financing activities

Property and equipment purchased but not yet paid

Issuance of stock warrants with long-term debt

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 9)

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

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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.

By designing, manufacturing, integrating and operating its own satellites and ground stations, the Company has unique end-to-end control and ownership over its entire system.

The Company designs, manufacturers, integrates, and operates its own satellites and ground stations to deliver unique end-to-end comprehensive solutions.

The Company offers the following three data solutions to customers:

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) and Spire Global Canada Acquisition Corp.

Spire Global Canada Acquisition Corp.

is the sole owner of exactEarth Ltd.

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

(England and Wales).

The Company currently operates offices in seven locations:

San Francisco, Boulder, Washington D.C.

(U.S.), Glasgow (U.K.), Luxembourg, Cambridge, Ontario, and Singapore.

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

(formerly known as Spire Global, Inc.) (“Old 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 “Old Spire Founders,”

and such agreement, the “Merger Agreement”).

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

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 Old Spire changed its name to Spire Global Subsidiary, Inc.

Please refer to Note 3 “Reverse Recapitalization”

for further details of the Merger.

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.

Please refer to Note 4 "Business Acquisition" for further details of the acquisition.

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 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 year ended December 31, 2021 include the accounts of Spire Global, Inc.

former NavSight) and its wholly-owned subsidiary, Old 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 with the exception of authorized shares.

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

All other accompanying financial statements as of December 31, 2020 include only the accounts of Old Spire.

Restatement of Audited Consolidated Financial Statements

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.

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.

Restatement of Previously Issued Financial Statements

Subsequent to the filing of the Original Form 10-K, the Company discovered that an incorrect number had been used in the calculation of the fair value of the contingent earnout liability.

As a result, the Company's contingent earnout liability was overstated as of December 31, 2021.

For the fiscal year ended December 31, 2021 the gain recorded on the change in fair value of contingent earnout liability and total other income (expense), net were each overstated, while loss before income taxes, net loss and basic and diluted net loss per share were each understated.

As a result of the error, the Company’s previously issued audited consolidated financial statements as of and for the fiscal year ended December 31, 2021 were materially misstated and are being restated in this Form 10-K/A.

The following tables reflect the impact of the restatement to the specific line items presented in the Company’s previously reported consolidated financial statements as of and for the fiscal year ended December 31, 2021:

Description of Restatement Adjustments

In August 2024, the Company began a comprehensive review of its accounting practices and procedures with respect to revenue recognition related to certain (i) contracts in its “Space as a Service” business (the “Space Services Contracts”) and (ii) contracts in its customer-funded or co-funded research and development arrangements (the “R&D Services Contracts,” and together with the Space Services Contracts, the “Space Services and R&D Services Contracts”) under applicable accounting standards and guidance.

As a result of its comprehensive review, the Company determined that a restatement of its previously issued consolidated financial statements for the Affected Periods were required related to consideration of embedded leases for a Space Services Contract, recognition of an allowance for current expected credit loss related to a note receivable issued to a customer, revenue recognition for Space Services and R&D Services Contracts, and income statement classification of costs related to R&D Services Contracts.

The Company previously accounted for Space Services Contracts by recognizing revenue separately for each project phase (e.g., development, manufacturing, launch, and satellite operations).

Because the Space Services Contracts involve bespoke satellites developed under customer requirements, the Company first evaluated whether any of the Space Services Contracts contain embedded leases.

Based on this review, the Company concluded that one Space Services Contract contained embedded leases of satellites to the customer, but because the customer controls the satellites being constructed under this specific contract, it was a

Spire Global, Inc.

2 unchanged sentences

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

failed build-to-suit arrangement under Accounting Standards Codification (“ASC”) Topic 842, Leases, and therefore, should still be accounted for under ASC 606, Revenue from Contracts with Customers.

The Company determined that the contract requires the transaction price to be allocated to the following performance obligations:

design/build, launch, operation, and material rights for up to ten additional satellites.

As a result, the Company corrected the financial statements for the Affected Periods to reflect the correct pattern of revenue recognition:

over time for the design/build of satellites controlled by the customer, utilizing an input method based on a cost-to-cost measure of progress over the period from initial design to launch;

at the point in time when the launch occurred for launch service;

over time utilizing an output method based on the number of satellite months as the measure of progress for operating the satellite;

and when (or as) the underlying future services are transferred, or when the options expire, for material rights.

The Company also made the following correction to account for costs incurred for this contract:

construction-related costs were expensed as incurred rather than capitalized as property and equipment, and the prepaid fees for launch services were capitalized as costs to fulfill the contract within other current assets on the consolidated balance sheets, rather than capitalized as property and equipment.

The capitalized prepaid launch costs will be recognized as expense upon the successful launch of the satellites .

In addition, under this contract, the customer provided a $ 4,500 promissory note to the Company to cover the launch costs.

Historically, the Company had not recorded an allowance for current expected credit loss (“CECL”) on the promissory note balance.

Management determined that the note receivable is subject to CECL guidance and recorded an allowance for current expected credit loss on the notes receivable balance for the applicable period as of the year ended December 31, 2023.

For the Space Services Contracts that do not contain an embedded lease, the Company concluded that, given the contractual clauses in Space Services Contracts by which each company retains its intellectual property, no control of intellectual property was transferred to the end customer during the pre-space period, and therefore, no performance obligation for the pre-space period exists.

The Space Services Contracts were determined to generally only have one performance obligation for the overall space service.

The transfer of control of the service to the customer starts when the satellite is in operation and the data service commences.

As a result, the Company corrected the consolidated financial statements for the Affected Periods to remove revenue recognized during the pre-space period and recognize revenue over time utilizing an output measure of progress based on satellite months during its intended service period.

In addition to the one performance obligation for the space service, certain Space Services Contracts have additional performance obligations for customers’ material rights to purchase additional satellites or services in the future at a discounted price, which resulted in the transaction price being allocated to the material rights in addition to the space service performance obligation.

Revenue allocated to material rights is recognized over the period of service to which the material right relates or at the time the material right expires.

The Company concluded that no change was required to the accounting treatment for costs associated with these contracts as the Company's existing practice of capitalizing satellite costs within property and equipment, the capitalization of costs to obtain the contracts within other current assets, and the related recognition of expense over the expected life of the assets or term of the contracts were appropriate.

For the R&D Services Contracts, the Company determined that its previous revenue recognition practice of revenue recognition on completion of each contractual milestone did not accurately represent the pattern of control transfer for the related intellectual property under the contract.

The Company concluded that the pattern of control transfer for the intellectual property occurs over time as the Company performs its research and development activities.

Therefore, the Company determined that revenue related to customer-funded research and development arrangements should have been recognized by using an input method based on a cost-to-cost measure of progress, over the period from initial design to launch, generally resulting in earlier revenue recognition, as the Company’s performance precedes the related milestone.

All costs associated with the R&D Services Contracts were reclassified from research and development to cost of revenue within gross profit on the face of the consolidated statements of operations.

In the past, these costs were classified as research and development within operating expenses.

The costs for the Company’s internal research and development projects will remain as research and development expense within operating expenses.

As a result of the accounting errors detailed above, revenue, cost of revenue, research and development expense, other expense, income tax provision, accumulated other comprehensive loss, contract assets, contract liabilities, property and equipment, and allowance for current expected credit loss on notes receivable were determined to be incorrect on the Company’s consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive loss, consolidated statements of stockholders' equity and consolidated statements of cash flows as of and for the Affected Periods.

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 Adjustments

The Company historically incorrectly recorded advances made to vendors for property and equipment in other current assets before clearing it to property and equipment, except for the balance as of September 30, 2022, which was included in property and equipment in the condensed consolidated balance sheets.

As advances to vendors were included in other current assets, the cash flows associated with these payments were incorrectly reflected in operating activities in the consolidated statements of cash flows.

The Company determined that the advances made to vendors for property and equipment should be included in property and equipment.

Therefore, advances to vendors were reclassified to property and equipment and the cash flows associated with the advances made were reclassified from operating activities to investing activities in the consolidated statements of cash flows for the applicable Affected Periods (beginning December 31, 2022).

The Company identified that the cost associated with a supply chain department should have been classified as cost of revenue but was incorrectly classified as general and administrative expense for the years ended December 31, 2023, and December 31, 2022, as well as the interim periods within such years.

The Company corrected the classification by reclassifying all expenses recognized in that department from general and administrative expense to cost of revenue for the Affected Periods.

The Company identified that the cash balances held in certain foreign subsidiaries' accounts were remeasured incorrectly.

The incorrect remeasurement impacted (i) the cash balance on the condensed consolidated balance sheets as of June 30, 2023 and September 30, 2023, and the consolidated balance sheets as of December 31, 2023;

(ii) the foreign currency remeasurement loss on the condensed consolidated statements of operations for the three months and six months ended June 30, 2023 and the three months and nine months ended September 30, 2023;

and the consolidated statements of operations for the year ended December 31, 2023.

The Company corrected the remeasurement of the affected cash balances in the Affected Periods.

The Company did not accrue expenses for Delaware franchise taxes in the proper periods on its consolidated balance sheets and the expenses for Delaware franchise taxes were classified as other expense, net on its consolidated statements of operations.

As part of this restatement, the Company accrued for the Delaware franchise taxes in the appropriate periods and reclassified the amounts from other expense, net to general and administrative expenses.

The Company identified that certain state taxes that were originally classified as other expense, net are related to state minimums or franchise-like taxes, which are based on revenues.

Therefore, those amounts were incorrectly classified as other expense, and should have been classified as general and administrative expense.

As part of this restatement, the Company reclassified the amounts from other expense, net to general and administrative expenses.

The Company identified that a settlement for a vendor dispute was incorrectly included in other expense, net on its consolidated statements of operations in the three and nine months ended September 30, 2023.

As the settlement for a vendor dispute related to operating activities, the Company reclassified the amount from other expense, net to general and administrative expenses.

The Company identified that a customer deposit was incorrectly classified as other accrued expenses instead of contract liability on its consolidated balance sheets.

As part of this restatement, the Company reclassified the amount from other accrued expense to contract liabilities, non-current.

Consolidated Financial Statements - Restatement Reconciliation Tables

The Company has provided in Note 16 the restated unaudited quarterly condensed consolidated financial information for each of the interim periods in the fiscal years ended December 31, 2023 and 2022.

The accompanying applicable Notes to Consolidated Financial Statements have been updated to reflect the effects of the restatement.

The impact of the restatement to the consolidated statements of changes in stockholders’ equity includes increases of $ 32,683 and $ 19,081 in accumulated deficit as of December 31, 2023 and 2022, respectively, and a $ 9,480 increase to accumulated deficit as of January 1, 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)

The amounts in the "As Previously Reported" columns are amounts derived from the Company's previously filed consolidated financial statements in the Original Form 10-K.

The amounts in the "Restatement Adjustments" columns present the impact of the following adjustments:

• The change in revenue recognition timing for Space Services Contracts,

• The change in revenue recognition timing for R&D Services Contracts,

• The reclassification of costs related to R&D Services Contracts from research and development expense to cost of revenue,

• The recognition of expense for satellite construction and launch services for the failed build-to-suit lease contract,

• The recognition of the allowance for current expected credit loss related to a note receivable issued to a customer,

• The impact to income tax provision as a result of the restatement adjustments above,

• The impact to foreign currency translation gain or loss as a result of the restatement adjustments above, and

• Other adjustments including balance sheet reclassification of fixed asset advances and customer deposits, statements of operations reclassification of department costs, a vendor dispute settlement, franchise taxes, other state taxes, and cash remeasurement adjustments.

The amounts in the "As Restated" columns are the updated amounts including the impacts from the restatement.

Financial statement line items and subtotals that were not impacted by the restatement adjustments have been omitted for enhanced clarity.

As of December 31, 2023

As of December 31, 2022

Consolidated Balance Sheets

As Previously Reported

Consolidated Balance Sheet:

December 31, 2021

Contingent earnout liability

Restatement Adjustments

As Previously Reported

Restatement Adjustments

Cash and cash equivalents

Contract assets

Other current assets

Total current assets

Property and equipment, net

Other long-term assets, including restricted cash

Contract liabilities, current portion

Other accrued expenses

Total current liabilities

Contract liabilities, non-current

Deferred income tax liabilities

Other long-term liabilities

Total liabilities

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit

Total stockholders’

equity (deficit)

Total liabilities and stockholders' equity (deficit)

Total stockholders’ equity

Total liabilities and stockholders’ equity

Description of restatement adjustments in the consolidated balance sheets:

(i) The $ 8 decrease in cash and cash equivalents as of December 31, 2023 is related to the cash remeasurement adjustment for cash balances from certain foreign subsidiaries.

(ii) The $ 1,497 and $ 472 decreases in contract assets as of December 31, 2023 and December 31, 2022, respectively, are related to adjustments to correct revenue recognition for Space Services and R&D Services Contracts.

(iii) Adjustments to other current assets:

The $ 4,508 increase in other current assets as of December 31, 2023, resulted from an increase of $ 7,586 from prepaid launch costs for customer-controlled satellites for one specific contract reclassified from property and equipment to other current assets, partially offset by a decrease of $ 1,860 from advances for fixed assets that have

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

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

been reclassified from other current assets to property and equipment and a decrease of $ 1,218 from allowance for current expected credit loss for notes receivable recorded in other current assets.

The $ 2,126 decrease in other current assets as of December 31, 2022, is related to advances for fixed assets that have been reclassified to other long-term assets from other current assets.

(iv) Adjustments to property and equipment:

The $ 10,763 decrease in property and equipment as of December 31, 2023, resulted from a decrease of $ 7,586 from prepaid launch costs for such satellites reclassified into other current assets and a decrease of $ 5,037 from construction costs for customer-controlled satellites for one specific contract being expensed as cost of revenue rather than capitalized into property and equipment, partially offset by an increase of $ 1,860 from advances for fixed assets that have been reclassified from other current assets to property and equipment.

The $ 2,071 increase in property equipment as of December 31, 2022 resulted from an increase of $ 2,126 from advances for fixed assets that have been reclassified from other current assets to property and equipment, partially offset by a decrease of $ 55 from construction costs for customer-controlled satellites for one specific satellite being expensed as cost of revenue rather than capitalized into property and equipment.

(v) The $ 199 increase in other long-term assets, including restricted cash as of December 31, 2023, is related to the correction of revenue recognition for Space Services and R&D Services Contracts impacting long-term contract assets.

(vi) The $ 8,013 and $ 4,668 increases in contract liabilities, current portion as of December 31, 2023, and December 31, 2022, respectively, are related to the correction of revenue recognition for Space Services and R&D Services Contracts impacting contract liabilities, current portion.

(vii) The $ 214 decrease in other accrued expenses as of December 31, 2023 resulted from a decrease of $ 254 for a customer deposit balance reclassified from other accrued expense to contract liability, non-current, partially offset by an increase of $ 40 for the Delaware franchise tax accrual.

The $ 259 increase in other accrued expenses as of December 31, 2022 resulted from a $ 429 increase for Delaware franchise tax accrual, partially offset by a decrease of $ 170 for the customer deposit balance reclassified from other accrued expense to contract liability, noncurrent.

(viii) Adjustments to contract liabilities, non-current:

The $ 17,923 increase in contract liabilities, non-current as of December 31, 2023, resulted from adjustments of $ 17,405 to correct revenue recognition for Space Services and R&D Services Contracts, a $ 264 pre-adjusted balance of contract liabilities, non-current that was historically included within other long-term liabilities but has been reclassified to its own line, and a $ 254 contract liability, non-current balance reclassified from other accrued expense.

The $ 14,349 increase in contract liabilities, non-current as of December 31, 2022, resulted from adjustments of $ 13,407 to correct revenue recognition for Space Services and R&D Services Contracts, a $ 772 balance of contract liabilities, non-current that was originally included within other long-term liabilities, and an increase of $ 170 from contract liability, non-current balance reclassified from other accrued expense.

(ix) The $ 265 and $ 39 decreases in deferred income tax liabilities as of December 31, 2023 and December 31, 2022, respectively, are related to impact to income tax provision as a result of the revenue adjustments.

(x) The $ 264 and $ 772 decreases in other long-term liabilities as of December 31, 2023, and December 31, 2022, respectively, are related to the non-current contract liabilities balance that was historically included in other long-term liabilities but now has been presented in its own line (see restatement adjustment description (viii)).

(xi) The $ 71 increase and $ 89 decrease of accumulated other comprehensive loss as of December 31, 2023, and December 31, 2022, respectively, are related to the misstatements’ impact on cumulative foreign currency translation loss.

(xii) The $ 32,683 increase in accumulated deficit as of December 31, 2023 is related to the cumulative adjustments made in the consolidated statements of operations.

The $ 19,081 increase in accumulated deficit as of December 31, 2022 is related to an increase of $ 9,601 in net loss due to the adjustments mentioned above for the year ended December 31, 2022 and an increase of $ 9,480 in the beginning balance of the accumulated deficit as of January 1, 2022 due to the adjustments mentioned above.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

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

Year Ended December 31, 2023

Year Ended December 31, 2022

Consolidated Statements of Operations

Fiscal Year Ended December 31, 2021

Change in fair value of contingent earnout liability

Total other income (expense), net

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

Cost of revenue

Research and development

General and administrative

Allowance for current expected credit loss on

notes receivable

Total operating expenses

Loss from operations

Other expense, net

Loss before income taxes

Income tax provision

Basic and diluted net loss per share (1)

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 for the year ended December 31, 2022 have been retroactively adjusted to reflect the 1-for-8 reverse stock split (Note 1).

