What changed in this filing

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2025-03-31 compared with 2024-03-06 · 598 added, 283 removed, 812 unchanged (52% of the section changed)

7 unchanged sentences

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

For fiscal year 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.

We had a loss of $4.3 million due to changes in foreign currency exchange rates for fiscal year 2024 and a gain of $1.5 million due to changes in foreign currency exchange rates for fiscal year 2023.

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

1 unchanged sentence

Interest rate sensitivity

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.

We had cash and cash equivalents totaling $19.2 million and no short-term marketable securities as of December 31, 2024.

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

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS

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

10 unchanged sentences

and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive loss, of changes in stockholders' equity and of cash flows for the years then ended, including the related notes (collectively referred to as the "consolidated financial statements").

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

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, 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.

Basis for Opinion

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

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

Those standards require that we plan and perform the 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.

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Accounts receivable, net (including allowance of $ 148 and $ 586 as of

December 31, 2023 and 2022, respectively)

December 31, 2024 and December 31, 2023, respectively)

Contract assets

Other current assets

Assets classified as held for sale

Total current assets

8 unchanged sentences

Accrued wages and benefits

Long-term debt, current portion

Contract liabilities, current portion

Other accrued expenses

Liabilities associated with assets classified as held for sale

Total current liabilities

Long-term debt

Contract liabilities, non-current

Contingent earnout liability

9 unchanged sentences

and outstanding at December 31, 2024;

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

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

21,097,351 Class A and 1,507,325 Class B

shares issued and outstanding at December 31, 2023

Additional paid-in capital

3 unchanged sentences

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)

Years Ended December 31,

Year Ended December 31,

Cost of revenue

4 unchanged sentences

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

Loss on extinguishment of debt

Issuance of stock warrants

Foreign exchange (loss) gain

Other expense, net

1 unchanged sentence

Loss before income taxes

Income tax provision

Income tax provision (benefit)

Basic and diluted net loss per share

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

(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.

2 unchanged sentences

(In thousands)

Years Ended December 31,

Year Ended December 31,

Other comprehensive gain (loss):

Foreign currency translation adjustments

Net unrealized gain (loss) on investments

Net unrealized (loss) gain on investments

Comprehensive loss

8 unchanged sentences

Release of Restricted Stock Units

and Performance Stock Units

Issuance of common stock under

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Stock compensation expense

Issuance of common stock under the

Equity Distribution Agreement, net

Conversion of warrants to common stock

Redemption of fractional shares due to

reverse stock split

Foreign currency translation

Net unrealized loss on

Net unrealized gain on

investments (net of tax)

Balance, December 31, 2023

Exercise of stock options

Release of Restricted Stock Units

and Performance Stock Units

Issuance of common stock under

Employee Stock Purchase Plan

Exercise of stock options

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

Issuance of common stock under

Securities Purchase Agreements

Foreign currency translation

2 unchanged sentences

Balance, December 31, 2024

(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.

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Change in fair value of contingent earnout liability

Loss on decommissioned satellites and impairment of assets

Loss on extinguishment of debt

Issuance of stock warrants

Loss on decommissioned satellites and disposal of assets

Changes in operating assets and liabilities:

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Operating lease liabilities

Other long-term liabilities

Net cash used in operating activities

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Cash flows from financing activities

Proceeds from Securities Purchase Agreements, net

Proceeds from long-term debt

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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.

Maritime, Aviation, and Weather and Climate.

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

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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 .

Under the Equity Distribution Agreement, the Company sold (i) 2,166,389 shares of its Class A common stock during the year ended December 31, 2023 for gross proceeds of $ 8,235 and (ii) no shares during the year ended December 31, 2024.

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.

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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.

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 “2024 Private Placement”).

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

On March 21, 2024, the Company entered into a Securities Purchase Agreement with institutional investors (the “Investors”), pursuant to which the Company issued and sold in a registered direct offering (the “Offering”), (i) an aggregate of 2,142,858 shares of Class A common stock and (ii) warrants exercisable for an aggregate of 2,142,858 shares of Class A common stock (“Securities Purchase Agreement Warrants”) to the Investors.

Each share of Class A common stock and accompanying Securities Purchase Agreement Warrant to purchase one share of Class A common stock was sold at an offering price of $ 14.00 .

The aggregate gross proceeds to the Company from the Offering totaled $ 30,000 before deducting the placement agent’s fees and related offering expenses.

The Securities Purchase Agreement Warrants had an exercise price equal to $ 14.50 per share of Class A common stock, were exercisable for a term beginning on March 25, 2024, and expired on July 3, 2024, with no warrants exercised.

On March 21, 2024, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Alliance Global Partners (“A.G.P” or the “Placement Agent”), pursuant to which the Company engaged A.G.P as the exclusive placement agent in connection with the Offering.

The Company paid A.G.P a cash fee equal to 6 % of the gross proceeds from the sale of shares and Securities Purchase Agreement Warrants to the Investors, or $ 1,800 , in March 2024.

The Company agreed to pay a cash fee equal to 4 % of the gross exercise price paid in cash with respect to the exercise of the Securities Purchase Agreement Warrants, which are now expired.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

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

On November 13, 2024, 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 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.

Refer to Note 2, Summary of Significant Accounting Policies, for a detailed discussion.

Summary of Significant Accounting Policies

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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, 2024, net loss was $ 102,818 , cash used in operations was $ 18,453 and the Company received net proceeds of $ 28,056 from the Offering and $ 9,825 from the 2024 Private Placement.

The Company held cash and cash equivalents of $ 19,206 , excluding restricted cash of $ 478 as of December 31, 2024.

