What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-31 compared with 2024-03-06 · 109 added, 84 removed, 166 unchanged (54% of the section changed)

Controls and Procedures

E valuation of Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

We performed an evaluation under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rule(s) 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2023.

We performed an evaluation under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2024.

Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2024 because of the material weaknesses in internal control over financial reporting described below.

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

Material Weaknesses in Internal Control over Financial Reporting

Management's Report on Internal Control over Financial Reporting

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

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

Management conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of our internal control over financial reporting based on the framework set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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

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

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

The following material weaknesses were identified:

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

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

We did not design and maintain effective controls over the accounting for our Space Services and R&D Services solutions contracts with customers.

Specifically, we did not design and maintain effective controls over the identification of performance obligations to ensure revenue is recognized at the time performance obligations are satisfied, the identification and accounting for embedded leases, the classification and accounting for costs incurred in connection with performing services, and the recognition of allowances for current expected credit losses.

This material weakness resulted in the restatement of our previously filed financial statements for the Affected Periods.

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

Specifically, we did not design and maintain:

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

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

controls to timely identify and account for the fair value of the contingent earnout liability, which resulted in an error in the fair value of the contingent earnout liability in, and the restatement of, our previously issued unaudited condensed consolidated financial statements as of and for each of the interim periods ended September 30, 2021, March 31, 2022 and June 30, 2022 and our consolidated financial statements as of and for the year ended December 31, 2021.

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

Specifically, we did not design and maintain:

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

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

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

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

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

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

As a result of the material weaknesses disclosed above, management has concluded that we did not maintain effective internal control over financial reporting as of December 31, 2024.

This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

The effectiveness of the Company’s internal control over financial reporting

was not subject to attestation by the Company’s registered public accounting firm as the Company was an emerging growth company, and a non-accelerated filer as of December 31, 2024.

Remediation Efforts on Material Weaknesses in Internal Control over Financial Reporting

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

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

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

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

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

With the assistance of the consulting firm, we identified key risks for technology-based organizations and interviewed management team members and the Chair of the Audit Committee to discuss key risk areas.

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

During the first six months of fiscal year 2024, we updated our process narratives to reflect improvements we have made to our processes, tested the design of key controls, implemented remediation actions for deficiencies noted during our tests of design, and began our testing of effectiveness of internal controls.

We continue to utilize the expertise of a third-party consulting firm, although we expect to place greater reliance on our internal resources as our organization matures.

We engaged a third-party consulting firm to complete an initial Enterprise Risk Assessment (“ERA”).

During fiscal 2023, with the assistance of the consulting firm, we identified key risks for technology-based organizations and interviewed management team members and the Chair of the Audit Committee to discuss key risk areas.

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

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

Action and testing plans are being developed to address the risks.

During the three months ended June 30, 2024, we began our annual ERA following the same process implemented during fiscal 2023.

We have completed our interviews of management team members, identified and discussed the various risks faced by our business, prioritized five key risks that will be management’s focus, and assigned executive leaders to develop a mitigation response for each key risk.

As of December 31, 2024, we planned to identify existing controls that mitigate each key risk, implement new internal controls where appropriate, and create and execute plans of action to mitigate the potential impact of the key risks.

Segregation of Duties

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

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

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

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

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

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

During 2022, we designed controls over the segregation of duties related to journal entries and account reconciliations, by designing automated controls that prevent the same person from creating and posting journal entries in our general ledger system.

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

During the first three months of fiscal year 2024, we

hired another senior accountant and have implemented accounting software to automate the segregation between the preparation and review of account reconciliations.

Additionally, we have reviewed segregation of duties within our key accounting processes and developed a plan to remediate segregation of duties issues.

We expect to remediate the material weakness after we complete our testing of design, implementation, and operating effectiveness of internal controls.

Non-routine, Unusual or Complex Transactions

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

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

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

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

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

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

With the addition of the director of technical accounting in fiscal year 2023 and the addition of a chief accounting officer in fiscal year 2024, we have placed greater reliance on our internal resources to address non-routine, unusual, or complex transactions.

For the year ended December 31, 2024, we continued to rely on the expertise of third-party valuation consultants to assist with estimating the fair value of our contingent earnout liability.

We will consider engaging third-party accounting consultants for non-routine, unusual or complex transactions in the future to augment our internal resources if the circumstances warrant it.

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

We expect to remediate this material weakness after we have completed our testing of operating effectiveness and finalized our policy for business combinations.

IT General Controls

Management designed and maintained testing and approval controls for program development to ensure that the software is aligned with business and IT requirements.

Management has concluded that the previously reported information technology general controls (“ITGC”) material weakness, as disclosed in Item 9A of the Company’s Form 10-K/A for the year ended December 31, 2023, has been remediated as of December 31, 2024.

Over the course of 2022 and continuing through 2024, we have designed and implemented ITGCs, including controls over user access rights and privileges and change management.

We also designed and maintained testing and approval controls for program development to ensure that the software is aligned with business and IT requirements.

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

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

During 2024, we completed our testing of ITGCs and found them to be designed and operating effectively.

We determined that the material weakness over ITGCs is remediated as of December 31, 2024.

Space Services and R&D Services Contracts

We are implementing measures designed to improve our internal control over financial reporting to remediate the material weakness over the accounting for our Space Services and R&D Services Contracts with customers.

In our remediation plan, we are including enhanced training, updating our revenue recognition procedures, and engaging external experts to assist with complex revenue contract arrangements.

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

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

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

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

system are met.

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

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Changes in Internal Control over Financial Reporting

There have been no changes (other than those described above) in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes (other than those described above) in our internal control over financial reporting during the fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

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Directors, Executive Officers and Corporate Governance

The information required by this item, including information about our Directors, Executive Officers and Audit Committee and Code of Business Conduct and Ethics, is incorporated by reference to the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which will be filed with the SEC, no later than 120 days after December 31, 2023.