Description of restatement adjustments in the consolidated statements of operations:

(i) The $ 8,091 and $ 9,501 decreases in revenue for the years ended December 31, 2023 and December 31, 2022, respectively, are related to the correction of revenue recognition for Space Services and R&D Services Contracts.

(ii) Adjustments to cost of revenue:

The $ 16,590 increase in cost of revenue for the year ended December 31, 2023 resulted from an increase of $ 11,273 from costs associated with R&D Services Contracts being reclassified from research and development expense to cost of revenue, an increase of $ 4,922 from construction costs for customer-controlled satellites for one specific contract being expensed to cost of revenue rather than capitalized into property and equipment, and an increase of $ 395 from the reclassification of supply chain department costs from general and administrative expense to cost of revenue.

The $ 13,299 increase in cost of revenue for the year ended December 31, 2022 resulted from an increase of $ 13,080 from costs associated with R&D Services Contracts being reclassified from research and development expense to cost of revenue, an increase of $ 167 from reclassification of supply chain department costs from general and administrative expense to cost of revenue, and an increase of $ 52 from costs for customer-controlled satellites for one specific contract that are expensed as cost of revenue rather than capitalized into property and equipment.

(iii) The $ 11,273 and $ 13,080 decreases in research and development expense for the years ended December 31, 2023 and December 31, 2022, respectively, are related to costs associated with R&D Services Contracts being reclassified from research and development expense to cost of revenue.

(iv) Adjustments to general and administrative expense:

The $ 495 decrease in general and administrative expense for the year ended December 31, 2023 resulted from a decrease of $ 395 of supply chain department costs reclassified to cost of revenue and a decrease of $ 389 from the Delaware franchise tax accrual and reclassification, partially offset by increases of $ 235 and $ 54 for the reclassification of vendor dispute settlement and other state taxes, respectively, from other expense, net.

The increase of $ 61 in general and administrative expense for the year ended December 31, 2022 resulted from an increase of $ 143 for other state taxes reclassification from other expense, net and an increase of $ 85 for Delaware

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

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

franchise tax accrual and reclassification, partially offset by a decrease of $ 167 for the reclassification of supply chain department costs from general and administrative expense to cost of revenue.

(v) The $ 1,218 increase in allowance for current expected credit loss on notes receivable for the year ended December 31, 2023 is related to the allowance for current expected credit loss recorded for the $ 4,500 notes receivable.

(vi) Adjustments to other expense, net:

The $ 315 decrease in other expense, net for the year ended December 31, 2023 resulted from a decrease of $ 235 for the vendor dispute settlement reclassified to general and administrative expense, a decrease of $ 54 from the other state taxes reclassified to general and administrative expense, and a decrease of $ 26 related to foreign currency gain or loss impact of the revenue and cash remeasurement adjustment.

The $ 143 decrease in other expense, net for the year ended December 31, 2022 is related to the reclassification of other state taxes to general and administrative expense.

(vii) The $ 214 and $ 37 decreases in income tax provisions for the year ended December 31, 2023 and December 31, 2022, respectively, are related to the impact to income tax provision as a result of the revenue adjustments.

Year Ended December 31, 2023

Year Ended December 31, 2022

Consolidated Statements of Comprehensive Loss

Fiscal Year Ended December 31, 2021

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

Foreign currency translation adjustments

Comprehensive loss

Consolidated Statements of Changes in Stockholders' Equity (Deficit):

Fiscal Year Ended December 31, 2021

Contingent earnout liability upon closing of the merger

Additional paid-in capital

Accumulated deficit

Total stockholders’

equity (deficit)

Description of restatement adjustments in the consolidated statements of comprehensive loss:

(i) The $ 160 foreign currency translation loss and $ 39 foreign currency translation gain for the years ended December 31, 2023 and December 31, 2022, respectively, are related to the foreign currency translation impact of consolidated statements of operations adjustments (i) to (v) above.

Year Ended December 31, 2023

Year Ended December 31, 2022

Consolidated Statements of Cash Flows

Fiscal Year Ended December 31, 2021

Change in fair value of contingent earnout liability

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

Change in contract assets

Other current assets

Change in contract liabilities

Other accrued expenses

Net cash used in operating activities

Noncash Investment and financing activities

Contingent earnout liability recognized upon the closing of the

reverse recapitalization

There was no impact on cash flows from investing or financing activities.

The accompanying applicable Notes have been restated to correct for these errors.

Purchase of property and equipment

Net cash used in investing activities

Effect of foreign currency translation on cash,

cash equivalents and restricted cash

Cash, cash equivalents and restricted

cash - Ending balance

Description of restatement adjustments in the consolidated statements of cash flows:

(i) The $ 215 and $ 39 adjustments to change in other, net for the year ended December 31, 2023 and December 31, 2022, respectively, represents the changes in deferred income tax liabilities related to the impact to income tax provision as a result of the revenue adjustments.

Spire Global, Inc.

2 unchanged sentences

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

(ii) The $ 816 and $ 651 adjustments to change in contract assets for the years ended December 31, 2023 and December 31, 2022, respectively, are related to the impact to current and non-current balances of contract assets for the correction of revenue recognition for Space Services and R&D Services Contracts.

(iii) Adjustments to change in other current assets:

The $ 6,557 additional increase in other current assets for the year ended December 31, 2023 resulted from an increase of $ 7,585 from prepaid launch costs for customer-controlled satellites being reclassified from property and equipment to other current assets and an increase of $ 190 from net change in advances for fixed assets balance reclassified to property and equipment, partially offset by a decrease of $ 1,218 from allowance for current expected credit loss related to a note receivable issued to a customer recorded in other current assets.

The $ 2,135 additional decrease in other current assets as of December 31, 2022, is related to net change in fixed assets advances reclassified from other current assets into property and equipment.

(iv) Adjustments to change in contract liabilities:

The $ 7,341 adjustment to change in contract liabilities for the year ended December 31, 2023 resulted from a $ 7,255 impact to current and non-current balances of contract liabilities from the correction of revenue recognition for Space Services and R&D Services Contracts and the $ 86 change in customer deposit balance reclassified from other accrued expense to contract liability, non-current.

The $ 8,842 adjustment to change in contract liabilities for the year ended December 31, 2022 is related to the impact to current and non-current balances of contract liabilities from the correction of revenue recognition for Space Services and R&D Services Contracts.

(v) The $ 468 adjustment to change in other accrued expense for the year ended December 31, 2023 resulted from a decrease of $ 382 for the Delaware franchise tax accrual and a decrease of $ 86 for change in customer deposit balances reclassified from other accrued expense to non-current contract liability .

The $ 91 increase in other accrued expense for the year ended December 31, 2022 is related to the Delaware franchise tax accrual.

(vi) Adjustments to purchase of property and equipment:

The $ 12,685 decrease in purchase of property and equipment for the year ended December 31, 2023 resulted from a decrease of $ 7,585 from prepaid launch costs for the customer-controlled satellites being reclassified into other current assets rather than capitalized into the Company's property and equipment, a decrease of $ 4,834 from costs incurred to design/build the customer-controlled satellites being expensed rather than capitalized into the Company's property and equipment, and a decrease of $ 266 from noncash addition to property and equipment from the prior period advances that was incorrectly reflected as current period’s cash purchase.

The $ 2,079 increase in purchase of property and equipment for the year ended December 31, 2022 resulted from an increase of $ 2,126 from advances paid for fixed assets that have been reclassified to property and equipment from other current assets, partially offset by a decrease of $ 47 from costs incurred to design/build the customer-controlled satellites being expensed rather than capitalized into the Company's property and equipment.

(vii) The $ 8 decrease in cash and cash equivalents as of December 31, 2023 is related to the cash remeasurement adjustment for cash balances from certain foreign subsidiaries, which resulted in an $ 8 change in effect of foreign currency translation on cash, cash equivalents and restricted cash for the fiscal year ended 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)

Summary of Significant Accounting Policies

Basis of Presentation

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.

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, 2021, net loss was $ 38,090 and cash used in operations was $ 57,986 .

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 $ 109,256 , excluding restricted cash, at December 31, 2021.

The Company believes that it will have sufficient working capital to operate for a period of one year from the issuance of the 2021 consolidated financial statements based on the borrowings under the FP Term Loan Agreement (as defined in Note 8) and the funds raised associated with the closing of the Merger (the “Closing”) (Note 3).

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 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.

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.

COVID-19 Impact

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic, which continues to spread throughout the United States and the world and has resulted in authorities implementing numerous measures to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns.

While the Company is unable to accurately predict the full impact that the COVID-19 pandemic will have on its results of operations, financial condition, liquidity and cash flows due to numerous uncertainties, including the duration and severity of the pandemic or any resurgences of the pandemic locally or globally, the Company’s compliance with these measures has impacted its day-to-day operations and could continue to disrupt its business and operations, as well as that of certain of the Company’s customers whose industries are more severely impacted by these measures, for an indefinite period of time.

During the fiscal year ending December 31, 2021, the Company has experienced adverse changes in customer buying behavior that began in March 2020 as a result of the impact of the COVID-19 pandemic, including decreased customer engagement, delayed sales cycles, and deterioration in near-term demand.

In 2021, the Delta and the Omicron variants of COVID-19 have become the dominant strains in numerous countries around the world, including the United States, and is believed to be more contagious than other previously identified COVID-19 strains.

Despite these headwinds, the Company experienced an increase in revenue for fiscal year 2021, as compared to fiscal year 2020.

As a result of the impact of the COVID-19 pandemic, the Company experienced delays and re-work due to third party satellite launch providers schedule shifts, delays and increased expenses in its hiring process, some attrition from adjusting company policies due to the COVID-19 pandemic and additional time and expenses supporting customer contracts.

During the year ended December 31, 2023, net loss was $ 77,558 , cash used in operations was $ 36,307 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 $ 29,136 , excluding restricted cash of $ 497 , and investment in marketable securities of $ 11,726 as of December 31, 2023.

The Company’s ability to continue as a going concern for the next 12 months from the date of reissuance of these consolidated financial statements is dependent upon its ability to obtain sufficient cash to meet its obligations, including the repayment of all amounts owed pursuant to the Blue Torch Financing Agreement (as amended, and as defined below in Note 7).

The Company has failed to meet its leverage ratio and minimum liquidity financial covenants and SEC periodic filing requirement non-financial covenant under the Blue Torch Financing Agreement, and therefore Blue Torch Finance LLC (“Blue Torch”) has the right to accelerate and declare all or any portion of the loans outstanding under the Blue Torch Financing Agreement to be due and payable.

Further, upon the filing of this Form 10-K/A, the Company will fail to comply with the non-financial covenant requiring the Company to have a report or opinion of its auditor without an explanatory paragraph expressing substantial doubt about its ability to continue as a going concern.

Based on the Company’s current cash and cash equivalents and investment in marketable securities balances and expected future financial results, if the Transactions (as defined below) do not close, the Company will not have sufficient liquidity to continue operations for at least the next twelve months from the reissuance of these consolidated financial statements.

Furthermore, the Company will not have sufficient cash to repay the balance of the loans outstanding under the Blue Torch Financing Agreement in the event Blue Torch declares all or any portion of the loans to be due and payable.

The Company entered into a Share Purchase Agreement (the “Purchase Agreement”) with Kpler Holding SA, a Belgian corporation (“Buyer”), pursuant to which the Company agreed to sell its maritime business to Buyer and enter into certain ancillary agreements (the “Transactions”).

The maritime business to be sold pursuant to the Transactions does not include any part of the Company’s satellite network or operations.

The purchase price to be paid by Buyer to the Company at the closing of the Transactions is a cash payment based upon an enterprise value of $ 233,500 , subject to customary adjustments.

The Transactions also include a twelve-month transition service and data provision agreement for $ 7,500 .

The Purchase Agreement provides that the closing of the Transactions is subject to the satisfaction or waiver of certain closing conditions set forth in the Purchase Agreement.

On February 10, 2025, the Company filed a complaint in the Delaware Court of Chancery against Buyer seeking a grant of specific performance ordering Buyer to satisfy its obligations under the Purchase Agreement and consummate the closing in accordance with the terms of the Purchase Agreement.

In the complaint, the Company also requested a declaratory judgment declaring that Buyer has breached its obligations under the Purchase Agreement and is not excused from performing its obligations under the Purchase Agreement, including proceeding with the closing.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

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

Kpler removed the matter to the District of Delaware, pursuant to a contract term in the Purchase Agreement promising not to contest removal to that court.

The District of Delaware initially selected a March 4 trial date, but on February 26, 2025, the court set a trial date of May 28-30, 2025.

There is no assurance as to what action the District of Delaware will take with respect to the proceeding initiated by us and there is no assurance as to whether or not the Transactions will be consummated on the terms contemplated or at all.

The amount of any damages which may be sought or obtained from Buyer cannot be determined at this time.

The Company intends to use the proceeds from the closing of the Transactions to repay all amounts owed under the Blue Torch Financing Agreement.

However, as described above, there is currently no assurance that the Transactions will close or when the Transactions may close.

Given the expected delay in the closing of the Transactions, the Company intends to seek additional equity or debt financing (including securities convertible or exchangeable for equity) and may seek waivers of or amendments to contractual obligations, delay, limit, reduce, or terminate certain commercial efforts, or pursue merger, disposition or other strategies, any of which could adversely affect its business, results of operations, and financial condition.

There is no assurance that the Company will be successful in achieving any of the foregoing.

Due to the Company’s projected cash needs, including amounts owed pursuant to the Blue Torch Financing Agreement and the Company’s breach of its covenants under the Blue Torch Financing Agreement, there is substantial doubt about its ability to continue as a going concern for a period of at least 12 months from the date of reissuance of the consolidated financial statements.

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

Macroeconomic 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.

If any of these factors continue or worsen, and/or if new macroeconomic or geopolitical issues arise, the Company's results and financial condition could be further negatively impacted.

The Company cannot predict the timing, strength, or duration of any economic slowdown, downturn, instability, or recovery, generally or within any particular industry or geography.

Any downturn of the general economy or industries in which the Company operates would adversely affect its business, financial condition, and results of operations.

Segment Information

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, 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 business combination, 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.

Foreign Currency Translation

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

Spire Global, Inc.

2 unchanged sentences

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

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

Management’s significant estimates include assumptions for revenue recognition, which requires estimates of total costs used in measuring the progress of completion for the cost-based input method, allowance for current expected 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.

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 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, 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) income, net in the Consolidated Statements of Operations.

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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The Company uses the following valuation techniques to measure fair value for its assets and liabilities:

Level 1 Quoted market prices for identical assets and liabilities in active markets.

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.

Quoted prices in active markets for identical assets or liabilities.

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.

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

These valuations require significant judgment.

Cash, Cash Equivalents and Restricted Cash

Cash, Cash Equivalents, Marketable Securities and Restricted Cash

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Restricted cash included in Other long-term assets, including restricted cash on the consolidated balance sheets, represents amounts pledged as guarantees or collateral for financing arrangements and lease agreements, as contractually required.

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

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

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

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:

(As Restated)

Cash and cash equivalents

Restricted cash included in Other long-term assets

Accounts Receivable

Accounts Receivable and Notes Receivable (As Restated)

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 income.

An allowance for current expected 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 current expected credit losses are included as a component of sales and marketing 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 $ 84 and $ 174 for the years ended December 31, 2021 and 2020, respectively.

The Company recorded an expense for credit losses of $ 640 and $ 139 on accounts receivables for the years ended December 31, 2023 and 2022, respectively.

Notes receivable and interest on notes receivable are recorded in other current assets on the consolidated balance sheets.

Notes receivable are stated at the amounts management expects to be paid based on the management's knowledge of the customer's financial position.

As of December 31, 2023, the Company recorded an allowance for current expected credit loss of $ 1,218 on the consolidated statements of operations.

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, 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.

Concentrations of Credit Risk (As Restated)

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 had $ 4,500 and $ 0 note receivable balances outstanding as of December 31, 2023 and 2022, respectively.

The entire balance as of December 31, 2023 is with one customer for which the Company has established a $ 1,218 allowance for current expected credit loss (Note 10).

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:

Year Ended December 31,

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.

Spire Global, Inc.

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

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

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

Years Ended December 31,

(As Restated)

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.

The Company believes its reliance on its vendors could be shifted over a period of time to alternative vendors should such a change be necessary.

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

The Company has the following vendors where purchases of equipment, components and services individually represented 10% or more of the Company’s total purchases:

Year Ended December 31,

* Purchases from these vendors were less than 10 % of total purchased during the period.

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 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.

The Company also incorporates technology and terrestrial data sets from third parties into its platform and its inability to maintain rights and access to such technology and data sets would harm its business and results of operations.

Property and Equipment

Property and Equipment (As Restated)

Property and equipment are stated at cost, less accumulated depreciation and amortization.