The Company’s ability to continue as a going concern for the next 12 months from the date of issuance 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).

Based on the Company’s current cash and cash equivalents and expected future financial results, if the Transactions do not close, the Company will not have sufficient liquidity to continue operations for at least the next twelve months from the issuance of these consolidated financial statements.

On November 13, 2024, the Company entered into the Purchase Agreement with Buyer, pursuant to which the Company agreed to complete 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 certain 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.

Buyer 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, 2025 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.

There is no assurance as to what action the Delaware Court of Chancery will take with respect to the proceeding initiated by the Company 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.

Spire Global, Inc.

2 unchanged sentences

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

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

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

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

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

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

The Company’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 or seek waivers of or amendments to contractual obligations.

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

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

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

M acroeconomic and Geopolitical

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

A stronger U.S.

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

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

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

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

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 delay in the closing of the Transactions, on March 14, 2025, the Company closed a private placement of Class A common stock and pre-funded warrants for gross proceeds of $ 40,000 , before deducting offering expenses.

The Company may 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, 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 issuance 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 geopolitical conflicts like the Russian invasion of Ukraine, Israel's war with Hamas and the increased tensions between China and the United States.

Dollar exhibited a decrease in strength against the local functional currencies of our foreign subsidiaries for the year ended December 31, 2024, as compared to the year ended December 31, 2023.

Dollar's decrease had a positive impact on the Company's revenue, as approximately one-third of the Company's sales are conducted in foreign currencies.

Conversely, the decrease in the value of the U.S.

Dollar had an unfavorable impact on the Company's expenses, given that a majority of the Company's workforce resides in countries other than the United States.

Particularly, government agency delays in approving appropriations bills negatively impacted the timeliness of some of the Company’s U.S.

federal government orders.

Additionally, recent changes to tariffs could cause interruptions in our supply chain or increase spending to meet our obligations.

Increasing interest rates in the fiscal year ended December 31, 2024 resulted in higher interest expenses, as our credit facility is based on a floating interest rate.

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.

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Use of Estimates

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

Management’s significant estimates include assumptions in revenue recognition, allowance for credit losses, valuation of certain assets and liabilities acquired from the acquisition 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

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 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

Spire Global, Inc.

2 unchanged sentences

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

for depreciation purposes.

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

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

deferred income tax assets, and fair value of equity awards, contingent earnout liabilities and warrant liabilities.

Actual results could differ from those estimates.

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

This change represents a change in accounting estimate and the impact of the change was a decrease in loss from continuing operations before income taxes of approximately $ 627 , or $ 0.03 per basic and diluted share for the year ended December 31, 2024, and 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 Company’s foreign subsidiaries, each of which has defined its functional currency as the local currency of the country in which it operates, translate their assets and liabilities into U.S.

dollars at the exchange rate as of each balance sheet date, and translate their results from operations at the average exchange rate for each period.

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

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

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

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.

8 unchanged sentences

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

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

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

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:

1 unchanged sentence

Restricted cash included in Other long-term assets

Accounts Receivable

Accounts Receivable and Notes Receivable

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

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

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

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 fo r 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 $ 640 and $ 139 for th e years ended December 31, 2023 and 2022, respectively.

The Company recorded expenses for credit losses of $ 26 and $ 640 on accounts receivables for the years ended December 31, 2024 and 2023, 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.

The Company recorded allowances for current expected credit loss of $ 4,026 and $ 1,218 on the consolidated statements of operations for the years ended December 31, 2024 and 2023, respectively.

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

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

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

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

Concentrations of Credit Risk

2 unchanged sentences

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 a $ 4,500 note receivable and a $ 744 accrued interest balance outstanding as of December 31, 2024 and had a $ 4,500 note receivable and a $ 238 accrued interest balance outstanding as of December 31, 2023.

The entire balance as of each of December 31, 2024 and 2023 was with one customer for which the Company established a $ 5,244 and $ 1,218 allowance for current expected credit l oss as of December 31, 2024 and 2023, respectively (Note 10).

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

Entities under common control are reported as a single customer.

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

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

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

Years Ended December 31,

Customer B (1)

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

(1) Consists of multiple U.S.

The Company had one customer that represented 10 % or more of the Company's total revenue during each of the years ended December 31, 2024 and 2023;

specifically, such customer represented 24 % and 28 % of total revenue for the years ended December 31, 2024 and 2023, respectively.

The one customer 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, 2024 and 2023.

The following table represents 10% or more of the Company’s total accounts receivable:

As of December 31,

* No one customer accounted for more than 10 % of the Company's total accounts receivable.

The Company has a concentration in vendor purchases.

1 unchanged sentence

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

The Company 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.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

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

had one vendor for the years ended December 31, 2024 and 2023, 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.

Assets Held for Sale

The Company classifies long-lived assets or disposal groups as held for sale in the period when all of the following conditions have been met:

• the Company has approved and committed to a plan to sell the asset or disposal group;

• the asset or disposal group is available for immediate sale in its present condition;

• an active program to locate a buyer and other actions required to complete the sale have been initiated;

• the sale of the asset or disposal group is probable to be completed within one year;

• the asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value;

• it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

The Company initially measures a long-lived asset or disposal group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell and recognize any loss in the period in which the held for sale criteria are met.

Gains are not recognized until the date of sale.

We cease depreciation and amortization for long-lived assets, or assets within a disposal group, upon their designation as held for sale and subsequently assess fair value less any costs to sell at each reporting period until the asset or disposal group is no longer classified as held for sale.