The information required by this item, including information about our Directors, Executive Officers and Audit Committee and Code of Business Conduct and Ethics, is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC, no later than 120 days after December 31, 2024, under the captions “Board of Directors and Corporate Governance,” “Proposal No.

1 – Election of Directors” and “Other Matters.”

Executive Compensation

The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2023.

The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024, under the captions “Board of Directors and Corporate Governance” and “Executive Compensation.”

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

The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2024, under the captions “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management.”

Certain Relationships and Related Transactions, and Director Independence

Principal Accounting Fees and Services

2 – Ratification of Appointment of Independent Registered Public Accounting Firm.”

Exhibi ts, Financial Statement Schedules

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

(3) Exhibits:

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

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November 10, 2021

Certificate of Incorporation of Spire Global, Inc.

September 23, 2021

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

August 30, 2023

Share Purchase Agreement, dated November 13, 2024, between Kpler Holding SA and Spire Global, Inc.

November 13, 2024

Amended and Restated Certificate of Incorporation, as amended through June 5, 2024.

Bylaws of Spire Global, Inc.

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October 2, 2023

Amendment No.

3 to Financing Agreement, dated as of April 8, 2024, among Spire Global, Inc., Spire Global Subsidiary, Inc., Austin Satellite Design, LLC, Blue Torch Finance LLC and the lenders party thereto.

Waiver and Amendment No.

4 to Financing Agreement, dated as of August 27, 2024, among Spire Global, Inc., Spire Global Subsidiary, Inc., Austin Satellite Design, LLC, Blue Torch Finance LLC and the lenders party thereto.

August 29, 2024

Waiver and Amendment No.

5 to Financing Agreement, dated as of March 12, 2025, among Spire Global, Inc., Spire Global Subsidiary, Inc., Austin Satellite Design, LLC, Blue Torch Finance LLC and the lenders party thereto.

March 13, 2025

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

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Spire Global, Inc.

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

September 7, 2023

2021 Equity Incentive Plan, as amended effective June 4, 2024 .

Spire Global, Inc.

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December 1, 2023-

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

August 16, 2023

Consulting Agreement, effective August 12, 2024, between Thomas Krywe and Spire Global, Inc.

December 3, 2024

Spire Global, Inc.

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August 9, 2023

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

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

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

2 dated as of August 5, 2021 .

September 23, 2021

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

March 30.2022

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

and Peter Platzer.

July 16, 2021

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

and Peter Platzer.

July 16, 2021

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

Managing Director Service Agreement, dated as December 19, 2024, between Peter Platzer and Spire Global Germany GmbH

December 20, 2024

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

and each of Tom Krywe and Boyd Johnson.

July 16, 2021

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

and Boyd Johnson

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

July 16, 2021

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

March 6, 2024

Employment Contract, dated as of December 19, 2024, between Theresa Condor and Spire Global Germany GmbH

December 20, 2024

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2024 Commission Plan.

March 15, 2023

Form of Spire Global, Inc.

2024 Salary Adjustment and Annual Performance Bonus.

March 15, 2023

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

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March 30, 2022

Contract, dated January 20, 2025, between exactEarth Ltd.

and His Majesty the King in right of Canada, as represented by the Minister of Public Works and Government Services, as assigned to Spire Global Canada Subsidiary Corp.

on January 21, 2025.

February 7, 2025

Employment Contract, effective January 6, 2025, between Celia Pelaz and Spire Global Germany GmbH

December 3, 2024

Securities Purchase Agreement, dated as of March 21, 2024, by and among Spire Global, Inc.

and the purchasers party thereto.

March 21, 2024

Securities Purchase Agreement, dated February 4, 2024, by and among Spire Global, Inc.

and Signal Ocean Ltd.

February 8, 2024

Securities Purchase Agreement, dated March 12, 2025, by and between the Company and the Purchasers named therein.

March 17, 2025

Registration Rights Agreement, dated March 12, 2025, by and between the Company and the Purchasers named therein.

March 17, 2025

Insider Trading Policy

Subsidiaries of Registrant.

March 6, 2024

Consent of PricewaterhouseCoopers LLP.

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Compensation Recovery Policy

March 6, 2024

The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL:

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

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

Cover Page Interactive Data File (contained in Exhibit 101)

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March 31, 2025

/s/ Peter Platzer

Peter Platzer

Chief Executive Officer and Director

/s/ Theresa Condor

Theresa Condor

President, Chief Executive Officer and Director

(Principal Executive Officer)

March 31, 2025

/s/ Leonardo Basola

Leonardo Basola

Chief Financial Officer

/s/ Thomas Krywe

Interim Chief Financial Officer

(Principal Financial and Accounting Officer)

POWER OF ATTORNEY AND SIGNATURES

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

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

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

/s/ Peter Platzer

Chief Executive Officer and Director (Principal Executive Officer)

March 6, 2024

Peter Platzer

/s/ Leonardo Basola

Chief Financial Officer (Principal Financial and Accounting Officer)

March 6, 2024

Leonardo Basola

/s/ Theresa Condor

Chief Operating Officer and Director

President, Chief Executive Officer and Director (Principal Executive Officer)

March 31, 2025

Theresa Condor

/s/ Thomas Krywe

Interim Chief Financial Officer (Principal Financial and Accounting Officer)

March 31, 2025

/s/ Peter Platzer

Executive Chairman and Director

March 31, 2025

Peter Platzer

/s/ Joan Amble

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

What changed 10-K

Item 9A. Controls and Procedures