In-service satellites and related launch costs are capitalized based on its commission date of the underlying asset.

In-service satellites and related launch costs are capitalized based on the commission date of the underlying asset.

Capitalized launch costs for each satellite are allocated based on the total cost of the launch divided by the number of satellites included on that launch.

In-service ground stations and related costs are capitalized once signals are transmitted with in-service satellites.

In the event of a failed launch or deployment of satellites, the related equipment impairment and launch costs are expensed and recorded in Loss on satellite deorbit and launch failure in the Consolidated Statements of Operations.

In the event of a failed launch or deployment of satellites, the related equipment impairment and launch costs are expensed and recorded in the consolidated statements of operations.

The Company also capitalizes certain software costs incurred in connection with developing internal-use software during the project development stage so long as management with the relevant authority authorizes the project, it is probable the project will be completed, and the software will be used to perform the function intended.

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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 refurbishment, renewal 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 income (expense) in the Company’s Consolidated Statements of Operations.

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, 2021 and 2020, 37 % and 74 %, respectively, of the Company’s long-lived assets were located in the U.S., 41 % and none , respectively were located in Canada, and 22 % and 26 %, respectively were located in Europe, Middle East and Africa (collectively, “EMEA”).

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

Within EMEA, 19 % of the Company’s long-lived assets were located in the UK at December 31, 2020.

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) income, 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, 2021 and 2020.

Spire Global, Inc.

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

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

(As Restated)

(1) United Kingdom re presented 36 %, Germany represented 14 % and Luxembourg represented 12 % for the year ended December 31, 2023 and United Kingdom represented 31 % for the year ended December 31, 2022.

represented 1 7 % and 34 % and Canada represented 21 % 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 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 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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Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business acquisitions.

The Company performs a qualitative assessment on goodwill annually in the fourth quarter or if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable.

If it is determined in the qualitative assessment that the fair value of the Company's single reportable unit is more likely than not below its carrying amount, then the Company will perform a quantitative impairment test.

The Company first performs a qualitative assessment of goodwill annually in the fourth quarter, and more frequently if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable.

If it is determined in the qualitative assessment that the fair value of the Company's single reporting unit is more likely than not below its carrying amount, then the Company will perform a quantitative impairment test.

The quantitative goodwill impairment test is performed by comparing the fair value of the reporting unit with its carrying amount.

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For purposes of goodwill impairment testing, the Company has one reporting unit.

Due to the timing of the acquisition of goodwill, this was not applicable for the year ended December 31, 2021.

There were no goodwill impairments recorded during the years ended December 31, 2021 and 2020.

The annual goodwill impairment assessment performed in the fourth quarter of 2023 indicated that the fair value significantly exceeded the carrying value of goodwill.

Intangible assets consist of acquired intangible assets which include customer relationships, developed technology and trade names and the costs to obtain patents and perpetual nonexclusive license rights for the use of intellectual property.

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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.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

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

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

The Company recognized impairment charges of $ 91 for intangible assets for the year ended December 31, 2021 and no ne for the year ended December 31, 2020.

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.

Impairment of Long-Lived Assets

The Company assesses potential impairments to long-lived and intangible assets whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable.

The Company assesses potential impairments to long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable.

An impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets or asset groups.

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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 did no t recognize any impairment charges for long-lived assets for the years ended December 31, 2021 and 2020.

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

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.

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.

During the year ended December 31, 2021, the Company also 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, 2020.

Debt Issuance Costs

For Long-term debt and Convertible notes payable, the Company presents debt issuance costs on the Consolidated Balance Sheets as a direct deduction from their carrying amounts.

Debt issuance costs and the fair value assigned to stock warrants issued related to term loans and convertible notes payable 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 and preferred stock as liabilities on its Consolidated Balance

For long-term debt, the Company presents debt issuance costs on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt facility.

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’ equity.

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

The warrant liability is initially recorded at fair value upon the date of issuance of each warrant and is subsequently remeasured to fair value at each reporting date.

Changes in the fair value of the warrant liabilities are recognized as a component in other income (expense) in the consolidated statements of operations.

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.

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.

Spire Global, Inc.

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

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.

The warrant liability is initially recorded at fair value upon the date of issuance of each warrant and is subsequently remeasured to fair value at each reporting date.

Changes in the fair value of the warrant liability are recognized as a component of Other income, net in the Consolidated Statements of Operations.

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 instrument 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.

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 the holder to purchase one share of the Company’s 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.

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 Common Stock upon the Company achieving certain Earnout Triggering Events (as described in the Merger Agreement and Note 3).

In accordance with ASC 815-40, the earnout shares are not indexed to the Common Stock and therefore are 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), net in the Consolidated Statements of Operations.

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 9) 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.

Revenue Recognition

The Company generates revenue from four main solutions:

Maritime, Aviation, Weather and Space Services.

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 (As Restated)

To determine revenue recognition, the Company performs the following five steps:

(i) identify the contract(s) with a customer;

(ii) identify the performance obligations in the contract;

(iii) determine the transaction price;

(iv) allocate the transaction price to the performance obligations in the contract;

and (v) recognize revenue as or when the Company satisfies the performance obligation.

The Company generates revenue from the following main solutions:

Data, Space Services and Research & Development Services.

Data Solutions

The Company offers the following three data solutions to customers:

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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.

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).

In those cases, the Company accounts for each distinct project-based deliverables as a separate performance obligation and allocates the transaction price to each performance obligation based on its relative standalone selling price, which is generally estimated using cost plus a reasonable margin.

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.

The Company determined that each data access subscription provides a series of distinct services in which the customer simultaneously receives and consumes the data service.

Therefore, for subscription-based data services, the Company recognizes revenue ratably over the subscription period.

Revenue is recognized upon delivery for data products such as archive data and custom reports, which are performance obligations satisfied at a point in time upon transfer of control.

Spire Global, Inc.

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

The Company recognizes revenue when (or as) the performance obligation is satisfied, either over time or at a point in time.

The Company has determined that each data access subscription provides a series of distinct services in which the customer simultaneously receives and consumes data.

Therefore, for subscription-based data services, the Company recognizes revenue ratably over the subscription period.

Revenue is recognized upon delivery for data products such as archive data and custom reports, which are performance obligations satisfied at a point in time upon transfer of control.

For space services, control of the data typically is transferred at the time the customer gains access to the benefit of the service.

If customer acceptance is required, revenue is recognized upon receipt of notice of customer acceptance, which is generally a short period of time after delivery.

For certain project-based performance obligations (e.g., manufacturing and launch phases), revenue is recognized over time, using the output method, specifically contract milestones, which we have determined to be the most direct and reasonable measure of progress as they reflect the results achieved and value transferred to the customer.

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 receivables, contract assets, and contract liabilities on the Company’s Consolidated Balance Sheets.

Space Services Solution

The Company also provides an innovative “space-as-a-service” business model through its Space Services solution.

The customers in these contracts require the use of a satellite that, in addition to other general data service capabilities, has certain sensors or capabilities that are custom designed and integrated into the satellite for a specific mission, together with other data transmission and operating infrastructure.

Generally, the Company and the customer collaborate on the satellite design.

Either the customer or the Company may provide a payload component that is integrated into the satellite, depending on the terms of the contract.

Any customer-provided components are generally a form of customer-provided material.

As part of the Space Services solution, the Company performs various activities that range from designing, building, and launching the integrated satellites to enable the customer to send operational requests to the payload through a Company-provided interface.

The Company provides a significant service of integrating all the services within the contract into a combined output represented by the Space Services, a stand-ready promise to provide a daily suite of services related to the capture and transmittal of data to the customer based on the customer’s operational requests that is comprised of a series of distinct days of service.

The arrangement may also include options granting a material right to extend the service term for the Space Services.

This evaluation is performed on a contract-by-contract basis.

Third parties may be involved as part of the arrangement to provide services, such as launch or telecommunications support.

The Company determined that it controls the services provided to customers and is therefore the principal (i.e., revenue is recognized on a gross basis).

The transaction price in a typical contract includes fixed amounts of monthly set-up and service fees.

The contracts may also include variable consideration that decreases the transaction price, such as service-level credits when agreed upon service levels are not met, which historically has not been material to the arrangement.

The Company allocates service-level credits entirely to the distinct day of service to which they relate.

Additionally, these arrangements do not contain significant financing components as any timing difference between payment and transfer of goods and services arises for reasons other than financing.

In some arrangements, the customer may provide a payload to the Company to be used in providing the service to the customer.

The Company evaluates whether the customer payload is noncash consideration received from the customer.

The Company determined that customer-provided payloads are not noncash consideration because the Company does not obtain control of such payloads.

When there is an option granting a material right in an arrangement, the Company will allocate the transaction price to the Space Services and to the options granting material rights by applying the practical alternative approach (i.e., allocate the transaction price to the optional services by reference to the services expected to be provided and the corresponding expected consideration).

Revenue from Space Services Contracts are recognized over time using an output measure of progress based on satellite months consumed, beginning when the service start date commences for satellites.

The consideration allocated to options granting a material right are recognized when (or as) the underlying future services are transferred, or when the options expire.

Generally, Space Services solution arrangements do not contain a lease because the Company is able to derive more than insignificant economic benefits from the various capabilities of the integrated satellites.

However, in the limited instances when the customer obtains substantially all of the economic benefits determined at contract inception, the Space Services solution arrangements are determined to include an embedded lease of an integrated satellite(s) to the customer.

For such arrangements, the Company has determined that that the customer is the deemed owner of the satellite(s) during the construction period.

As a result, the Company determined it is providing manufacturing and launch services for those arrangements, and accounts for them based on guidance for other contracts with customers.

The Company typically identifies the following performance obligations in these arrangements:

(1) manufacturing services, (2) launch services and (3) a stand-ready obligation to provide Space Services that is comprised of a series of distinct days of service.

Arrangements may also include options granting a material right to extend the service term for the Space Services.

The Company allocates the transaction price to the performance obligations based on the Company’s estimates of standalone selling price.

The Company recognizes revenue for the manufacturing services over time using an input measure of progress based on costs incurred.

The Company recognizes revenue from launch services at a point in time when the satellites are launched into the orbit.

The Company recognizes revenue for Space Services over time using an output measure of progress based on satellite months consumed beginning when the services

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

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

have commenced.

If there are options granting a material right in the arrangement, the consideration allocated to the options granting material rights is recognized when (or as) the underlying future services are transferred, or when the options expire.

Research and Development Services Solution

The Company also offers research and development services (“R&D Services”) to third parties, frequently including governmental entities, for the advancement of contracted satellite technologies.

Such services are typically contracted for a specific research goal that may or may not contribute to a broader satellite technology.

In addition to providing research and development services, the Company grants the counterparty a license to the developed intellectual property.

Generally, the Company and the customer share the costs and benefits of these R&D Services.

Within R&D Services Contracts, there is a single, combined performance obligation consisting of research and development activities, license(s) of developed intellectual property, and regular research and development progress meetings, and the transaction price is typically comprised of variable consideration including refundable, up-front cash advances and subsequent milestone-based payments.

Such consideration is not expected to be constrained.

There is no noncash consideration, no consideration payable, nor a significant financing component.

Further, because there generally is only one research and development performance obligation, transaction price allocation is not required.

The counterparty obtains control of the developed intellectual property as the Company creates and enhances it, and the related benefits transfer throughout the term over which the obligation is satisfied.

Revenue is recognized over time, utilizing an input method based on costs incurred as the best approximation of progress completed to date (i.e., cost-to-cost measure of progress).

Accounting for those R&D Services Contracts requires significant judgment relative to estimating total contract revenues and costs;

in particular, assumptions relative to the amount of time to complete the contract, including the assessment of the nature and complexity of the work to be performed.

The Company’s estimates are based upon the professional knowledge and experience of its engineers, program managers and other personnel.

For all revenue solutions, the Company has elected to exclude from transaction price taxes assessed by a governmental authority that are both imposed on and concurrent with the specific revenue-producing transaction and collected by the entity from a customer.

Contract Assets and Liabilities (As Restated)

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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Conversely, contract liabilities are recorded when the Company has an unconditional right to consideration before it has satisfied a performance obligation.

Contract liabilities consist of funds received in advance of revenue recognition from subscription services or project-based services that are subsequently recognized when the revenue recognition criteria are met.

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.

Contract liabilities consist of funds received in advance of revenue recognition from subscription services or Space Services that are subsequently recognized when the revenue recognition criteria are met.

The non-current portion of contract liabilities consists of funds received in advance of revenue recognition from subscription services or Space 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 amortizes the deferred contract costs on a straight-line basis over the period of expected benefit, which is typically 12 to 24 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, 2021 and 2020 were $ 1,419 and $ 1,004 , respectively, of which $ 885 and $ 657 were classified as current, respectively.

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 were $ 926 and $ 890 , at December 31, 2023 and 2022, respectively, of which $ 487 and $ 439 , respectively, were classified as current.

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

Cost of Revenue

Costs directly related to providing project-based services and producing data that is subscribed by the customers, including cost of third-party data sets, and allocated overhead costs, are included in Cost of revenue in the Consolidated Statements of Operations.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

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

Cost of Revenue (As Restated)

Cost of revenue consists primarily of personnel costs, depreciation, hosted infrastructure and high-power computing costs, third-party operating and royalty costs associated with delivering data and services to customers, costs associated with R&D Services Contracts, allocated overhead costs and amortization of purchased intangibles (e.g., customer relationships and developed technology) associated with the Acquisition.

Overhead costs primarily include allocable amounts of utilities, rent, depreciation expense on assets used directly in revenue-producing activities, indirect materials, production and test administration expenses, and repairs and maintenance.

Research and Development Costs

In certain Space Services solution arrangements in which the customer is determined to be the deemed owner of the satellite during the construction period, the costs incurred to fulfill the manufacturing performance obligation are expensed as incurred as cost of revenue, following the cost-to-cost progress measure.

Costs associated with the launch performance obligation are capitalized as a cost to fulfill the contract until launch occurs, and recognized as cost of revenue at the point in time control of the launch services passes to the customer.

As of December 31, 2023 and December 31, 2022, the launch costs capitalized as cost to fulfill the contract related to such arrangements were $ 7,585 and $ 0 , respectively.

Costs associated with Space Services Contracts performance obligations will generally be recognized as incurred.

Research and Development Costs (As Restated)

Research and development expenses consist primarily of employee-related expenses, third-party consulting fees, and computing costs which are expensed as incurred.

Costs associated with R&D Services Contracts are included as part of cost of revenue, described above.

Amounts included as research and development expense are from the Company’s separate research and development efforts.

Leases (As Restated)

The Company determines whether a contract is or contains a lease at contract inception.

The Company assess whether the Company (as potential lessee) or customer (as potential lessor) has the right to direct the use of an identified asset over the period of use by assessing whether the entity has the right to substantially all of the economic benefits and has the ability to determine how and for what purpose the identified asset is used.

Lessee arrangements

For lessee arrangements, operating lease right-of-use (“ROU”) assets are presented as a separate line item on the consolidated balance sheets.

With respect to lease liabilities, the current portion is presented along with the other accrued expense line item and non-current operating lease liabilities are presented as separate line items on our consolidated balance sheets.

The current operating lease liabilities are presented within the other accrued expense line within the consolidated balance sheets.

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

Lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term, discounted using the discount rate for the lease at lease commencement.

As the rate implicit in the lease is not readily determinable for the Company’s leases, the Company uses its incremental borrowing rate based on information available at the commencement date as the discount rate.

The incremental borrowing rate for a lease is the rate of interest the Company expects to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms in a similar economic environment.

ROU assets are recognized at commencement date at the value of the lease liability, adjusted for any prepayments, lease incentives received, and initial direct costs incurred.

The lease term may include periods covered by options to extend the lease when it is reasonably certain that we will exercise that option as well as periods beyond the termination date when we are reasonably certain not to exercise a related termination option.

In the consolidated statements of operations, lease expense for operating leases is recognized on a straight-line basis over the lease term.

The Company has elected the practical expedient to not separate non-lease components from the lease components to which they relate, and instead account for them as a single lease component for all underlying asset classes.

Accordingly, all related costs are accounted for under the lease accounting model.

In addition, the Company elected to apply the short-term lease

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

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

exception for all underlying asset classes.

That is, leases with an initial lease term of 12 months or less are not recognized on the consolidated balance sheets, but rather expensed on a straight-line basis over the lease term.

Lessor arrangements

Certain Space Services solution arrangements are determined to contain an embedded lease when the customer obtains substantially all of the economic benefits from the integrated satellite(s) that is to be constructed for the arrangement.

In those instances, the customer is determined to be the deemed owner of the integrated satellite during the construction period, and the transaction is accounted for as a manufacturing and launch service under guidance for other customer contracts.

Refer to the “Space Services” subsection within the “Revenue Recognition” section above for more details on these types of arrangements.

Sales and Marketing

Sales and marketing expenses consist primarily of employee-related expenses, sales commissions, marketing and advertising costs, costs incurred in the development of customer relationships, brand development costs, allowance for current expected credit losses, travel-related expenses and amortization of purchased intangible backlog associated with the Acquisition.

The Company expenses advertising costs as incurred.

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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,

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

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

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.

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, discretionary profit-sharing contributions and/or qualified nonelective contributions during the years ended December 31, 2023 and 2022.