Property and Equipment

13 unchanged sentences

Leasehold improvements are amortized using the straight-line method over the lesser of the life of the asset or the remaining life of the lease.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

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

Furniture and fixtures

4 unchanged sentences

Capitalized satellite launch costs and in-service satellites

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

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

(1) United Kingdom re presented 43 % and Luxembourg represented 10 % for the year ended December 31, 2024 and United Kingdom represented 36 %, Germany represented 14 %, and Luxembourg represented 12 % for the year ended December 31, 2023.

represented 27 % and 17 % and Canada represented 11 % and 21 % for the years ended December 31, 2024 and 2023, respectively.

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The annual goodwill impairment assessment performed in the fourth quarter of 2024 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.

Acquired intangible assets, other than goodwill, are amortized over their estimated useful lives, ranging from 1 to 12 years, based upon the estimated economic value derived from the related intangible asset.

Significant judgment is used in determining fair values of acquired intangible assets and their estimated useful lives.

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

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

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

Spire Global, Inc.

2 unchanged sentences

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

Significant judgment is used in determining fair values of acquired intangible assets and their estimated useful lives.

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

The Company did no t recognize any impairment charges for intangible assets for the years ended December 31, 2024 and 2023.

Impairment of Long-Lived Assets

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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 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.

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

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

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

outstanding Common Stock Warrant tendered by the holder.

On December 19, 2022, a total of 2,069,561 Common Stock 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 Public 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”).

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.

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”).

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

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

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

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.

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

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

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

Contingent Earnout Liability

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Revenue Recognition

The Company generates revenue from four main solutions:

Maritime, Aviation, Weather and Space Services.

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.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

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

Data Solutions

The Company offers the following three data solutions to customers:

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precise space-based data used for highly accurate aircraft monitoring, aircraft safety and route optimization.

• Weather and Climate:

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 application programming interface (“API”) infrastructure.

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

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

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

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

In those cases, the Company accounts for each distinct project-based deliverable 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 based on value added to the customer.

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.

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.

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.

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.

The Company performs an identification and evaluation of material rights 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 features that may decrease the transaction price, such as service-level credits when agreed upon service levels are not met.

Service-level credits have not historically been material to the related arrangements.

The Company allocates service-level credits to the accounting period(s) that correspond with the month(s) of service during which the service levels were not met.

Space Services contracts 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).

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

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

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 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 Solutions

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

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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

Spire Global, Inc.

2 unchanged sentences

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

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

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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 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.

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

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

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

Deferred contract costs were $ 691 and $ 926 , as of December 31, 2024 and 2023, respectively, of which $ 408 and $ 487 , respectively, were classified as current.

The Company recognized $ 547 a nd $ 490 as amortization of deferred contract costs in sales and marketing expense during the years ended December 31, 2024 and 2023, respectively.

Cost of Revenue

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, allocated overhead costs and amortization of purchased intangibles customer relationships and developed technology associated with the Acquisition.

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.

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.

The launch costs capitalized as cost to fulfill the contract related to such arrangements were $ 0 and $ 7,585 a s of December 31, 2024 and December 31, 2023, respectively.

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

Research and Development Costs

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.

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

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

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

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 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, travel-related expenses and amortization of purchased intangible backlog associated with the Acquisition.

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.

Advertising expense for the years ended December 31, 2023 and 2022 was $ 1,103 and $ 933 , respectively, and is included in sales and marketing expenses in the consolidated statements of operations.

Advertising expense was $ 626 and $ 1,103 for the years ended December 31, 2024 and 2023, respectively, and is included in sales and marketing expenses in the consolidated statements of operations.

General and Administrative Costs

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

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

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 during the years ended December 31, 2023 and 2022 were $ 1,838 and $ 737 , respectively.

The Company did no t make any matching contributions, discretionary profit-sharing contributions and/or qualified nonelective contributions during the years ended December 31, 2024 and 2023.

Spire Global, Inc.

2 unchanged sentences

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

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 $ 807 and $ 1,838 during the years ended December 31, 2024 and 2023, respectively.

Stock-Based Compensation

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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.

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

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

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

on foreign source income through global intangible low-taxed income ("GILTI"), all of which have been accounted for in determining the Company’s tax provision or benefit.

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

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

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

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

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

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, net in the consolidated statements of operations.

The Company generated $ 642 and $ 897 in revenue from Myriota during the years ended December 31, 2024 and 2023, respectively, and had $ 52 of accounts receivable as of December 31, 2024 and no accounts receivable as of December 31, 2023, from Myriota.

Comprehensive Loss

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

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

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

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

Accounting Pronouncements Not Yet Adopted

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

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

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

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

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

Spire Global, Inc.

2 unchanged sentences

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

Accounting Pronouncements Recently Adopted

In March 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2023, with early adoption permitted.

The adoption of ASU 2023-01 as of January 1, 2024, did not impact the Company’s consolidated financial statements.

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

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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.

The adoption of ASU 2023-05 as of January 1, 2024, did not impact the Company’s consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures (Topic 280), to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities within a single reportable segment, and contain other disclosure requirements.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted and will be applied retrospectively to all prior periods presented in the financial statements.

The Company adopted this ASU for its 2024 annual period with the comparative periods updated to reflect additional disclosures.

See Note 15 for further details.

Accounting Pronouncements Not Yet Adopted

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

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

In March 2024, the SEC adopted final rules under SEC Release No.

33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors, which will require registrants to provide certain climate-related information in their annual reports and registration statements.

The rules will require disclosure of material climate-related risks, how the board of directors and management oversee and manage such risks, and the actual and potential impact of such risks on the registrant.

It will also require disclosure about material climate-related targets and goals, and the financial impact of severe weather events and other natural conditions in the notes to audited financial statements.

In April 2024, the SEC voluntarily stayed the final rule as a result of pending legal challenges.