The Company has defined contribution pension plans at its foreign subsidiaries which covers all employees who meet certain eligibility requirements.

The contributions made by the Company under these plans during the years ended December 31, 2021 and 2020 were not material.

The Company has defined contribution pension plans at its foreign subsidiaries which cover all employees who meet certain eligibility requirements.

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

Stock-Based Compensation

The Company has an equity incentive plan under which the Company grants stock-based awards to employees and non-employees.

The Company accounts for stock-based awards in accordance with FASB Accounting Standards Codification (“ASC”) 718, Stock-Based Compensation , which requires the measurement and recognition of compensation expense, based on estimated fair values, for all stock-based awards made to employees and non-employees for stock options.

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 Company accounts for stock-based awards in accordance with ASC 718, Stock-Based Compensation, which requires the measurement and recognition of compensation expense, based on estimated fair values, for all stock-based awards made to employees and non-employees.

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 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.

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.

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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Because of the lack of sufficient historical data, the Company uses the simple average of the vesting period and the contractual term to estimate the period the stock options are expected to be outstanding.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

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

• Expected volatility.

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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.

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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.

Related Parties

In November 2021, in conjunction with the acquisition of exactEarth, Myriota, a Spire customer, became a related party, as exactEarth has 14 % ownership of Myriota.

As of December 31, 2021, $ 4,101 of investment in Myriota is included in Other long-term assets, including restricted cash on the Consolidated Balance Sheets.

The Company generated $ 408 in revenue during the year ended December 31, 2021 and $ 170 accounts receivable as of December 31, 2021 from Myriota.

One of the Company’s stockholders and debtors is also a customer from which the Company generated $ 871 of revenue for the year ended December 31, 2020.

No revenue was generated from this customer for the year ended December 31, 2021.

The Company borrowed gross proceeds of $ 1,232 of Convertible notes payable in February 2021 and $ 6,414 of Convertible notes payable during the year ended December 31, 2019, from certain stockholders (Note 9).

Interest expense recognized on related party Convertible notes payable is $ 413 and $ 783 for the years ended December 31, 2021 and 2020, respectively.

Immediately prior to the effective time of the Merger, the Convertible Notes were automatically converted into shares of common stock of Old Spire (“Old Spire Common Stock”) (Note 3 and Note 9).

Total carrying value of the related party balance included as Convertible notes payable, net on the Consolidated Balance Sheets was $ 0 and $ 7,498 as of December 31, 2021 and 2020, respectively.

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.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as net operating loss and tax credit carryforwards.

Deferred tax amounts are determined by using the enacted tax rates expected to be in effect when the temporary differences are expected to be recovered or settled.

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

A valuation allowance reduces the deferred tax assets to the amount that is more likely than not to be realized.

Related Parties (As Restated)

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.

The Company accounts for this investment using the equity method of accounting.

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 $ 897 and $ 2,278 in revenue from Myriota during the years ended December 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.

Spire Global, Inc.

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Comprehensive Loss

Comprehensive loss is comprised of Net loss and Other comprehensive loss consisting of Foreign currency translation adjustments.

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 Company has two types of common stock, Class A and Class B.

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

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

The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared, if any, and participating rights in undistributed earnings.

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.

The Company’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in losses of the Company.

Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to participating securities.

In such periods, diluted net loss per share is the same as basic net loss per share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

Upon the Closing Date of the merger, the preferred stock two-class method is no longer applicable.

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.

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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 June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments, as amended (“ASU 2016-13”), which requires the measurement and recognition of expected credit losses for financial assets not held at fair value.

ASU 2016-13 replaces the existing incurred loss impairment model with a forward-looking expected credit loss model which will result in earlier recognition of credit losses.

The Company adopted the requirements of ASU 2016-13 effective January 1, 2021 and determined that the financial impact from the adoption of this standard was immaterial to its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40):

Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (A Consensus of the FASB Emerging Issues Task Force) (“ASU 2018-15”), which aligns the requirements for capitalizing implementation costs incurred in a cloud computing hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software.

The Company adopted the requirements of ASU 2018-15 effective January 1, 2021 and determined that the financial impact from the adoption of this standard was immaterial to its consolidated financial statements.

In March 2020 and January 2021, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and ASU 2021-01, Reference Rate Reform (Topic 848), respectively, which refine the scope of ASC Topic 848 and clarify some of its guidance as part of the FASB’s monitoring of global reference rate reform activities.

These standards permit entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, for computing variation margin settlements, and for calculating price alignment interest in connection with reference rate reform activities under way in global financial markets.

The amendments in ASU 2020-04 were effective for all entities as of March 12, 2020 through December 31, 2022 and the amendments in ASU 2021-01 are effective immediately for all entities.

The Company determined that the financial impact from the adoption of these standards was immaterial to its consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 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 clarification released by the FASB.

Under the new standard, a lessee should recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term.

This standard is effective for fiscal years beginning after December 15, 2021, with early adoption permitted.

The Company will adopt the new standard on January 1, 2022 using a modified retrospective approach with a cumulative-effect adjustment to opening retained earnings.

Therefore, upon adoption, the Company will not adjust its comparative period

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

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

financial statements or disclose ASC 842 lease disclosures for periods before January 1, 2022.

The Company has evaluated the available accounting policy elections and practical expedients permitted by the standard and will adopt the package of practical expedients to not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs.

While the Company is still finalizing its evaluation of the impact of the new lease accounting guidance, the Company expects a material impact to the consolidated financial statements as a result of the recognition of right-of-use assets and leases liabilities.

In addition, the Company does not expect the standard to have a material impact on the Company's liquidity or debt covenant compliance under its current agreement.

The new standard also provides practical expedients for a company's ongoing accounting.

The Company will elect 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 including for existing short-term leases of assets in transition.

The Company also currently expects to elect the practical expedient to not separate lease and non-lease components for all its leases.

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 and its 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 is effective for fiscal years beginning after December 15, 2021 (January 1, 2022 for the Company), with early adoption permitted.

The Company does not expect the standard to have a material impact on the Company's Consolidated Financial Statements.

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 most recent acquisition of exactEarth.

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 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 Company does not expect this accounting standard update to have a material impact on its consolidated financial statements.

Reverse Capitalization

Immediately prior to the Closing:

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

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

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

Each of the Convertible Notes (as defined in Note 9) automatically converted into shares of Old 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 .

Old 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 Old 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 Old Spire Common Stock, including shares of Old Spire Common Stock issued pursuant to the conversion of the Old Spire Preferred Stock, the Convertible Notes and the Old 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 Old 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 Old Spire Common Stock (“Old Spire Options”) assumed by NavSight.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

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

All outstanding Old 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 Old 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.

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

Old Spire Common Stock (excluding Founders)

Old Spire Convertible Preferred Stock

Old Spire Convertible Notes

Old Spire Warrants (excluding EIB warrants)

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

New Spire Class A Common Stock issued to Old 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 Old 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 Old 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, Old Spire’s operations prior to the acquisition comprising the only ongoing operations of New Spire, and Old 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 Old Spire with the Merger being treated as the equivalent of Old 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 Old 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 interest of exactEarth for a purchase price of $ 128,953 , and was 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 on the Consolidated Statement of Operations for the year ended December 31, 2021 and are reflected in pro forma earnings for the year ende d December 31, 2020, in the table below.

The purchase price components are summarized in the following table:

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

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

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 restricted stock units ("RSU"), respectively .

(2) Included in the cash consideration are:

$ 97,454 for outstanding exactEarth shares,

$ 8,888 cash settlement of exactEarth stock options, RSU 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 Statement 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 expected to be 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 allocation of the purchase price has not been finalized, mainly due to the period of time between the acquisition of exactEarth and the date of this filing, and is based upon the best available information at the current time.

The final determination of the fair values of the customer relationships, other intangible assets and investment in Myriota acquired is dependent upon certain valuation and other studies that have not yet been finalized, and will be completed as soon as practicable, but no later than one year after the consummation of the acquisition of exactEarth.

The following table summarizes the preliminary estimated acquisition date fair value 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 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

Spire Global, Inc.

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

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.

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 preliminary 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 nonrecurring adjustments of $ 4,733 related to acquisition costs incurred and $ 2,972 related to replacement awards have been included in the pro forma income statement for the year ended December 31, 2020.

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:

Revenues and losses attributable to the acquired business since the date of the acquisition recognized within the Consolidate Statement of Operations for the year ended 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 $ 20,356 and represented 47 % of total revenue for the year ended December 31, 2021.

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.

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 (As Restated)

Disaggregation of Revenue

Revenue from subscription-based contracts was $ 71,754 , representing 74 % of total revenue for the year ended December 31, 2023.

Revenue from non-subscription-based contracts was $ 23,019 and represented 53 % of total revenue for the year ended December 31, 2021.

Revenue from subscription-based contracts was $ 58,499 , representing 83 % of total revenue for the year ended December 31, 2022.

Revenue from non-subscription-based contracts was $ 25,858 , representing 26 % of total revenue for the year ended December 31, 2023.

Revenue from non-subscription-based contracts was $ 12,415 , representing 18 % of total revenue for the year ended December 31, 2022.

The following revenue disaggregated by geography was recognized:

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December 31, 2022

Asia Pacific (3)

(1) Netherlands represented 24 % and 37 % for the years ended December 31, 2021 and 2020, respectively.

(As Restated)

represented 41 % and 26 % for the years ended December 31, 2023 and 2022, respectively .

(3) Australia represented 11 % and 9 % for the years ended December 31, 2021 and 2020, respectively.

(2) United Kingdom represented 13 % and 11 % for the years ended December 31, 2023 and 2022, respectively.

Contract Assets

The increase in contract assets is due to the acquisition of exactEarth.

At December 31, 2021 and 2020, Contract assets were $ 2,084 and $ 853 , respectively, on the Consolidated Balance Sheets.

Changes in Contract assets were as follows:

Balance at the beginning of the year

Contract assets recorded during the year

Reclassified to Accounts receivable

Balance at the end of the year

Contract Liabilities

At December 31, 2021, Contract liabilities were $ 9,255 of which $ 8,627 is reported in current portion of Contract liabilities and $ 628 is reported in non-current potion in Other long-term liabilities on the Company’s Consolidated Balance Sheets.

At December 31, 2020, Contract liabilities were $ 8,110 and is reported in current portion of Contract liabilities on the Consolidated Balance Sheets.

At December 31, 2023, contract assets were $ 4,917 , of which $ 4,718 was reported in contract assets, and $ 199 in other long-term assets, including restricted cash on the Company's consolidated balance sheets.

At December 31, 2022, contract assets were $ 2,881 , which was reported in contract assets on the Company's consolidated balance sheets.

Spire Global, Inc.

2 unchanged sentences

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

Changes in contract assets were as follows:

(As Restated)

Balance as of January 1

Contract assets recorded during the year

Reclassified to accounts receivable during the year

Balance as of December 31

Contract Liabilities

At December 31, 2023, contract liabilities were $ 49,101 , of which $ 31,178 was reported in contract liabilities, current portion, and $ 17,923 was reported in other long-term liabilities on the Company’s consolidated balance sheets.

At December 31, 2022, contract liabilities were $ 34,873 , of which $ 20,524 was reported in contract liabilities, current portion, and $ 14,349 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

(As Restated)

Balance as of January 1

Contract liabilities recorded during the year

Revenue recognized during the year

Balance at the end of the year

Balance as of December 31

Remaining Performance Obligations

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These commitments for future services exclude (i) contracts with an original term of one year or less, and (ii) cancellable contracts.

As of December 31, 2021, the amount not yet recognized as revenue from these commitments is $ 83,171 .

The Company expects to recognize 53 % of these future commitments over the next 12 months and the remaining 47 % thereafter as revenue when the performance obligations are met.

Other Balance Sheet Components

Other current assets, including restricted cash consisted of the following:

As of December 31, 2023, the amount not yet recognized as revenue from these commitments was $ 219,661 .

The Company expects to recognize its remaining performance obligations as of December 31, 2023, over the following periods:

December 31, 2023

(As Restated)

1 to 12 months

13 to 24 months

25 to 36 months

Other Balance Sheet Components (As Restated)

Other current assets consisted of the following:

(As Restated)

Technology and other prepaid contracts

Notes receivable

Prepaid insurance

2 unchanged sentences

Other current assets

Other accrued expenses consisted of the following:

Professional services

Satellite/launch/ground station material

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

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

Property and equipment, net consisted of the following:

(As Restated)

Satellites in-service

8 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, 2021 and 2020, was $ 8,509 and $ 5,330 , respectively, including amortization of internal-use software of $ 34 and $ 144 , respectively.

There were no costs incurred from failed launches and losses from satellite deorbit and other equipment failure during the year ended December 31, 2021 and $ 666 for the year ended December 31, 2020.

Costs related to failed launches are not capitalized and are included in Loss on satellite deorbit and launch failure in the Consolidated Statements of Operations.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

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

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

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

Other accrued expenses consisted of the following:

(As Restated)

Operating lease liabilities, current

Professional services

Third-party operating costs

Corporate and sales tax

Accrued interest

Other accrued expenses

Goodwill and Intangible Assets

1 unchanged sentence

Balance at December 31, 2022

Goodwill related to exactEarth acquisition

Impact of foreign currency translation

Balance at 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)

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

In conjunction with the exactEarth acquisition, the Company acquired intangible assets for a total of $ 43,621 in November 2021.

As of December 31, 2021, the weighted-average amortization period for Customer relationships and Developed technology was 11.9 years, Trade names was 4.9 years, Backlog was 0.9 years and patents and FCC licenses was 7.6 years.

Customer relationships

Developed technology

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

Amortization expense related to intangible assets for the years ended December 31, 2023 and 2022 was $ 3,518 and $ 6,570 , respectively.

During the year ended December 31, 2021, the Company recognized im pairment charges of $ 91 for intangible assets relating to patent costs.

No impairment charges were recognized for the year ended December 31, 2020.

The patents asset balance as of December 31, 2021 and 2020 includes $ 196 and $ 284 of capitalized patent costs, respectively, that will begin amortization upon the issuance of an official patent right to the Company.

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 of $ 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.

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

Years ending December 31,

2027 and thereafter

Capitalized patent costs, unissued

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

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

Long-Term Debt

Long-term debt consisted of the following:

Eastward Loan Facility

EIB Loan Facility

Blue Torch term loan

Total long-term debt

1 unchanged sentence

Non-current portion of long-term debt

The Company recorded $ 8,368 and $ 1,406 of interest expense from long-term debt for the years ended December 31, 2021 and 2020, respectively.

The Company recorded $ 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.

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.

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 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 annual agency fee and an exit fee of $ 1,800 upon termination of the Blue Torch Financing Agreement.

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

Spire Global, Inc.

2 unchanged sentences

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

In April 2020, the Company received loan proceeds in the amount of $ 1,709 under the Paycheck Protection Program (“PPP”).

The PPP, established as part of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, provides for loans to qualifying businesses for amounts up to 2.5 times the average monthly payroll expenses of the qualifying business.

The loan under the PPP was in the form of a note payable to SVB (the “PPP Loan”) originally scheduled to mature in April 2022, which has been classified as Long-term debt on the Consolidated Balance Sheet at December 31, 2020.

The PPP Loan incurred interest at a rate of 1.00 % per annum payable monthly.

The PPP Loan and accrued interest are forgivable as long as the borrower uses the loan proceeds for eligible purposes.

The Company’s PPP Loan and accrued interest were forgiven in January 2021.

EIB Loan Facility

In August 2020, the Company’s Luxembourg subsidiary entered into a loan agreement with the European Investment Bank (“EIB”) that provided for a total loan facility of EUR 20,000 distributable in three tranches (the “EIB Loan Facility”) and was collateralized by substantially all assets of the Company.

In connection with the EIB debt agreement, on August 20, 2020, the Company issued to EIB 454,899 warrants exercisable into the Company’s common stock at a price of $ 0.0001 per share (Note 13) and drew EUR 5,000 under the Tranche A of the EIB Loan Facility on September 23, 2020.

Borrowing under Tranche A did not carry an interest component.

On October 29, 2020, the Company issued an additional 454,899 warrants to EIB exercisable into the Company’s common stock at a price of $ 0.0001 per share (Note 13) and drew EUR 7,000 under Tranche B of the EIB Loan Facility on November 23, 2020.

Borrowing under Tranche B carried interest at EURIBOR plus 5 % per annum ( 4.457 % at December 31, 2020).

The borrowings under the EIB Loan Facility were due in full five years from the disbursement date of the relevant tranche, which have been classified in non-current portion of Long-term debt on the Consolidated Balance Sheet at December 31, 2020, with interest payable quarterly in arrears.

The prepayment premium on the EIB Loan Facility for Tranches B was 3 % in the first year, 2 % in the second year and 1 % in the third year on the principal amount of the loan repaid.

The EIB Loan Facility included covenants that limit the Company’s ability to, among other things, dispose assets, consummate mergers and acquisitions, incur additional indebtedness, grant liens, pay dividends or other distributions without preapproval by EIB.

The Company incurred $ 551 of debt issuance costs and issued common stock warrants with an estimated fair value of $ 3,612 at their dates of issuance, the total of which has been presented as a deduction from the carrying amounts of the EIB Loan Facility on the Consolidated Balance sheet and were being amortized to interest expense over the term of the EIB Loan Facility.

In May 2021, the outstanding balance of the EIB Loan Facility was paid off.

On September 24, 2021, EIB submitted a notice of cancellation for 775,966 EIB warrants (Tranche A).

The valuation for settlement of these warrants was based on a 20 -day volume weighted average price (“VWAP”) valuation method using the Company’s publicly traded stock price as of September 30, 2021.

On October 18, 2021, EIB submitted a notice of cancellation for the remaining 775,966 EIB warrants (Tranche B).

The valuation for settlement of these warrants was based on the VWAP 20-day trading price method as of October 14, 2021, as stated in the notice of cancellation.

These warrants were settled in November 2021 for $ 19,942 .

Eastward Loan Facility

In December 2020, the Company entered into a loan agreement with Eastward Fund Management, LLC (“Eastward”) to borrow up to $ 25,000 (the “Eastward Loan Facility”).

On December 30, 2020, the Company drew $ 15,000 of the available loan facility under the Eastward Loan Facility and incurred a $ 300 repayment fee due upon maturity of the Eastward Loan Facility.

In conjunction with the Eastward loan agreement, the Company agreed to issue to Eastward up to a total of 314,861 warrants to acquire the Company’s common stock if the full facility was drawn.

The Company paid a 1 % commitment fee on the principal amount borrowed.

The Company would have paid interest only for the first 24 months this loan was outstanding and then $ 625 plus interest during each of the final 24 months this loan was outstanding.

The interest rate for the Eastward Loan Facility was 11.75 % per annum and the total term of this loan was 48 months.

The prepayment premium on the Eastward Loan Facility was 3 % during the first two years, 2 % in the third year and 1 % thereafter on the principal amount of the loan repaid.

The Eastward Loan Facility included covenants that limit the Company’s ability to, among other things, dispose assets, consummate mergers and acquisitions, incur additional indebtedness, grant liens, pay dividends or other distributions without preapproval by Eastward.

On December 30, 2020, the Company issued to Eastward 188,916 warrants exercisable into the Company’s common stock at a price of $ 3.97 per share (Note 13).

These warrants have been determined to be accounted for as equity at their estimated fair value at the date of issuance.

The Company recorded $ 542 as Additional paid-in capital and presented the related debt issuance costs as a deduction from the carrying amounts of the Eastward Loan Facility on the Consolidated Balance Sheet which are being amortized to interest expense over the term of the Eastward Loan Facility.

In May 2021, the outstanding balance of Eastward Loan Facility was paid off.

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”) (as amended on May 17, 2021, the “FP Credit Agreement”), for a $ 70,000 term loan facility (the “FP Term Loan”).

Upon funding in May 2021, the FP Term Loan was used (i) to pay off the Company's existing credit facilities with Eastward Fund Management, LLC (the “Eastward Loan Facility”) and EIB (the “EIB Loan Facility”) and (ii) to fund working capital and for general corporate purposes.

The Company incurred $ 12,277 of debt issuance costs relating to the FP Term Loan.

The FP Lenders had the option to elect to convert a portion of their specified contractual return into common stock of the Company immediately preceding the Merger, at a conversion price specified in the FP Term Loan Agreement by submitting a notice to convert on or prior to the funding date in May 2021 (the “Conversion Election”).

If the FP Lenders had exercised the Conversion Election, and the Company did not elect to repay the outstanding principal amount of the FP Term Loan at the Closing, then the interest rate would have increased to 9 % per annum.

However, the FP Lenders did not

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

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.

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.

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 9) 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.

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.

The Company incurred $ 4,591 of debt issuance costs, inclusive of fees paid to the Lenders, and issued Credit Agreement Warrants with an estimated fair value of $ 6,157 at the date of issuance, the total of which has been presented as a deduction from the carrying amounts of the Blue Torch Credit Facility on the consolidated balance sheets and is being amortized to interest expense over the term of the Blue Torch Credit Facility.

The Credit Agreement Warrants may be exercised on a cashless basis.

The Credit Agreement Warrants are exercisable for a term beginning on the date of issuance and ending on the earlier to occur of ten years from the date of issuance or the consummation of certain of the Company's acquisitions as set forth in the Credit Agreement Warrants.

The number of shares for

Spire Global, Inc.

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

make the Conversion Election and so the interest rate would have decreased to 4 % per annum upon the occurrence of the Merger under the original terms of the FP Term Loan Agreement.

At the date of the closing of the FP Term Loan Agreement, the contingent interest feature described immediately above was determined to be an embedded derivative asset with an associated debt premium recorded.

The fair value of this financial instrument of $ 8,922 was presented net within Long-term Debt on the Consolidated Balance Sheets at June 30, 2021.

However, because of the interest rate increase under the FP Amendment (as defined below), the contingent interest embedded derivative asset and associated debt premium were derecognized upon the execution of the FP Amendment.

The FP Term Loan includes covenants that limit 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, 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 EBITDA, until the closing of a qualifying IPO, which includes the Merger.

The Company issued an equity grant of 977,723 shares of New Spire Class A Common Stock with a value of $ 8,065 to the FP Lenders upon funding of the FP Term Loan.

On August 5, 2021, the Company and FP Lenders executed an amendment (the “FP Amendment”) to the FP Term Loan to modify certain terms.

Among other things, the FP Amendment waived the instance of the noncompliance with provisions for the timely notification of the Company’s election to add accrued unpaid interest as of June 30, 2021 to the outstanding principal.

The FP Lenders also waived any default interest that would have applied as a result of the noncompliance.

The FP Amendment also reinstated the previously expired Conversion Election and served as formal notice of this election by the FP Lenders.

As a result, the FP Lenders received 1,490,769 shares of New Spire Class A Common Stock.

In connection with FP’s exercise of the Conversion Election, the interest rate on the FP Term Loan increased to 9 % per annum following the Closing.

The Company has determined that the FP Amendment represents an accounting modification of the original FP Term Loan.

In connection with the debt modification accounting, no gain or loss was recorded related to the FP Amendment, and the Company capitalized the fair value of $ 14,803 for the 1,490,769 shares of New Spire Class A Common Stock issued to the FP Lenders to be amortized over the remaining life of the FP Term Loan as part of the effective yield of the FP Term Loan beginning in the third quarter of 2021.

The FP Term Loan matures on April 15, 2026 and is collateralized by substantially all assets of the Company.

The Company has the option to prepay the loan in advance of its final maturity, which was subject to a prepayment penalty under the original terms of the FP Term Loan Agreement that varied between $ 17,500 and $ 49,000 based on the timing and circumstances of the repayment.

During the year ended December 31, 2021, the Company recognized within Other (expense) income, net on the Consolidated Statement of Operations, $ 4,954 as a loss on extinguishment of debt, resulting from paying off the EIB Loan Facility and the Eastward Loan Facility, and $ 1,699 as a gain from extinguishment of debt resulting from the U.S.

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

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.

Government Loan

In November 2021, the Company completed its acquisition of exactEarth 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, 2021 $ 4,464 was included in Long-term debt, non-current on the Consolidated Balance Sheets.

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 .

The 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 accrue interest at 8 % per annum, compounded quarterly.

In May 2021, the Company and the holders of the 2019 and 2020 Convertible Notes agreed to extend the maturity date of all convertible promissory notes outstanding at December 31, 2020 from January 29, 2022 to July 31, 2022 .

If not converted, at the option of the holders, all unpaid principal, interest and a balloon payment of 5 % of the principal balance is due on the stated maturity date of July 31, 2022.

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

In connection with securing the 2019 and 2020 Convertible Notes, the Company incurred debt issuance costs of $ 392 that have been recorded as a deduction of the carrying amount of convertible debt and are being amortized to interest expense over the term of the 2019 and 2020 Convertible Notes.

Conversion of the 2019 and 2020 Convertible Notes can be automatic based on events such as an initial public offering (“IPO”) by the Company or voluntary based on events such as a change of control or maturity.

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 mature four years from the date of issuance and accrue interest at 8 % per annum, compounded quarterly.

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

Conversion of the 2021 Convertible Notes can 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.

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.

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 2022, $ 5,128 and $ 4,857 , respectively, 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.

Leases (As Restated)

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

The leases have various expiration dates through 2031.

Certain of the Company’s lease agreements include escalating lease payments.

Additionally, certain lease agreements contain renewal provisions and other provisions which require the Company to pay taxes, insurance, or maintenance costs.

These payments are generally variable and are expensed as incurred on the consolidated statements of operations.

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

Aggregate variable lease expenses and short-term lease expenses were $ 613 and $ 548 , for 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:

Total ROU assets

Total lease liabilities

Weighted-average remaining lease term (years)

Weighted-average discount rate

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

Years ending December 31,

Total lease payments

Interest on lease payments

Present value of lease liabilities

Operating cash flows paid were $ 2,782 and $ 1,632 included in the measurement of operating lease liabilities for the years ended December 31, 2023 and 2022, 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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(In thousands, except shares and per share data, unless otherwise noted)

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

The conversion ratio to Old Spire Common Stock for the 2019 and 2020 Convertible Notes was 2.4808 whereas the conversion ratio to Old 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 Old Spire Common Stock received from such conversion multiplied exchange ratio of 1.7058 .

Total accrued interest on Convertible Notes was $ 0 and $ 5,944 as of December 31, 2021 and 2020, respectively, and included in Convertible notes payable, net on the Consolidated Balance Sheets.

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 and $ 4,490 of interest expense on the Convertible Notes for the years ended December 31, 2021 and 2020, respectively.

Fair Value Measurement

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

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

Cash and cash equivalents:

Money market funds

Marketable securities:

treasury bills and bonds

Commercial paper

government and agency securities

Long-term liabilities:

Public warrants

Private Placement warrants

Credit Agreement Warrants

Contingent earnout liability

December 31, 2022

Long-term liabilities

EIB warrant liability

Cash and cash equivalents:

Money market funds

Commercial paper

Marketable securities:

treasury bills and bonds

Corporate securities

Commercial paper

government and agency securities

Current liabilities:

Public Warrants

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

Private Placement Warrants

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 dividend yield.

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

Fair value of the Company’s common stock

Long-term liabilities:

Credit Agreement Warrants

Contingent earnout liability

Financial Assets

The Company values its Level 1 assets, consisting of money market funds and U.S.

treasury bills and bonds, using quoted prices in active markets for identical instruments.

Financial assets whose fair values that are measured on a recurring basis using Level 2 inputs consist of commercial paper, corporate securities, and U.S.

government and agency securities.

The Company measures the fair values of these assets with the help of a pricing service that either provides quoted market prices in active markets for identical or similar securities or uses observable inputs for their pricing without applying significant adjustments.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

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

Public and Private Placement 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 “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 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

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 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 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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Contingent Earnout Liability

The estimated fair value of the contingent earnout liability was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the Earnout Period (Note 3) prioritizing the most reliable information available.

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

The table below quantifies the significant inputs used for the Contingent Earnout Liability:

Fair value of the Company’s common stock

Risk-free interest rate

Expected volatility factor

Expected dividend yield

Remaining contractual term (in years)

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

Spire Global, Inc.

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

EIB Warrant Liabilities

The warrant liability in the tables above consisted of the fair value of warrants to purchase the Company’s common stock at a price of $ 0.0001 per share (or redeem for cash) and preferred stock and was based on the significant inputs not observable in the market, which prior to the Merger represented a Level 3 measurement within the fair value hierarchy.

The Company’s valuation of the stock warrants utilized the Black-Scholes option-pricing model, which incorporates assumptions and estimates to value the stock warrants.

Changes in the fair value of the stock warrants are recognized in Other income (expense), net in the Consolidated Statements of Operations.

The quantitative inputs utilized in the fair value measurement of the stock warrant liability include the fair value per share of the Company’s common stock, the remaining contractual term of the warrants, risk-free interest rate, expected dividend yield and expected volatility of the price of the Company’s common stock.

Prior to the Merger, the Company determined the fair value per share of the Company’s common and preferred stock using a hybrid valuation method that utilized a combination of an option pricing model method and the Probability-Weighted Expected Return Method (“PWERM”).

The PWERM is a scenario-based methodology that estimates the fair value of equity securities based upon an analysis of future values, assuming various outcomes.

As the probability of the Merger closing increased, the fair value of the EIB warrant liability increased as of the date of the exercise.

The risk-free interest rate is based on a treasury instrument for which the term is consistent with the expected life of the warrants.

As there was no public market for the Company’s common and preferred stock, the Company determined the expected volatility for warrants granted based on an analysis of reported data for a peer group of companies.

After the Merger, the EIB warrant liabilities moved from Level 3 to Level 2, as a result of the Company’s common stock now being traded on the New York Stock Exchange, until the date of settlement.

In November 2021, EIB warrants were settled for a cash amount of $ 19,942 .

As of December 31, 2021 no EIB warrants remained outstanding.

The table below quantifies the inputs used for the EIB warrants:

Fair value of the Company’s common stock

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.

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

Expected volatility factor

Remaining contractual term (in years)

The following table provides a roll-forward of the aggregate fair values of the Level 3 financial instruments:

Fair value at December 31, 2019

Issuance of warrants to EIB

Change in fair value

Fair value at December 31, 2020

Issuance of warrants to Silicon Valley Bank

Conversion of Silicon Valley Bank warrants to common stock

Exercise of Series C preferred warrants

Contingent interest embedded derivative recognized relating to the FP Term Loan agreement

Contingent interest embedded derivative derecognized upon the execution of the FP amendment

Contingent earnout liability recognized upon the closing of the reverse recapitalization

Earnout expiration date

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

Change in fair value of contingent earnout liability

Change in fair value included in other income (expense), net

Transferred to Level 2 upon the closing of the reverse recapitalization

Fair value at December 31, 2021

During the year ended December 31, 2021, the Company issued 32,412 warrants at a fair value of $ 308 to Silicon Valley Bank with an exercise price of $ 1.60 .

The warrants allow the holder to acquire the Company’s common stock.

Silicon Valley Bank exercised the Series C warrants and they were converted into common stock upon the Closing.

Certain holders of Series C preferred stock exercised their warrants at a nominal amount to purchase 146,919 shares of the Company’s common stock at a fair value of $ 891 during the year ended December 31, 2021.

Based on the recent rounds of debt financing during the years ended December 31, 2021 and 2020 and the terms of those debt agreements, current market conditions and the Company’s financial condition, the carrying amounts for Long-term debt and Convertible notes payable approximate fair value.

The carrying amounts reported on the Consolidated Balance Sheets of other assets and liabilities which are considered to be financial instruments approximate fair value based on their short-term nature and current market indicators are classified as Level 3.

Fair value as of December 31, 2023

Spire Global, Inc.

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

Warrant Equity

The following tables present the Company’s fair value hierarchy for its warrants classified as equity that are measured at fair value on a nonrecurring basis:

Cash and Cash Equivalents and Marketable Securities

The following table summarizes the Company's cash, cash equivalents and available-for-sale securities by significant marketable securities category:

December 31, 2023

Amortized Cost

Unrealized Gains

Unrealized Losses

Cash and cash equivalents:

Cash (As Restated)

Cash equivalents:

Money market funds

Marketable Securities:

treasury bills and bonds

Commercial paper

government and agency securities

December 31, 2022

The warrant liability in the table above classified as equity was recorded at fair value on the date of issuance and is not remeasured.

The fair value of warrants was based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.

The Company’s valuation of the stock warrants utilized the Black-Scholes option-pricing model, which incorporates assumptions and estimates to value the stock warrants.

Commitments and Contingencies Operating Leases

The Company leases office facilities and sites for its ground stations under noncancelable operating leases.

These leases expire at various dates through 2029 .

Rent expense, including ground station leases, for the years ended December 31, 2021 and 2020, was $ 3,313 and $ 2,418 , respectively.

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,

2027 and thereafter

Amortized Cost

Unrealized Gains

Unrealized Losses

Cash and cash equivalents:

Cash equivalents:

Money market funds

Commercial paper

Marketable Securities:

treasury bills and bonds

Corporate securities

Commercial paper

government and agency securities

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

December 31, 2023

Amortized Cost

Due in one year or less

In accordance with the Company's investment policy, investments are placed in investment grade securities with high credit quality issuers, and generally limit the amount of credit exposure to any one issuer.

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 years ended December 31, 2023 and 2022.

Commitments and Contingencies (As Restated)

L3Harris Commitment

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

The A&R L3Harris Agreement concludes 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 year ended December 31, 2021.

For the year ended December 31, 2021, $ 417 was recognized in Cost of revenue on the Consolidated Statements of Operations.

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

Years ending December 31,

2027 and thereafter

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

Spire Global, Inc.

2 unchanged sentences

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

Under the Amended and Restated 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.

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

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

Years ending December 31,

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.

Note Receivable (As Restated)

The Company has outstanding a $ 4,500 note receivable plus accrued interest of $ 238 issued to a Space Services customer as of December 31, 2023.

The note and accrued interest are due in October 2024.

The Company is aware that the customer has been using cash in its operations and its available cash is low.

Given the customer's financial performance, there is an indication that it will not have sufficient cash available to repay the note when it is due.