The disclosure requirements will apply at the earliest to reports for the Company's fiscal year ended December 31, 2025 (or potentially later depending on the Company's filer status at the time), pending resolution of the stay.

The Company is currently evaluating the impact on the Company's disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40).

Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03.

The standard provides guidance to expand disclosures related to the disaggregation of income statement expenses.

The standard requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses, which includes purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption.

This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted.

The Company is currently evaluating the impact on the Company's disclosures.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

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

Revenue, Contract Assets, Contract Liabilities and Remaining Performance Obligations

3 unchanged sentences

Revenue from non-subscription-based contracts was $ 33,281 , representing 30 % of total revenue for the year ended December 31, 2024.

Revenue from non-subscription-based contracts was $ 23,186 , representing 29 % of total r evenue 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.

The following revenue disaggregated by geography was recognized:

December 31, 2023

December 31, 2022

Year Ended December 31, 2024

Year Ended December 31, 2023

represented 43 % and 41 % for the years ended December 31, 2024 and 2023, respectively, and Canada represented 14 % for the year ended December 31, 2024.

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

(2) United Kingdom represented 12 % and 13 % for the years ended December 31, 2024 and 2023, respectively.

Contract Assets

At December 31, 2023 and 2022, contract assets were $ 6,215 and $ 3,353 , respectively, on the consolidated balance sheets.

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

At December 31, 2024, contract assets of $ 785 were reported in contract assets on the Company's 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

Changes in contract assets were as follows:

Balance as of December 31

Balance as of January 1

Contract assets recorded during the year

1 unchanged sentence

Balance as of December 31

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

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

Contract Liabilities

1 unchanged sentence

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.

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

Changes in contract liabilities were as follows:

Balance as of December 31

Balance as of January 1

Contract liabilities recorded during the year

3 unchanged sentences

The Company has performance obligations associated with commitments in customer contracts for future services that have not yet been recognized as revenue.

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

These commitments for future services exclude (i) contracts with an original term of one year or

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

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

less, and (ii) cancellable contracts.

As of December 31, 2024, the amount not yet recognized as revenue from these commitments was $ 216,436 .

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

The Company expects to recognize its remaining performance obligations as of December 31, 2024, over the following periods:

December 31, 2024

1 to 12 months

13 to 24 months

25 to 36 months

37 to 48 months

Other Balance Sheet Components

2 unchanged sentences

Notes receivable

Other receivables

Prepaid insurance

Deferred contract costs

Other receivables

Other current assets

12 unchanged sentences

Property and equipment, net

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

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

Depreciation and amortization expense related to property and equipment was $ 18,501 and $ 14,711 for the years ended December 31, 2024 and 2023, respectively.

There was a loss from decommissioned satellites of $ 3,447 and $ 747 for the years ended December 31, 2024 and 2023, respectively.

Spire Global, Inc.

5 unchanged sentences

Professional services

Third-party operating costs

Corporate and sales tax

Accrued operating costs

Accrued interest

Legal matters

Corporate and sales tax

Other accrued expenses

3 unchanged sentences

Impact of foreign currency translation

Assets classified as held for sale

Balance at December 31, 2024

3 unchanged sentences

Accumulated Amortization

Customer relationships

Developed technology

4 unchanged sentences

Developed technology

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

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

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

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

As of December 31, 2024, the weighted-average amortization period for developed technology was 8.9 years, trade names was 1.9 years, and patents and FCC licenses was 5.6 years.

Amortization expense related to intangible assets was $ 3,228 and $ 3,518 for the years ended December 31, 2024 and 2023, respectively.

The Company did no t recognize any impairment charges during the years ended December 31, 2024 and 2023.

The patents asset balance included $ 0 and $ 57 of capitalized patent costs as of December 31, 2024 and 2023, respectively, that began amortization upon the issuance of an official patent right to the Company.

Spire Global, Inc.

3 unchanged sentences

As of December 31, 2024, the expected future amortization expense of intangible assets is as follows:

Years ending December 31,

Capitalized patent costs, unissued

Fiscal year ending December 31,

Future Amortization Expense

Assets Held for Sale

On November 13, 2024, the Company entered into the Purchase Agreement to sell its maritime business to Buyer for $ 233,500 subject to certain adjustments.

The following table summarizes the carrying values of the assets and liabilities classified as held for sale in the Company's consolidated balance sheets as of December 31, 2024:

December 31, 2024

Accounts receivable, net

Contract assets

Other current assets

Property, plant and equipment, net

Customer relationships, net

Other non-current assets

Total assets classified as held for sale

Accounts payable

Accrued wages and benefits

Other accrued expenses

Contract liabilities, current portion

Contract liabilities, non-current portion

Total liabilities associated with assets classified as held for sale

Net assets held for sale

The Company's satellite and ground station networks, including operations, and maritime contracts associated with the U.S.

federal government will be retained by the Company at closing and are not included in the amounts presented above.

The Company expects the transaction, which is subject to customary closing conditions and regulatory approvals, to close during the second quarter of 2025.

Long-Term Debt

3 unchanged sentences

Debt issuance costs

Current portion of long-term debt

Non-current portion of long-term debt

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

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

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

The Company recorded $ 20,347 and $ 19,032 of interest expense, which included amortization of deferred issuance costs of $ 4,477 and $ 2,337 from long-term debt for the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024, the scheduled principal payments of long-term debt was as follows:

Years ending December 31,

Fiscal year ending December 31,

Future Principal Payments

Total debt payments

(1) As of December 31, 2024, the Company was not in compliance with its leverage ratio and minimum liquidity financial covenants under the Blue Torch Financing Agreement;

therefore, the debt is reflected as a current liability.