The customer has announced that it has secured a financing arrangement with its principal shareholder that would provide it sufficient funds to repay the note and the customer has asserted to the Company its intention to repay the note.

The Company believes that a loss of the entire principal value and accrued interest is reasonably possible but not probable.

The Company recorded a provision for the current expected credit loss of $ 1,218 as of December 31, 2023.

Stock-Based Compensation

In December 2012, the Company adopted the 2012 Stock Option and Grant Plan (the “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 New Spire Class A Common Stock, (ii) a number of shares of New Spire Class A Common Stock equal to 5 % of the total number of shares of all of New Spire Class A Common Stock outstanding as of the last day of the immediately preceding fiscal year, or (iii) such number of shares of New Spire 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

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

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

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 Plan:

Options outstanding at December 31, 2020 (1)

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

Options outstanding as of December 31, 2022

Forfeited, canceled, or expired

Options outstanding at December 31, 2021

Options outstanding as of December 31, 2023

Vested and expected to vest at December 31, 2023

Exercisable at December 31, 2023

(1) These amounts have been adjusted to correctly present the prior period activity and options outstanding at December 31, 2020.

The Company’s option award quantities and prices prior to the Merger have been retroactively restated to reflect the exchange ratio of approximately 1.8282 established in the Merger as described in Note 3.

The aggregate intrinsic value of options exercised as of December 31, 2021 and 2020, was $ 5,339 and $ 68 , respectively.

The aggregate fair value of options vested as of December 31, 2021 and 2020 was $ 3,908 and $ 940 , respectively.

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

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

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

3 unchanged sentences

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

Number of Shares

Number of RSUs

Weighted Average Grant Date Fair Value per Share

Outstanding as of December 31, 2022

RSU forfeited

RSUs forfeited

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.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

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

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 .

The fair value of all stock-based compensation was estimated using the following assumptions at the date of the grant:

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 fair value of stock options was estimated using the following assumptions at the date of the grant:

Year Ended December 31,

Risk-free interest rate

0.6 % - 1.4 %

0.4 % - 1.5 %

Expected volatility factor

66.9 % - 70.0 %

44.9 % - 68.4 %

Expected option life

5.0 - 6.08 years

5.1 - 6.8 years

Expected dividend yield

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.

The total number of shares of Preferred Stock authorized to be issued is 100,000,000 shares 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.

Shares of Class A common stock have both economic and voting rights.

1 unchanged sentence

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.

Preferred Stock

On May 15, 2014, the Company issued 5,506,734 shares of Series A preferred stock with an original issuance price of $ 4.1767 per share for $ 22,900 .

In conjunction with the Series A preferred stock financing, convertible promissory notes of $ 8,000 , including principal and accrued interest, were converted into 7,165,177 shares of Series A preferred stock.

On June 15, 2015, the Company issued 4,869,754 shares of Series B preferred stock at an issuance price of $ 7.2615 per share for $ 35,228 .

Beginning on August 17, 2017, and at various subsequent closings in 2017, the Company issued 5,270,120 shares of Series C preferred stock with an original issuance price of $ 8.7078 per share for $ 45,800 .

In conjunction with the Series C preferred stock financing, convertible promissory notes of $ 15,600 , including principal and accrued interest, were converted into 2,236,153 shares of Series C preferred stock.

Upon the Closing Date of the merger, all preferred stock were converted into Class A Common Stock of New Spire (Note 3)

The following were the rights and privileges of the Company’s preferred stock:

Holders of preferred stock, in preference to the holders of common stock, shall be entitled to receive, but only out of funds legally available thereof, cash dividends at a rate of 8 % of the original issue price per annum on each outstanding share of preferred stock.

Such dividends shall be payable only when, as and if declared by the Board of Directors and shall be noncumulative.

As long as shares of preferred stock are outstanding, the Company is precluded

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

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

from declaring, paying or setting aside any dividends, or making any other distribution on the common stock, or purchasing, redeeming or otherwise acquiring for value any shares of common stock, unless all dividends on the preferred stock then have been paid or declared and set apart and the holders of the preferred stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of preferred stock in an amount at least equal to the dividend payable on each share.

No dividends have been declared or paid out as of the Closing Date.

Voting Rights

Each holder of outstanding shares of preferred stock shall be entitled to cast the number of votes equal to the number of each share of common stock into which the shares of preferred stock held by each holder are convertible as of the record date for determining shareholders entitled to vote on such matter.

Holders of preferred stock shall vote together with the holders of common stock as a single class.

In the event of any voluntary or involuntary liquidation, the holders of preferred stock shall be entitled to receive, prior and in preference to any distribution of the proceeds of such liquidation to the holders of common stock, an amount per share equal to the sum of the applicable original issue price for the preferred stock, plus declared but unpaid dividends on such share.

Upon completion of the distribution to the preferred stockholders, all of the remaining proceeds available for distribution to stockholders shall be distributed among the holders of common stock pro rata based on the number of shares of common stock held by each holder.

The Long-term debt and Convertible Notes are senior in order of preference to the Company’s preferred stock and then common stock in the event of a liquidation.

Each share of preferred stock shall be convertible, at the option of the holder, at any time after the date of issuance of such share, into shares of common stock as is determined by dividing the applicable original issue price for such share of preferred stock by the applicable conversion price for such share of preferred stock.

The initial conversion price per share for each series of preferred stock shall be the original issue price applicable to such series.

The Company’s preferred stock is not redeemable at either the option of the Company or the holder.

Common and Preferred Stock Warrants

On September 29, 2017, the Company entered into a development agreement with an investor in the Series C preferred stock financing to develop an enhanced version of the Company’s hosted services which provides access to the Company’s satellite data.

In accordance with the terms of the Development Agreement, the Company issued warrants to purchase additional shares of the Series C preferred stock at the original issuance price.

The Series C warrants vest upon achievement of certain terms of the contract.

As of December 31, 2020, the Series C warrants were fully vested and unexercised.

As the Series C warrants were free-standing financial instruments that may require the Company to transfer assets upon exercise, these warrants were classified as liabilities and included in Other long-term liabilities on the Consolidated Balance Sheets at their estimated fair value as of each reporting date.

Under the terms of the EIB Loan Facility, on August 20, 2020, the Company issued to EIB 454,899 warrants exercisable into common shares at a price of $ 0.0001 per share.

On October 29, 2020, the Company issued to EIB an additional 454,899 warrants exercisable into common shares at a price of $ 0.0001 per share.

These common stock warrants were determined to be derivative liabilities due to EIB’s put option and are included in Other long-term liabilities on the Consolidated Balance Sheets at their estimated fair value.

As of December 31, 2020, the liability for these warrants was valued at $ 3,810 .

These warrants were settled in November 2021 for $ 19,942 (Note 8).

Under the terms of the Eastward Loan Facility, on December 30, 2020, the Company issued to Eastward 188,916 warrants exercisable into common shares at a price of $ 3.97 per share.

These common stock warrants have been determined to be accounted for as equity classified warrants and the Company recorded $ 542 as Additional paid-in capital in the Statement of Changes in Stockholders Equity (Deficit) for the year ended December 31, 2020 at their estimated fair value as of the date of issuance.

The Eastward warrants were settled upon the Closing Date of the Merger (Note 3).

Income (loss) before income taxes consisted of the following:

Income Taxes (As Restated)

Loss before income taxes consisted of the following:

Year Ended December 31,

Domestic income (loss)

(As Restated)

Domestic loss

Loss before income taxes

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2021 and 2020

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

The income tax provision consists of the following:

Year Ended December 31,

(As Restated)

Current income tax provisions:

2 unchanged sentences

Deferred income tax expense

Total income tax provision

Total income tax (benefit) 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:

Year Ended December 31,

(As Restated)

federal tax benefit at statutory rate

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

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.

The significant components of deferred tax assets (liabilities) are as follows:

Year Ended December 31,

(As Restated)

Deferred tax assets

1 unchanged sentence

Research and development credit carryforward

Interest expense limitation carryforward

Stock-based compensation

Property and equipment

Operating lease liabilities

Sec 174 Capitalized R&D

Other accruals

3 unchanged sentences

Deferred tax liabilities

Operating lease right-of-use assets

Foreign property and equipment and intangibles

Other accruals

Gross deferred tax liabilities

1 unchanged sentence

As of December 31, 2023, the Company had accumulated undistributed earnings generated by its foreign subsidiaries of $ 10,719 .

The Company continues to assert that all its foreign earnings are to be permanent income reinvested and expects future U.S.

Th e Company continues to assert that all its foreign earnings are to be permanent income reinvested and expects future U.S.

cash generation to be sufficient to meet future U.S.

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 United States, Singapore, Luxemburg, Canada, and a portion of their United Kingdom deferred tax assets.

The valuation allowance as of December 31, 2020 was $ 43,330 , which increased to $ 74,558 a s of December 31, 2021.

The increase in the valuation allowance of $ 31,228 includes $ 10,300 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 $ 20,882 is mostly related to current year losses.

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, Luxembourg, exactEarth Canada and UK deferred tax assets.

There is no valuation allowance on Spire Global UK.

The valuation allowance as of December 31, 2022 was $ 106,966 , which increased to $ 121,009 as of December 31, 2023.

The increase in the valuation allowance of $ 14,043 is mostly related to current year losses.

Spire Global, Inc.

2 unchanged sentences

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

At December 31, 2021, the Company had $ 189,313 and $ 65,512 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.

At December 31, 2023, the Company had $ 248,665 of federal 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, 2020, the Company ha d $ 135,134 and $ 38,323 of federal and state net operating losses available to reduce future taxable income.

The Company also has federal research and development tax credit carryforward o f $ 3,332 a nd $ 2,454 as of December 31, 2021 and 2020, 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 past equity financing transactions constitute an “ownership change”

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

The Company may experience ownership changes in the future from the sale of its equity or business combination transactions.

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, which will begin to expire in 2035 for Luxembourg and in 2029 for Canada, while Singapore and United Kingdom have indefinite carry forward period.

As of December 31, 2020, the Company had $ 6,227 , $ 2,336 , $ 16,398 and $ 192 of Luxembourg, Singapore, Canada and United Kingdom foreign net operating losses available to reduce future taxable income.

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, 2023, the Company had $ 160,689 of foreign net operating losses available to reduce future taxable income, which 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.

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.

The Company is subject to audit by the Internal Revenue Service for income tax returns filed since inception due to net operating loss carryforwards.

The Company is subject to audit in Singapore and the United Kingdom from tax years 2017 and 2018, respectively, and in Luxembourg from tax year 2019.

Net Loss per Share

The Company is subject to audit in Singapore and the United Kingdom from tax years 2018 and 2019, respectively, and in Luxembourg from tax year 2020 and in Australia from tax year 2018.

Net Loss per Share (As Restated)

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,

(As Restated)

Weighted-average shares used in computing basic and diluted

net loss per share

Basic and diluted net loss per share

1 unchanged sentence

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.

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 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,

Stock options to purchase common stock

Fiscal Year Ended December 31,

Stock options and 2021 ESPP to purchase Class A common stock

Public and Private Warrants

Convertible preferred stock (if-converted)

Warrants for the purchase of Series C convertible preferred stock (if-converted)

Warrants for the purchase of common stock

Convertible notes (if-converted)

Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements

As described in Note 2, the Company determined it necessary to restate the accompanying consolidated annual financial statements to correct the misstatements in the periods impacted.

The following tables represent restatements to our unaudited condensed consolidated financial statements for quarterly periods in fiscal 2021 that are impacted by the errors identified in Note 2.

Credit Agreement Warrants

Subsequent Events

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 .

Restatement of Quarterly Financial Information (Unaudited)

The following tables present the effect of the restatement on the Company's previously reported:

unaudited condensed consolidated balance sheets as of March 31, 2023, June 30, 2023, and September 30, 2023;

unaudited condensed consolidated statements of operations and condensed consolidated statements of comprehensive loss for the three months ended March 31, 2023, the three and six months ended June 30, 2023, the three and nine months ended September 30, 2023, and the three months ended December 31, 2023;

and unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2023, the six months ended June 30, 2023, and the nine months ended September 30, 2023.

The values as previously reported were derived from the previously filed Quarterly Reports on Form 10-Q for the periods ended March 31, 2023, June 30, 2023, and September 30, 2023.

These restatements resulted in a reclassification between cash flows from operating activities and cash flows from investing activities, but they do not impact cash flows from financing activities or the net decrease in cash, cash equivalents and restricted cash in the unaudited condensed consolidated statements of cash flows for the periods presented.

The restatements only impact net loss and accumulated other comprehensive loss in the unaudited condensed consolidated statements of changes in stockholders’ equity in the periods presented.

As of March 31, 2023

As of June 30, 2023

As of September 30, 2023

Unaudited Condensed Consolidated Balance Sheets

As Previously Reported

Condensed Consolidated Statements of Operations:

Three Months Ended September 30, 2021

Loss from operations

Change in fair value of contingent earnout liability

Total other income (expense), net

Loss before income taxes

Basic and diluted net loss per share

Condensed Consolidated Balance Sheet:

September 30, 2021

Restatement Adjustments

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

Cash and cash equivalents

Contract assets

Other current assets

Total current assets

Property and equipment, net

Other long-term assets,

including restricted cash

Contract liabilities,

current portion

Other accrued expenses

Total current liabilities

Contingent earnout liability

Contract liabilities,

Deferred income tax liabilities

Other long-term liabilities

Total liabilities

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit

Total stockholders’

equity (deficit)

Consolidated Statements of Operations:

Total stockholders’

Total liabilities and

stockholders’ equity

Description of restatement adjustments in the condensed consolidated balance sheets:

(i) The $ 59 and $ 52 decreases in cash and cash equivalents as of June 30, 2023 and September 30, 2023, respectively, are related to the cash remeasurement adjustment for cash balances from certain foreign subsidiaries.

(ii) The $ 540 , $ 671 and $ 1,454 decreases in contract assets as of March 31, 2023, June 30, 2023, and September 30, 2023, respectively, are related to the correction of revenue recognition for Space Services and R&D Services Contracts.

(iii) Adjustments to other current assets:

The $ 1,301 decrease in other current assets as of March 31, 2023 is related to the fixed asset advance reclassified to property and equipment, net.

The $ 203 decrease in other current assets as of June 30, 2023 resulted from a decrease of $ 1,478 from advances for fixed assets that have been reclassified from other current assets to property and equipment, partially offset by an increase of $ 1,275 from prepaid launch costs for customer-controlled satellites for one specific contract that have been reclassified from property and equipment to other current assets.

The $ 4,929 increase in other current assets as of September 30, 2023 resulted from an increase of $ 5,985 from prepaid launch costs for customer-controlled satellites for one specific contract that have been reclassified from property and equipment to other current assets, partially offset by $ 1,056 of advances for fixed assets that have been reclassified from other current assets to property and equipment.

(iv) Adjustments to property and equipment:

The $ 598 increase in property and equipment as of March 31, 2023, resulted from an increase of $ 1,301 from advances for fixed assets that have been reclassified from other current assets to property and equipment, partially offset by $ 703 of construction costs for customer-controlled satellites for one specific contract being expensed as cost of revenue rather than capitalized into property and equipment.

The $ 3,971 decrease in property and equipment as of June 30, 2023 resulted from a decrease of $ 4,174 from construction costs for customer-controlled satellites being expensed for one specific contract as cost of revenue rather than capitalized into property and equipment and a decrease of $ 1,275 from prepaid launch costs for such satellites that have been reclassified from property and equipment to other current assets, partially offset by an increase of $ 1,478 from advances for fixed assets that have been reclassified from other current assets to property and equipment.

The $ 9,366 decrease in property and equipment as of June 30, 2023 resulted from a decrease of $ 5,985 from prepaid launch costs for such satellites that have been reclassified from property and equipment to other current assets and a decrease of $ 4,437 from construction costs for customer-controlled satellites for one specific contract being expensed as cost of revenue rather than capitalized into property and equipment, partially offset by an increase of $ 1,056 from advances for fixed assets that have been reclassified from other current assets to property and equipment.

(v) The $ 199 increase in other long-term assets, including restricted cash as of September 30, 2023, is related to the correction of revenue recognition for Space Services and R&D Services Contracts.

(vi) The $ 6,027 , $ 5,390 , and $ 9,871 increases in contract liabilities, current portion as of March 31, 2023, June 30, 2023, and September 30, 2023, respectively, are related to the correction of correct revenue recognition for Space Services and R&D Services Contracts, impacting contract liabilities, non-current.

(vii) The $ 122 decrease in other accrued expense as of March 31, 2023 resulted from a decrease of $ 172 from a customer deposit balance reclassified to contract liabilities, noncurrent, partially offset by an increase of $ 50 for the Delaware franchise tax accrual.

The $ 148 decrease in other accrued expenses as of June 30, 2023 resulted from a decrease of $ 168 for a customer deposit balance reclassified to contract liabilities, non-current, partially offset by an increase of $ 20 from the Delaware franchise tax accrual .

The $ 318 decrease in other accrued expenses as of September 30, 2023 resulted from a decrease of $ 348 from a customer deposit balance reclassified to contract liabilities, non-current, partially offset by an increase of $ 30 from Delaware franchise tax accrual .

(viii) Adjustments to contract liabilities, non-current:

The $ 13,683 increase in contract liabilities, non-current as of March 31, 2023 resulted from an increase of $ 12,965 related to the correction of revenue recognition for Space Services and R&D Services Contracts, a $ 546 balance of contract liabilities, non-current that was historically included within other long-term liabilities, and a $ 172 increase for a customer deposit balance reclassified from other accrued expense .

The $ 12,437 increase in contract liabilities, non-current as of June 30, 2023, resulted from an increase of $ 11,865 related to correction of revenue recognition for Space Services and R&D Services Contracts, a $ 404 balance of contract liabilities, non-current that was historically included within other long-term liabilities, and a $ 168 increase for a customer deposit balance reclassified from other accrued expense.

The $ 13,049 increase in contract liabilities, non-current as of September 30, 2023, resulted from an increase of $ 11,949 related to the correction of revenue recognition for Space Services and R&D Services Contracts, a $ 752 balance of contract liabilities, non-current that was historically included within other long-term liabilities, and a $ 348 increase for a customer deposit balance reclassified from other accrued expense.

(ix) The $ 285 , $ 90 and $ 167 decreases in deferred income tax liabilities as of March 31, 2023, June 30, 2023, and September 30, 2023, respectively, are related to impact to income tax provision as a result of the revenue adjustments.

(x) The $ 547 , $ 404 , and $ 752 decreases in other long-term liabilities as of March 31, 2023, June 30, 2023, and September 30, 2023, respectively, represent the non-current contract liabilities balance that was historically included in other long-term liabilities but is now presented in its own line (see restatement adjustment description in (viii)).

(xi) The $ 64 , $ 80 , and $ 284 decreases in accumulated other comprehensive loss as of March 31, 2023, June 30, 2023, and September 30, 2023, respectively, are related to the misstatements’ impact on cumulative foreign currency translation loss.

(xii) The $ 20,063 , $ 22,169 , and $ 27,711 increases in accumulated deficit as of March 31, 2023, June 30, 2023, and September 30, 2023, respectively, are related to the cumulative adjustments made in the condensed consolidated statements of operations.

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Unaudited Condensed Consolidated Statements of Operations

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

Cost of revenue

Research and development

General and administrative

Total operating expenses

Loss from operations

Foreign exchange loss

Other (expense) income, net

Total other (expense) income, net

Loss before income taxes

Income tax provision

Basic and diluted net

loss per share (1)

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 for the three months ended March 31, 2023 and June 30, 2023 have been retroactively adjusted to reflect the 1-for-8 reverse stock split (Note 1).

Description of restatement adjustments in the condensed consolidated statements of operations:

(i) The $ 951 decrease in revenue for the three months ended March 31, 2023, the $ 1,572 increase in revenue for the three months ended June 30, 2023 and the $ 5,191 decrease in revenue for the three months ended September 30, 2023, respectively, are related to the correction of revenue recognition for Space Services and R&D Services Contracts.

(ii) Adjustments to cost of revenue:

The $ 3,009 increase in cost of revenue for the three months ended March 31, 2023 resulted from an increase of $ 2,345 from costs associated with R&D Services Contracts being reclassified from research and development expense to cost of revenue, an increase of $ 642 from construction costs for customer-controlled satellites for one specific contract being expensed to cost of revenue rather than capitalized into property and equipment, and an increase of $ 22 from the reclassification of supply chain department costs from general and administrative expense to cost of revenue.

The $ 5,612 increase in cost of revenue for the three months ended June 30, 2023 resulted from an increase of $ 3,456 from construction costs for customer-controlled satellites for one specific contract being expensed to cost of revenue rather than capitalized into property and equipment, an increase of $ 2,097 from costs associated with R&D

Services Contracts being reclassified from research and development expense to cost of revenue, and an increase of $ 59 from the reclassification of supply chain department costs from general and administrative expense to cost of revenue.

The $ 3,085 increase in cost of revenue for the three months ended September 30, 2023 resulted from an increase of $ 2,607 from costs associated with R&D Services Contracts being reclassified from research and development expense to cost of revenue, an increase of $ 407 from construction costs for customer-controlled satellites for one specific contract being expensed to cost of revenue rather than capitalized into property and equipment, and an increase of $ 71 from the reclassification of supply chain department costs from general and administrative expense to cost of revenue.

(iii) The $ 2,345 , $ 2,097 , and $ 2,607 decreases in research and development for the three months ended March 31, 2023, June 30, 2023, and September 30, 2023, respectively, are related to costs associated with R&D Services Contracts being reclassified from research and development to cost of revenue.

(iv) Adjustments to general and administrative:

The $ 53 increase in general and administrative for the three months ended March 31, 2023 resulted from an increase of $ 451 from the other state taxes reclassified from other expense, net, partially offset by a decrease of $ 376 from the Delaware franchise tax accrual and reclassification and a decrease of $ 22 for supply chain department costs reclassified to cost of revenue.

The $ 181 decrease in general and administrative for the three months ended June 30, 2023 resulted from a decrease of $ 92 for the other state taxes reclassified from other expense, net, a decrease of $ 59 for the supply chain department costs reclassified to cost of revenue, and a decrease of $ 30 for the Delaware franchise tax accrual and reclassification.

The $ 174 increase in general and administrative expense for the three months ended September 30, 2023 resulted from an increase of $ 235 from vendor dispute settlement reclassified from other expense, net and an increase of $ 12 from Delaware franchise tax accrual and reclassification, partially offset by a decrease of $ 71 from supply chain department costs reclassified to cost of revenue and a decrease of $ 2 from the other state taxes reclassified from other expense, net.

(v) The $ 11 , $ 51 , and $ 11 additional foreign exchange losses for the three months ended March 31, 2023, June 30, 2023 and September 30 , 2023, respectively, are related to the correction of revenue and cash remeasurement adjustment.

(vi) Adjustments to other expense, net:

The $ 451 decrease in other expense, net for the three months ended March 31, 2023 is related to the other state taxes reclassified to general and administrative.

The $ 92 increase in other expense, net for the three months ended June 30, 2023 is related to the reclassification of other state tax to general and administrative expense.

The $ 233 decrease in other expense, net for the three months ended September 30 2023 resulted from a decrease of $235 from a vendor dispute settlement reclassified to general and administrative, partially offset by an increase of $ 2 for the other state taxes reclassified to general and administrative.

(vii) The $ 246 decrease, $ 201 increase and $ 79 decrease in income tax provision for the three months ended March 31, 2023, June 30, 2023 and September 30, 2023, respectively, are related to the impact to income tax provision as a result of the revenue adjustments.

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Three Months Ended December 31, 2023

Unaudited Condensed Consolidated Statements of Operations

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

Cost of revenue

Research and development

General and administrative

Allowance for current expected credit loss on

notes receivable

Total operating expenses

Loss from operations

Change in fair value of contingent earnout liability

Foreign exchange loss

Other (expense) income, net

Total other income (expense), net

Income before income taxes

Basic net income per share

Diluted net income per share

Consolidated Balance Sheet:

December 31, 2021

Loss before income taxes

Income tax provision

Basic and diluted net

loss per share (1)

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 for the six months ended June 30, 2023 have been retroactively adjusted to reflect the 1-for-8 reverse stock split (Note 1).

Description of restatement adjustments in the condensed consolidated statements of operations:

(i) The $ 621 increase in revenue for the six months ended June 30, 2023, the $ 4,570 decrease for the nine months ended September 30, 2023 and the $ 3,521 decrease in revenue for the three months ended December 31, 2023, respectively, relates to the correction of revenue recognition for Space Services and R&D Services Contracts.

(ii) Adjustments to cost of revenue:

The $ 8,621 increase in cost of revenue for the six months ended June 30, 2023 resulted from an increase of $ 4,442 from costs associated with R&D Services Contracts being reclassified from research and development to cost of revenue, an increase of $ 4,100 from construction costs for customer-controlled satellites for one specific contract being expensed to cost of revenue rather than capitalized into property and equipment, and an increase of $ 79 from the reclassification of supply chain department costs from general and administrative to cost of revenue.

The $ 11,706 increase in cost of revenue for the nine months ended September 30, 2023 resulted from an increase of $ 7,049 from costs associated with R&D Services Contracts being reclassified from research and development to cost of revenue, an increase of $ 4,507 from construction costs for customer-controlled satellites for one specific contract being expensed to cost of revenue rather than capitalized into property and equipment, and an increase of $ 150 from the reclassification of supply chain department costs from general and administrative to cost of revenue.

The $ 4,884 increase in cost of revenue for the three months ended December 31, 2023 resulted from an increase of $ 4,224 from costs associated with R&D Services Contracts being reclassified from research and development to cost of revenue, an increase of $ 412 from construction costs for customer-controlled satellites for one specific contract being expensed to cost of revenue rather than capitalized into property and equipment, and an increase of $ 248 from the reclassification of supply chain department costs from general and administrative to cost of revenue.

(iii) The $ 4,442 , $ 7,049 , and $ 4,224 decreases in research and development expense for the for the six months ended June 30, 2023, the nine months ended September 30, 2023, and the three months ended December 31, 2023, respectively, is related to costs associated with R&D Services Contracts being reclassified from research and development expense to cost of revenue.

(iv) Adjustments to general and administrative:

The $ 128 decrease in general and administrative for the six months ended June 30, 2023 resulted from a decrease of $ 408 from the Delaware franchise tax accrual and reclassification and a decrease of $ 79 from the supply chain department costs reclassified to cost of revenue, partially offset by an increase of $ 359 from the other state taxes reclassified from other expense, net.

The $ 46 increase in general and administrative for the nine months ended September 30, 2023 resulted from increases of $ 357 and $ 235 from the other state taxes and vendor dispute settlement reclassified from other expense, net, respectively, partially offset by a decrease of $ 396 from the Delaware franchise tax accrual and reclassification and a decrease of $ 150 from the supply chain department costs reclassified to cost of revenue.

The $ 541 decrease in general and administrative expense for the three months ended December 31, 2023 resulted from a decrease of $ 301 from the other state taxes reclassified from other expense, net, and a decrease of $ 248 from the supply chain department costs reclassified to cost of revenue, partially offset by an increase of $ 8 from the Delaware franchise tax accrual and reclassification.

(v) The $ 1,218 increase in allowance for current expected credit loss on notes receivable for the three months ended December 31, 2023 is related to the allowance for current expected credit loss related to a $ 4,500 note receivable issued to a customer.

(vi) The $ 62 decrease, $ 73 decrease, and $ 97 increase in foreign exchange loss for the six months ended June 30, 2023, nine months ended September 30, 2023, and three months ended December 31, 2023, respectively, are related to the correction of revenue and cash remeasurement adjustment.

(vii) Adjustments to other expense, net:

The $ 359 decrease and $ 301 increase in other expense, net for the six months ended June 30, 2023 and three months ended December 31, 2023, respectively, are related to the other state taxes reclassified to general and administrative.

The $ 592 decrease in other expense, net for the nine months ended September 30, 2023 resulted from $ 357 of other state taxes and a $ 235 vendor dispute settlement reclassified to general and administrative expense.

(viii) The $ 45 decrease, $ 124 decrease and $ 90 decrease in income tax provisions for the six months ended June 30, 2023, nine months ended September 30, 2023, and three months ended December 31, 2023, respectively, are related to the impact to income tax provision as a result of the revenue adjustments.

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Unaudited Condensed Consolidated Statements of Comprehensive Loss

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

Foreign currency

Comprehensive loss

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Three Months Ended December 31, 2023

Unaudited Condensed Consolidated Statements of Comprehensive Loss

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

Foreign currency

Comprehensive loss

Description of restatement adjustments in the condensed consolidated statements of comprehensive loss:

(i) The $ 25 foreign currency translation loss, $ 16 foreign currency translation gain, and $ 204 foreign currency translation gain for the three months ended March 31, 2023, June 30, 2023, and September 30, 2023, respectively, are related to the foreign currency translation impact of consolidated statements of operations adjustments (i) to (v) above.

(ii) The $ 9 foreign currency translation loss, $ 195 foreign currency translation gain and $ 355 foreign currency translation loss for the six months ended June 30, 2023, the nine months ended September 30, 2023, and the three months ended December 31, 2023, respectively, are related to the foreign currency translation impact of consolidated statements of operations adjustments (i) to (v) above.

Three Months Ended March 31, 2023

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Unaudited Condensed Consolidated Statements of Cash Flows

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

Change in contract

Other current assets

Change in contract

Other accrued expenses

Net cash used in

operating activities

Purchase of property

and equipment

Net cash used in

investing activities

Effect of foreign currency translation on cash,

cash equivalents and restricted cash

Cash, cash equivalents

and restricted cash -

Ending balance

Description of restatement adjustments in the condensed consolidated statements of cash flows:

(i) The $ 240 , $ 8 , and $ 78 adjustments to change in other, net for the three months ended March 31, 2023, six months ended June 30, 2023, and nine months ended September 30, 2023, respectively, represent the change in deferred income tax liabilities related to the impact to income tax provision as a result of the revenue adjustments.

(ii) The $ 68 , $ 199 , and $ 801 adjustments to change in contract assets for the three months ended March 31, 2023, six months ended June 30, 2023, and nine months ended September 30, 2023, respectively, are related to the impact to short-term and long-term balances of contract assets from the correction of revenue recognition for Space Services and R&D Services Contracts.

(iii) Adjustments to change in other current assets:

The $ 805 increase in other current assets for the three months ended March 31, 2023, is related to the net change in advances for fixed assets balance reclassified from other current assets into property and equipment.

The $ 1,917 increase in other current assets for the six months ended June 30, 2023 resulted from an increase of $ 1,274 in prepaid launch costs for customer-controlled satellites for one specific contract that is capitalized into other current assets instead of property and equipment and an increase of $ 643 from the net change in advances for fixed assets balance reclassified out of other current assets into property and equipment.

The $ 7,219 increase in other current assets for the nine months ended September 30, 2023 resulted from an increase of $ 5,985 in prepaid launch costs for customer-controlled satellites for one specific contract that is capitalized into other current assets instead of property and equipment, and an increase of $ 1,234 of net change in advances for fixed assets that were reclassified out of other current assets into property and equipment.

(iv) Adjustments to change in contract liabilities:

The $ 895 adjustment to change in contract liabilities for the three months ended March 31, 2023 is related to the correction of revenue recognition for Space Services and R&D Services Contracts.

The $ 819 adjustment to change in contract liabilities for the six months ended June 30, 2023 is related to the correction of revenue recognition for Space Services and R&D Services Contracts.

The $ 4,014 adjustment to change in contract liabilities for the nine months ended September 30, 2023 resulted from a $ 3,838 impact in contract liabilities from the correction of revenue recognition for Space Services and R&D Services Contracts and $ 176 from the change in the customer deposit balance reclassified from other accrued expense to contract liabilities, non-current.

(v) The $ 372 adjustment to change in other accrued expense for the three months ended March 31, 2023 is related to the Delaware franchise tax accrual.

The $ 407 adjustment to change in other accrued expense for the six months ended June 30, 2023 is related to the Delaware franchise tax accrual.

The $ 589 adjustment to change in other accrued expense for the nine months ended September 20, 2023 resulted from a $ 413 adjustment from Delaware franchise tax accrual and a $ 176 customer deposit reclassification.

(vi) Adjustment to purchase of property and equipment:

The $ 1,436 decrease in purchase of property and equipment for the three months ended March 31, 2023 resulted from a decrease of $ 825 from noncash addition to property and equipment from the prior period advances that was incorrectly reflected as current period’s cash purchase and a decrease of $ 611 in costs incurred to build the customer-controlled satellites for one specific contract being expensed rather than capitalized into the Company's property and equipment.

The $ 6,024 decrease in purchase of property and equipment for the six months ended June 30, 2023 resulted from a decrease of $ 4,101 in costs incurred to build the customer-controlled satellites being for one specific contract being expensed rather than capitalized into the Company's property and equipment, a decrease of $ 1,275 from prepaid launch costs for the customer-controlled satellites being reclassified into other current assets rather than capitalized into the Company's property and equipment, and a decrease of $ 648 from noncash addition to property and equipment from the prior period advances that were incorrectly reflected as current period’s cash purchase.

The $ 11,701 decrease in purchase of property and equipment for the nine months ended September 30, 2023 resulted from a decrease of $ 5,985 prepaid launch costs for the customer-controlled satellites for one specific contract being reclassified into other current assets rather than capitalized into the Company's property and equipment, a decrease of $ 4,646 in costs incurred to design/build the customer-controlled satellites being expensed

rather than capitalized into the Company's property and equipment and a decrease of $ 1,070 from noncash addition to property and equipment from the prior period advances that was incorrectly reflected as current period’s cash purchase.

(vii) The $ 59 and $ 52 decreases in cash and cash equivalents as of June 30, 2023 and September 30, 2023, respectively, are related to the cash remeasurement adjustment for cash balances from certain foreign subsidiaries, which resulted in a $ 59 and $ 52 change in effect of foreign currency translation on cash, cash equivalents and restricted cash for the six months ended June 30, 2023 and the nine months ended September 30, 2023, respectively.