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”).

and Austin Satellite Design, LLC, as guarantors, entered into a Financing Agreement (the “Blue Torch Financing Agreement”) with 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”).

1 unchanged sentence

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.

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 would have occurred 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.

3 unchanged sentences

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

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

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

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.

2 unchanged sentences

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 second amendment exit fee is

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

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

$ 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 Adjusted Term SOFR for a 3-month interest period plus the applicable margin under the Financing Agreement, and is payable by the Company in cash upon the termination of the Blue Torch Financing Agreement, either as a result of acceleration of the loans or at the final maturity date.

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

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

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

13 unchanged sentences

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

On April 8, 2024, the Company entered into Amendment No.

3 to Financing Agreement (the “Third Amendment”) with Blue Torch and the Lenders, which amends the Blue Torch Financing Agreement to (i) increase the maximum debt to EBITDA leverage ratio for the monthly periods ending June 30, 2024, July 31, 2024, and August 31, 2024, and to decrease the maximum permitted ratio thereafter, and (ii) amend the minimum liquidity covenant to require liquidity of at least $ 20,000 at all times, commencing on April 8, 2024, which represents a $ 10,000 decrease from the requirement in effect immediately prior to the effective date of the Third Amendment.

On April 8, 2024, in accordance with the terms of the Third Amendment, the Company made a prepayment to Blue Torch of $ 10,000 in principal, plus an early termination fee of $ 200 .

Spire Global, Inc.

2 unchanged sentences

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

On August 27, 2024, the Company entered into Waiver and Amendment No.

4 to Financing Agreement (the “Fourth Amendment”) with Blue Torch and the Lenders, which amends the Blue Torch Financing Agreement to (i) waive events of default under the Blue Torch Financing Agreement arising out of the maximum debt to EBITDA leverage ratio being greater than the ratio permitted by the Blue Torch Financing Agreement and the failure to deliver the financial statements for the fiscal quarter ended June 30, 2024 required by the Blue Torch Financing Agreement, (ii) amend the financial covenants in the Blue Torch Financing Agreement to provide immediate covenant relief from the leverage ratios set forth in the Blue Torch Financing Agreement and extend the duration of the annualized recurring revenue (ARR) leverage ratio through December 31, 2024, and (iii) provide for a fourth amendment fee.

The fourth amendment fee is in an amount equal to three and a half percent (3.50%) of the aggregate outstanding principal balance of the term loans on the effective date of the Fourth Amendment, bears interest from the date of the Fourth Amendment at Adjusted Term SOFR for a 3-month interest period plus the applicable margin under the Blue Torch Financing Agreement, and shall be paid-in-kind and added to the principal balance of the term loans.

On August 27, 2024, in accordance with the terms of the Fourth Amendment, the Company made a prepayment to Blue Torch of $ 10,000 in principal, plus an early termination fee of $ 100 .

On November 11, 2024, the Company and Blue Torch entered into a forbearance agreement (the “Forbearance Agreement”), pursuant to which each of the lenders party to the Blue Torch Financing Agreement agreed not to exercise their default-related rights and remedies with respect to certain events of default related to the failure to deliver quarterly financial information as of and for the periods ended June 30, 2024 that was required to be provided to the lenders by October 31, 2024, the leverage ratio being greater than required as of June 30, 2024 and our anticipated failure to file the financial statements for the fiscal quarter ended September 30, 2024 with the SEC by November 15, 2024 (collectively, the “Specified Defaults”), until the earliest to occur of (A) the occurrence of any other event of default other than the Specified Defaults, (B) the date on which Blue Torch delivered a notice terminating the forbearance period, which notice could have been delivered at any time upon or after the occurrence of an additional event of default or any breach of the Forbearance Agreement or (C) 11:59 p.m.

Eastern Time on December 24, 2024.

As the Company was not in compliance with its leverage ratio and minimum liquidity financial covenants and SEC periodic filing requirement non-financial covenant under the Blue Torch Financing Agreement, the balance due was reflected as a current liability in the consolidated balance sheets as of December 31, 2024.

Government Loan

1 unchanged sentence

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

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

Related to the SIF loan agreement, $ 4,618 and $ 5,128 was included in long-term debt, non-current on the consolidated balance sheets as of December 31, 2024 and 2023, respectively.

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

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

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

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 $ 4,454 and $ 4,172 for the years ended December 31, 2024 and 2023, respectively.

Aggregate variable lease expenses and short-term lease expenses were $ 1,274 and $ 613 , for the years ended December 31, 2024 and 2023, respectively.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

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

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

1 unchanged sentence

Weighted-average discount rate

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

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

Years ending December 31,

As of December 31, 2024, the maturity of operating leases liabilities are as follows:

Fiscal year ending December 31,

Total lease payments

1 unchanged sentence

Present value of lease liabilities

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

Operating cash flows paid were $ 4,720 and $ 2,782 included in the measurement of operating lease liabilities for the years ended December 31, 2024 and 2023, respectively, and were included in net cash used in operating activities in the consolidated statements of cash flows.

Amortization of ROU assets was $ 4,843 and $ 2,928 for the years ended December 31, 2024 and 2023, respectively.

9 unchanged sentences

Money market funds

Marketable securities:

treasury bills and bonds

Commercial paper

government and agency securities

Long-term liabilities:

4 unchanged sentences

Money market funds

Commercial paper

Marketable securities:

treasury bills and bonds

Corporate securities

Commercial paper

government and agency securities

Current liabilities:

Public Warrants

Long-term liabilities:

1 unchanged sentence

Contingent earnout liability

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

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

Financial Assets

1 unchanged sentence

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.

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

government and agency securities.

3 unchanged sentences

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.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

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

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.

Concurrently with the Offer, the Company 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”).

T he Warrant Amendment was approved because consents were received from holders of more than 65 % of the Company’s outstanding Public Warrants.

2 unchanged sentences

Credit Agreement 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 (together with the 2022 Blue Torch Warrants and the 2023 Blue Torch Warrants (as defined below), the “Credit Agreement Warrants”).

On June 13, 2022, in connection with the Blue Torch Financing Agreement, the Company issued the 2022 Blue Torch 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 .

Additionally, in connection with the closing of the financing, the Company issued the Urgent Warrants 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 .

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 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 Company also concurrently issued the 2023 Blue Torch 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 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.

7 unchanged sentences

Remaining contractual term (in years)

Securities Purchase Agreement Warrants

On March 21, 2024, the Company entered into a Securities Purchase Agreement with the Investors, pursuant to which the Company issued and sold in the Offering, (i) an aggregate of 2,142,858 shares of Class A common stock and (ii) Securities Purchase Agreement Warrants exercisable for an aggregate of 2,142,858 shares of Class A common stock to the Investors.

Each share of Class A common stock and accompanying Securities Purchase Agreement Warrant to purchase one share of Class A common stock was sold at an offering price of $ 14.00 .

The aggregate gross proceeds to the Company from the Offering totaled $ 30,000 before deducting the placement agent’s fees and related offering expenses.

The Securities Purchase Agreement Warrants had an exercise price equal to $ 14.50 per share of Class A common stock, were exercisable for a term beginning on March 25, 2024 and expired on July 3, 2024, with no warrants exercised.

The warrant liability relating to the Securities Purchase Agreement Warrants was reversed as of June 30, 2024, since the Company's per share market value as of June 30, 2024, was below the exercise price of such warrants.

Spire Global, Inc.

17 unchanged sentences

Fair value as of December 31, 2024

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

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

Cash and Cash Equivalents and Marketable Securities

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

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

December 31, 2024

5 unchanged sentences

Money market funds

Marketable Securities:

treasury bills and bonds

Commercial paper

government and agency securities

December 31, 2023

5 unchanged sentences

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

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

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

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.

5 unchanged sentences

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

Under the Amended and Restated

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

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

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

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.

1 unchanged sentence

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, 2024 and 2023.

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

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

Years ending December 31,

The Company recognized $ 4,952 and $ 5,059 in cost of revenue in the consolidated statements of operations for costs incurred to acquire exclusive access rights to data generated from satellites for the years ended December 31, 2024 and 2023, respectively.

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

Future Payment Obligations

Fiscal year ending December 31,

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

1 unchanged sentence

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.

Stockholder Litigation

On August 20, 2024, the Company and two of its executive officers were named as defendants in a purported federal securities law class action filed in the United States District Court for the Eastern District of Virginia, captioned Michal Bousso v.

Spire Global, Inc.

et al., Court File No.

1:24-cv-1458 (the "Bousso Lawsuit").

On October 14, 2024, a second plaintiff filed a similar lawsuit against the Company and three current or former executive officers, also in the United States District Court for the Eastern District of Virginia, captioned Kohei Tagawa v.

Spire Global, Inc.

et al., Court File No.

1:24-cv-1810 (the “Tagawa Lawsuit”).

On November 22, 2024, the court consolidated the Bousso Lawsuit and the Tagawa Lawsuit, appointed Michal Bousso as lead plaintiff, and renamed the case to “In re Spire Global, Inc.

Securities Litigation,” Master File No.

1:24-cv-1458-MSN-WEF (the “Master Securities Lawsuit”).

On December 23, 2024, the plaintiff filed an amended complaint in the Master Securities Lawsuit, which alleges violations of Sections 10(b) and 20(a) of the Exchange Act (and Rule 10b-5 thereunder),

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

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

arising from or relating to our announcements in August 2024 that certain of the Company's previously issued audited and unaudited financial statements should not be relied upon.

Plaintiff alleges that the Company and the individual defendants made false or misleading statements relating to (1) how revenue was recognized for pre-space services for certain space contracts, and (2) how costs for certain contracts were characterized.

The plaintiff seeks to represent a class of shareholders who purchased or otherwise acquired our common stock between May 11, 2022 and August 14, 2024.

The plaintiff seeks damages and other relief, including attorneys' fees and costs.

The defendants are vigorously defending this lawsuit.

On January 22, 2025, the defendants moved to dismiss the amended complaint in its entirety.

The court in the Master Securities Lawsuit held argument on the Company’s motion to dismiss on March 14, 2025.

After hearing argument from both sides, the court issued its order on the record dismissing the Master Securities Lawsuit without prejudice.

The court granted the plaintiff 30 days to consider whether to amend.

On September 5, 2024, a stockholder derivative lawsuit was filed in the United States District Court for the Eastern District of Virginia, purportedly on behalf of the Company against certain of its officers and directors and the Company (as a nominal defendant), captioned Lawrence Hollin v.

Platzer et al.

, Court File No.

1:24-cv-01558 (the “ Hollin Lawsuit”).

On September 10, 2024, a second stockholder derivative lawsuit was filed in the United States District Court for the Eastern District of Virginia, also purportedly on behalf of the Company against certain of its officers and directors and the Company (as a nominal defendant), captioned Richard Cobb v.

Platzer et al.

, Court File No.

1:24-cv-01596 (the “ Cobb Lawsuit”).

On November 12, 2024, a third stockholder derivative lawsuit was filed in the United States District Court for the Eastern District of Virginia, also purportedly on behalf of the Company against certain of its officers and directors and the Company (as a nominal defendant) captioned L.