The following tables present the effects of the restatement on the Company's previously reported:

unaudited condensed consolidated balance sheets as of March 31, 2022, June 30, 2022, and September 30, 2022;

unaudited condensed consolidated statements of operations and condensed consolidated statements of comprehensive loss for the three months ended March 31, 2022, the three and six months ended June 30, 2022, the three and nine months ended September 30, 2022, and the three months ended December 31, 2022;

and unaudited condensed consolidated statements of cash flows for the three months ended March 31, 2022, the six months ended June 30, 2022, and the nine months ended September 30, 2022.

The values as previously reported were derived from the previously filed Quarterly Reports on Form 10-Q for the periods ended March 31, 2022, June 30, 2022, and September 30, 2022.

The definitions of the amounts for each column are the same definitions stated in Note 2, and the descriptions of the restatements for certain rows are the same descriptions stated in Note 2.

These restatements result in a reclassification between cash flows from operating activities and cash flows from investing activities, but they do not impact cash flows from financing activities or the net decrease in cash, cash equivalents and restricted cash in the unaudited condensed consolidated statements of cash flows for the periods presented.

The restatements only impact net loss and accumulated other comprehensive loss in the unaudited condensed consolidated statements of changes in stockholders’ equity in the periods presented.

As of March 31, 2022

As of June 30, 2022

As of September 30, 2022

Unaudited Condensed Consolidated Balance Sheets

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

Contract assets

Total current assets

Property and equipment, net

Other long-term assets,

including restricted cash

Contract liabilities,

current portion

Other accrued expenses

Total current liabilities

Contingent earnout liability

Contract liabilities,

Deferred income tax liabilities

Other long-term liabilities

Total liabilities

Additional paid-in capital

Accumulated other

comprehensive

income (loss)

Accumulated deficit

Total stockholders’

equity (deficit)

Total stockholders’

Total liabilities and

stockholders’ equity

Description of restatement adjustments in the condensed consolidated balance sheets:

(i) The $ 616 , $ 936 and $ 146 decreases in contract assets as of March 31, 2022, June 30, 2022, and September 30, 2022, respectively, are related to the correction of revenue recognition for Space Services and R&D Services Contracts.

(ii) The $ 38 decrease in property and equipment as of September 30, 2022 is related to construction costs for customer-controlled satellites being expensed as cost of revenue rather than capitalized into property and equipment.

(iii) The $ 120 , $ 106 , and $ 164 increases in other long-term assets, including restricted cash, as of March 31, 2022, June 30, 2022, and September 30, 2022, respectively, are related to the correction of revenue recognition for Space Services and R&D Services Contracts.

(iv) The $ 4,909 increase in contract liabilities, current, as of March 31, 2022 resulted from an increase of $ 4,740 related to the correction of revenue recognition for Space Services and R&D Services Contracts and an increase of $ 169 from a customer deposit balance reclassified from other accrued expense.

The $ 5,657 and $ 6,050 increases in contract liabilities, current as of June 30, 2022 and September 30, 2022, respectively, resulted from the correction of revenue recognition for Space Services and R&D Services Contracts.

(v) The $ 143 increase in other accrued expenses as of March 31, 2022 resulted from an increase of $ 312 for Delaware franchise tax accrual, partially offset by a decrease of $ 169 from a customer deposit balance reclassified to contract liabilities, non-current.

The $ 164 increase in other accrued expenses as of June 30, 2022 resulted from an increase of $ 329 from the Delaware franchise tax accrual, partially offset by a decrease of $ 165 from a customer deposit balance reclassified to contract liabilities, non-current.

The $ 220 increase in other accrued expenses as of June 30, 2022 resulted from an increase of $ 379 from the Delaware franchise tax accrual, partially offset by a decrease of $ 159 from a customer deposit balance reclassified to contract liabilities, non-current.

(vi) Adjustments to contract liabilities, non-current:

The $ 7,900 increase in contract liabilities, non-current as of March 31, 2022 resulted from an increase of $ 6,147 related to the correction of revenue recognition for Space Services and R&D Services Contracts and a $ 1,753 balance of contract liabilities, non-current that was historically included within other long-term liabilities.

The $ 8,785 increase in contract liabilities, non-current as of June 30, 2022 resulted from an increase of $ 7,480 related to the correction of revenue recognition for Space Services and R&D Services Contracts, a $ 1,140 balance of contract liabilities, non-current that was historically included within other long-term liabilities, and a $ 165 increase from a customer deposit balance reclassified from other accrued expense.

The $ 10,432 increase in contract liabilities, non-current as of September 30, 2022 resulted from an increase of $ 9,740 related to the correction of revenue recognition for Space Services and R&D Services Contracts and a $ 533 balance of contract liabilities, non-current that was historically included within other long-term liabilities, and a $ 159 increase from a customer deposit balance reclassified from other accrued expense.

(vii) The $ 19 , $ 8 and $ 44 decreases in deferred income tax liabilities as of March 31, 2022, June 30, 2022, and September 30, 2022, respectively, are related to the impact to income tax provision as a result of the revenue adjustments.

(viii) The $ 1,753 , $ 1,140 , and $ 533 decreases in other long-term liabilities as of March 31, 2022, June 30, 2022, and September 30, 2022, respectively, are related to the contract liabilities, non-current balance that was historically included in other long-term liabilities but now has been presented in its own line (see restatement adjustment description (vi)).

(ix) The $ 99 , $ 181 , and $ 257 increases in accumulated other comprehensive income as of March 31, 2022, June 30, 2022, and September 30, 2022, respectively, are related to the misstatements’ impact on cumulative foreign currency translation loss.

(x) The $ 11,775 , $ 14,469 , and $ 16,402 increases in accumulated deficit as of March 31, 2022, June 30, 2022, and September 30, 2022, respectively, are related to the cumulative adjustments made in the consolidated statements of operations.

Three Months Ended March 31, 2022

Three Months Ended June 30, 2022

Three Months Ended September 30, 2022

Unaudited Condensed Consolidated Statements of Operations

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

Cost of revenue

Research and development

General and administrative

Total operating expenses

Loss from operations

Foreign exchange loss

Other (expense) income, net

Total other income (expense), net

Loss before income taxes

Income tax provision

Basic and diluted net

loss per share (1)

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 for the three months ended March 31, 2022, June 30, 2022, and September 30, 2022 have been retroactively adjusted to reflect the 1-for-8 reverse stock split (Note 1).

Description of restatement adjustments in the condensed consolidated statements of operations:

(i) The $ 2,321 , $ 2,692 , and $ 1,883 decreases in revenue for the three months ended March 31, 2022, June 30, 2022, and September 30, 2022, respectively, are related to the correction of revenue recognition for Space Services and R&D Services Contracts.

(ii) Adjustments to cost of revenue:

The $ 3,950 increase in cost of revenue for the three months ended March 31, 2022 resulted from an increase of $ 3,886 in costs associated with R&D Services Contracts being reclassified from research and development expense to cost of revenue, and an increase of $ 64 for the reclassification of supply chain department costs from general and administrative expense to cost of revenue.

The $ 3,346 increase in cost of revenue for the three months ended June 30, 2022 resulted from an increase of $ 3,291 in costs associated with R&D Services Contracts being reclassified from research and development expense to cost of revenue, and an increase of $ 55 for the reclassification of supply chain department costs from general and administrative expense to cost of revenue.

The $ 3,061 increase in cost of revenue for the three months ended September 30, 2022 resulted from an increase of $ 3,055 in costs associated with R&D Services Contracts being reclassified from research and development to cost

of revenue and an increase of $ 37 in construction costs for customer-controlled satellites for one specific contract being expensed to cost of revenue rather than capitalized into property and equipment, partially offset by a decrease of $31 from a reclassification between general and administrative expense and cost of revenue.

(iii) The $ 3,886 , $ 3,291 , and $ 3,055 decreases in research and development expense for the three months ended March 31, 2022, June 30, 2022, and September 30, 2022, respectively, are related to costs associated with R&D Services Contracts being reclassified from research and development to cost of revenue.

(iv) Adjustments to general and administrative:

The $ 31 increase in general and administrative for the three months ended March 31, 2022 resulted from an increase of $ 128 from the other state taxes reclassified from other expense, net, partially offset by a decrease of $ 64 related to the supply chain department costs reclassified to cost of revenue and a decrease of $ 33 related to the Delaware franchise tax accrual.

The increase of $ 46 in general and administrative expense for the three months ended June 30, 2022 resulted from an increase of $ 86 from the other state taxes reclassified from other expense, net and an increase of $ 15 related to the Delaware franchise tax accrual, partially offset by a decrease of $ 55 related to the supply chain department costs reclassified to cost of revenue.

The increase of $ 16 in general and administrative expense for the three months ended September 30, 2022 resulted from an increase of $ 51 related to the Delaware franchise tax accrual and an increase of $ 31 related to the supply chain department costs reclassified to cost of revenue, partially offset by a decrease of $ 66 from the other state tax reclassified from other expense, net.

(v) The $ 1 foreign exchange loss for the six months ended September 30, 2022 is related to the correction of revenue and cash remeasurement adjustment.

(vi) Adjustments to other expense, net:

The $ 101 decrease in other expense, net for the three months ended March 31, 2022 resulted from a decrease of $ 128 from the other state tax reclassified to general and administrative expense, partially offset by an increase of $ 27 related to foreign currency gain or loss impact of the revenue and cash remeasurement adjustment.

The $ 111 decrease in other expense, net for the three months ended June 30, 2022 resulted from a decrease of $ 86 from the other state tax reclassified to general and administrative expense and a decrease of $ 25 related to foreign currency gain or loss impact of the revenue and cash remeasurement adjustment.

The $ 66 increase in other expense, net for the three months ended September 30, 2022 is related to the other state tax reclassification to general and administrative expense.

(vii) The $ 20 decrease, $ 12 increase and $ 39 decrease in income tax provisions for the three months ended March 31, 2022, June 30, 2022 and September 30, 2022, respectively, are related to the impact to income tax provision as a result of the revenue adjustments.

Six Months Ended June 30, 2022

Nine Months Ended September 30, 2022

Three Months Ended December 31, 2022

Unaudited Condensed Consolidated Statements of Operations

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

Cost of revenue

Research and development

General and administrative

Total operating expenses

Loss from operations

Foreign exchange loss

Other (expense) income, net

Total other income (expense), net

Loss before income taxes

Income tax provision

Basic and diluted net

loss per share (1)

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 for the six months ended June 30, 2022 and nine months ended September 30, 2022 have been retroactively adjusted to reflect the 1-for-8 reverse stock split (Note 1).

Description of restatement adjustments in the condensed consolidated statements of operations:

(i) The $ 5,013 , $ 6,896 , and $ 2,605 decreases in revenue for the six months ended June 30, 2022, the nine months ended September 30, 2022 and the three months ended December 31, 2022, respectively, are related to the correction of revenue recognition for Space Services and R&D Services Contracts.

(ii) Adjustments to cost of revenue:

The $ 7,296 increase in cost of revenue for the six months ended June 30, 2022 resulted from an increase of $ 7,177 in costs associated with R&D Services Contracts being reclassified from research and development expense to cost of revenue and an increase of $ 119 from the reclassification of supply chain department costs from general and administrative expense to cost of revenue.

The $ 10,357 increase in cost of revenue for the nine months ended September 30, 2022 resulted from an increase of $ 10,232 in costs associated with R&D Services Contracts being reclassified from research and development expense to cost of revenue, an increase of $ 91 from the reclassification of supply chain department and other costs from general and administrative expense to cost of revenue, and an increase of $ 34 in construction costs for customer-controlled satellites being expensed to cost of revenue rather than capitalized into property and equipment.

The $ 2,942 increase in cost of revenue for the three months ended December 31, 2022 resulted from an increase of $ 2,848 in costs associated with R&D Services Contracts being reclassified from research and development expense to cost of revenue, an increase of $ 77 from the reclassification of supply chain department and other costs from general and administrative expense to cost of revenue, and an increase of $ 17 in construction costs for customer-controlled satellites for one specific contract being expensed to cost of revenue rather than capitalized into property and equipment.

(iii) The $ 7,177 , $ 10,232 , and $ 2,848 decreases in research and development expense for the for the six months ended June 30, 2022, the nine months ended September 30, 2022, and the three months ended December 31, 2022, respectively, are related to costs associated with R&D Services Contracts being reclassified from research and development expense to cost of revenue.

(iv) Adjustments to general and administrative:

The $ 77 increase in other expense, net for the six months ended June 30, 2022 resulted from an increase of $ 214 from the other state tax reclassified from other expense, net, partially offset by a decrease of $ 119 related to the supply chain department costs reclassified to cost of revenue and a decrease of $ 18 related to the Delaware franchise tax accrual and reclassification.

The $ 93 increase in other expense, net for the nine months ended September 30, 2022 resulted from an increase of $ 149 from the other state tax reclassified from other expense, net and an increase of $ 35 related to the Delaware franchise accrual and reclassification, partially offset by a decrease of $ 91 related to the supply chain department costs reclassified to cost of revenue.

The $ 32 decrease in other expense, net for the six months ended June 30, 2022 resulted from a decrease of $ 77 related to the supply chain department costs reclassified to cost of revenue and a decrease of $ 2 from the other state tax reclassified from other expense, net, partially offset by an increase of $ 47 related to the Delaware franchise tax accrual and reclassification.

(v) Adjustment to other expense, net:

The $ 212 decrease in other expense, net for the six months ended June 30, 2022 resulted from a decrease of $ 214 from the other state tax reclassified to general and administrative expense, partially offset by an increase of $ 2 related to foreign currency gain or loss impact of the revenue and cash remeasurement adjustment.

The $ 147 decrease in other expense, net for the nine months ended September 30, 2022 resulted from a decrease of $ 149 for the other state tax reclassified to general and administrative expense, partially offset by an increase of $ 2 related to foreign currency gain or loss impact of the revenue and cash remeasurement adjustment.

The $ 2 increase in other expense, net for the three months ended December 31, 20223 is related to the reclassification of other state tax from other expense to general and administrative expense.

(vi) The $ 8 decrease, $ 47 decrease and $ 10 increase in income tax provisions for the three months ended March 31, 2022, June 30, 2022 and September 30, 2022, respectively, are related to the impact to income tax provision as a result of the revenue adjustments.

Three Months Ended March 31, 2022

Three Months Ended June 30, 2022

Three Months Ended September 30, 2022

Unaudited Condensed Consolidated Statements of Comprehensive Loss

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

Foreign currency

Comprehensive loss

Six Months Ended June 30, 2022

Nine Months Ended September 30, 2022

Three Months Ended December 31, 2022

Unaudited Condensed Consolidated Statements of Comprehensive Loss

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

Foreign currency

Comprehensive loss

Description of restatement adjustments in the condensed consolidated statements of comprehensive loss:

(i) The $ 49 , $ 82 and $ 76 of foreign currency translation gains for the three months ended March 31, 2022, June 30, 2022, and September 30, 2022, respectively, are related to the foreign currency translation impact of consolidated statements of operations adjustments (i) to (v) above.

(ii) The $ 131 of foreign currency translation gain, $ 207 of foreign currency translation gain, and $ 168 of foreign currency translation loss for the six months ended June 30, 2022, the nine months ended September 30, 2022, and the three months ended December 31, 2022, respectively, are related to the foreign currency translation impact of consolidated statements of operations adjustments (i) to (v) above.

Three Months Ended March 31, 2022

Six Months Ended June 30, 2022

Nine Months Ended September 30, 2022

Unaudited Condensed Consolidated Statements of Cash Flows

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

As Previously Reported

Restatement Adjustments

Change in contract

Other accrued expenses

Net cash used in

operating activities

Purchase of property

and equipment

Net cash used in

investing activities

Description of restatement adjustments in the condensed consolidated statements of cash flows:

(i) The $ 19 , $ 8 , and $ 45 adjustments to change in other, net for the three months ended March 31, 2022, six months ended June 30, 2022, and nine months ended September 30, 2022, respectively, represent the change in deferred income tax liabilities related to the impact to income tax provision as a result of the revenue adjustments.

(ii) The $ 687 , $ 1,033 , and $ 163 adjustments to change in contract assets for the three months ended March 31, 2022, six months ended June 30, 2022, and nine months ended September 30, 2022, respectively, are related to the impact to current and non-current balances of contract assets from the correction of revenue recognition for Space Services and R&D Services Contracts.

(iii) The $ 1,653 , $ 3,968 , and $ 6,712 increases in contract liabilities for the three months ended March 31, 2022, six months ended June 30, 2022, and nine months ended September 30, 2022, respectively, are related to the impact to current and

non-current balances of contract liabilities from the correction of revenue recognition for Space Services and R&D Services Contracts.

(iv) The $ 26 decrease, $ 4 decrease, and $5 3 increase in other accrued expenses for the three months ended March 31, 2022, six months ended June 30, 2022, and nine months ended September 30, 2022, respectively, are related to Delaware franchise tax accrual.

(v) The $ 39 decrease in purchase of property and equipment for the nine months ended September 30, 2022, is related to costs incurred to build the customer-controlled satellites for one specific contract being expensed rather than capitalized into the Company's property and equipment.

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/A

Item 7A. Quantitative and Qualitative Disclosures About Market Risk