Robert Oros v.

Platzer et al.

, 1:24-cv-02020 (the “ Oros Lawsuit”).

On November 14, 2024, the Court consolidated the Hollin Lawsuit and the Cobb Lawsuit and renamed the case to In re Spire Global, Inc.

Stockholder Derivative Litigation , No.

1:24-cv-01596 (the “Master Derivative Case”).

On December 2, 2024, the Court consolidated the Oros Lawsuit into the Master Derivative Case.

The lawsuits in the Master Derivative Case arise out of the same subject matter as the Master Securities Lawsuit, and they allege some or all of the following claims:

(1) breach of fiduciary duty;

(2) gross mismanagement;

(3) waste of corporate assets;

(4) unjust enrichment;

(5) as against the director defendants, violations of Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder;

(6) as against the officer defendants, contribution under Sections 10(b) and 21D of the Exchange Act;

and (7) aiding and abetting.

Each of the lawsuits in the Master Derivative Case seeks damages and other relief, including attorneys' fees and costs.

The Master Derivative Case is currently stayed pending the motion to dismiss in the Master Securities Lawsuit.

Share Purchase Agreement Litigation

As previously disclosed, on November 13, 2024, we entered into a Purchase Agreement with the Buyer, pursuant to which the Company agreed to complete 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 certain 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.

The Company believes all conditions to closing contained in the Purchase Agreement have been satisfied or could be satisfied.

Notwithstanding our notice to Buyer to that effect, Buyer has failed to consummate the closing.

Buyer has cited various reasons for declining to close, which the Company has rejected.

There is currently no governmental order in effect prohibiting closing and, in the Purchase Agreement, Buyer agreed to “use best efforts, and to take any and all actions necessary, to eliminate each and every impediment that is asserted” by relevant government entities so as to enable the parties to consummate the Transactions promptly.

the Company believes that Buyer’s failure to close is not consistent with the terms of the Purchase Agreement, which do not give Buyer the option to delay closing once all closing conditions have been met.

As a result of the foregoing, 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.

Buyer 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

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

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

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 the Company and there is no assurance as to whether or not the Transactions will be consummated on the terms contemplated or at all.

Whether or not the Transactions are consummated as required, the Company reserves all of its rights under the Purchase Agreement and in law and equity, including the right to seek damages and other remedies from Buyer.

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

Except as disclosed above, the Company is not currently a party to any legal proceedings that, if determined adversely to the Company, would, in the Company's opinion, have a material adverse effect on its business, results of operations, financial condition, or cash flows.

Future litigation may be necessary to defend the Company, its partners, and its customers by determining the scope, enforceability, and validity of third-party proprietary rights, or to establish the Company's proprietary rights.

The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors.

Note Receivable

The Company has outstanding a $ 4,500 note receivable plus accrued interest of $ 744 issued to a Space Services customer as of December 31, 2024.

The note and accrued interest were 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, the customer did not pay the note and accrued interest when it was 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 $ 5,244 as of December 31, 2024.

Stock-Based Compensation

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”).

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

3 unchanged sentences

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

Aggregate Intrinsic Value ('000)

Options outstanding as of December 31, 2023

3 unchanged sentences

Exercisable at December 31, 2024

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

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

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

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

The aggregate intrinsic value of options outstanding as of

Spire Global, Inc.

2 unchanged sentences

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

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

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

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

The aggregate intrinsic value of options exercised was $ 251 and $ 1 during the years ended December 31, 2024 and 2023, respectively.

The aggregate fair value of options vested was $ 3,024 and $ 3,729 during the years ended December 31, 2024 and 2023, respectively.

The Company received $ 335 and $ 3 in cash proceeds from options exercised during the years ended December 31, 2024 and 2023, respectively.

There were 33,901 and 61,446 options granted during the years ended December 31, 2024 and 2023, respectively.

The weighted-average grant date fair value of options granted was $ 5.15 and $ 2.77 for the years ending December 31, 2024 and 2023, respectively.

The following table summarizes RSU activity under the 2021 Plan:

Number of RSUs

3 unchanged sentences

Outstanding as of December 31, 2024

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.

The aggregate fair value of RSUs vested was $ 15,526 and $ 14,294 during the years ended December 31, 2024 and 2023, respectively.

As of December 31, 2024, there was $ 23,792 of total unrecognized compensation expense related to options and RSUs expected to be recognized over a weighted-average period of 1.89 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:

Years Ended December 31,

Year Ended December 31,

Cost of revenue

11 unchanged sentences

Expected dividend yield

Stockholders’ Equity

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, par value $ 0.0001 per share, and no ne was outstanding as of December 31, 2024 and 2023.

Spire Global, Inc.

2 unchanged sentences

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

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.

15 unchanged sentences

Deferred income tax expense

Total income tax provision

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

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

Total income tax provision (benefit)

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

7 unchanged sentences

GILTI inclusion

Outside basis difference in foreign subsidiary

Deferred tax adjustments

2 unchanged sentences

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.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

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

For fiscal years 2024 and 2023, 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:

6 unchanged sentences

Property and equipment

Investment in subsidiary

Operating lease liabilities

11 unchanged sentences

As of December 31, 2024, the Company had accumulated undistributed earnings generated by its foreign subsidiaries of $ 13,379 .

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.

1 unchanged sentence

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

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

There is no valuation allowance on Spire Global UK.

1 unchanged sentence

The increase in the valuation allowance of $ 20,868 is mostly related to current year losses.

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

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

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

At December 31, 2024, the Company had $ 273,897 of federal net operating losses available to reduce future taxable income, which will begin to expire in 2032 .

Approximately $ 191,372 of federal net operating loss included above can be carried forward indefinitely.

4 unchanged sentences

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.

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

Spire Global, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

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

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 o f foreign net operating losses available to reduce future taxable income, w hich will begin to expire in 2030 and can vary from seven years to indefinitely based on each applicable foreign jurisdiction.

As of December 31, 2024, the Company had $ 162,979 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 $ 589 , which will begin to expire in 2029 .

2 unchanged sentences

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.

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

The Company is subject to taxation in the United States, Australia, 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.

3 unchanged sentences

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

Years Ended December 31,

Year Ended December 31,

Weighted-average shares used in computing basic and diluted

1 unchanged sentence

Basic and diluted net loss per share

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.

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.

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

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

Potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would reduce net loss per share.

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

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

The Company excluded the following potential shares of Class A common stock, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the years ended December 31, 2024 and 2023 because including them would have had an anti-dilutive effect:

Fiscal Year Ended December 31,

Stock options and 2021 ESPP to purchase Class A common stock

Public and Private Warrants

Stock options and 2021 ESPP

Credit Agreement Warrants

Information on Segment Reporting

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

All of the segment’s activities are interrelated, and each activity is dependent upon and supportive of the other.

Accordingly, all significant operating decisions are based upon analysis of the Company at the consolidated level.

The accounting policies of the segment are the same as those described in Note 2.

The Company’s chief operating decision maker ("CODM") who is the Company's chief executive officer, who regularly reviews consolidated net loss as reported on the consolidated statements of operations, along with other financial information presented on a consolidated basis, for purposes of making operating decisions, assessing financial performance and allocating resources.

The CODM measures performance and how to allocate resources for the segment primarily based on net loss, revenue growth, and gross margin.

The CODM's objective is to make resource allocation decisions that optimize the Company's consolidated financial results by monitoring actual results compared to forecasted results.

The measure of segment assets is reported as total assets on the consolidated balance sheet and total capital expenditures for additions to long-lived assets, which were $ 26,581 and $ 17,352 , for the years ended December 31, 2024 and 2023, respectively.

The following table includes segment revenue and significant segment expenses:

Year Ended December 31,

Employee expense (a)

Equipment and software expenses

Depreciation and amortization

Interest expense

Professional services

Facilities expense

Change in fair value of contingent liability and warrant liabilities

Other operating and marketing expenses

Allowance for current credit loss on notes receivable

Loss on decommissioned satellites and disposal of assets

Contactor expense

Issuance of stock warrants

Other segment items (b)

Segment net loss

(a) Employee expense included stock-based compensation expense of $ 19,449 and $ 12,978 for the years ended December 31, 2024 and 2023, respectively.

(b) Other segment items included in segment net loss includes foreign exchange (loss) gain, equity investment loss, income tax provision (benefit), travel and meals expenses, and interest income.

Subsequent Events

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

On March 12, 2025, the Company entered into a securities purchase agreement with the purchasers named therein for the private placement (the “2025 Private Placement”) of (i) 4,843,750 shares of Class A common stock at a purchase price of $ 8.00 per share and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase 156,250 shares of Class A common stock at a purchase price of $ 7.9999 per Pre-Funded Warrant.

The Pre-Funded Warrants have an exercise price of $ 0.0001 per share of Class A common stock, are exercisable immediately, and will terminate when exercised in full.

The aggregate gross proceeds for the 2025 Private Placement were $ 40,000 , before deducting offering expenses.

The 2025 Private Placement closed on March 14, 2025.

On March 12, 2025, the Company and Blue Torch entered into the Waiver and Amendment No.

5 to Financing Agreement (the “Fifth Amendment”) to, among other things, (a) waive events of default under the Blue Torch Financing Agreement arising out of the maximum debt to EBITDA leverage ratio being greater than the ratio permitted by the Blue Torch Financing Agreement, the failure to deliver financial projections for the 2025 fiscal year and liquidity being lower than permitted by the Blue Torch Financing Agreement, (b) amend the financial covenants in the Blue Torch Financing Agreement to replace the maximum debt to EBITDA ratio with a minimum EBITDA covenant and provide relief on the recurring revenue leverage ratio set forth in the

Blue Torch Financing Agreement, (c) amend the Blue Torch Financing Agreement to permit the Company to obtain subordinate financing secured by related liens on such junior indebtedness, (d) increase the applicable margin by 2.50 % in the form of PIK interest which will be fully earned, paid-in-kind and added to the principal balance of the term loans, and (e) provide for a fifth amendment fee and extension fees.

As of March 31, 2025, the Company is still working with Blue Torch to agree on the final minimum EBITDA covenant.

The fifth amendment fee is equal to $ 2,500 which will be paid in kind by adding such fee to the principal amount after which it will bear interest from the date of the Fifth Amendment at the Adjusted Term SOFR for a 3-month interest period plus the applicable margin under the Blue Torch Financing Agreement.

The Fifth Amendment also provides for an extension fee equal to $ 1,000 , but if the Blue Torch Financing Agreement is terminated and all obligations are paid in full prior to April 30, 2025, the extension fee will be waived.

If the Blue Torch Financing Agreement is not terminated and all obligations are paid in full on or before April 30, 2025, the extension fee will be added to the principal balance of the term loans on such date, and an additional extension fee in an equal amount will be added to the principal balance of the term loans on each date that is 30 days after April 30, 2025 until the Blue Torch Financing Agreement is terminated and all obligations are paid in full.

The Fifth Amendment also requires the Company to engage a liquidity management advisor reasonably satisfactory to Blue Torch no later than March 21, 2025, and the Company did so on March 21, 2025.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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

What changed 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk