What changed in this filing

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Item 1. Business

2025-04-04 compared with 2025-03-03 · 32 added, 19 removed, 246 unchanged (17% of the section changed)

4 unchanged sentences

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.

15 unchanged sentences

We provide customers these solutions through an application programming interface (“API”) infrastructure.

On November 13, 2024, we entered into a Share Purchase Agreement (the “Purchase Agreement”) with Kpler Holding SA, a Belgian corporation (“Buyer”), pursuant to which we agreed to sell our 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 our satellite network or operations.

The purchase price to be paid by Buyer to us at the closing of the Transactions is a cash payment based upon an enterprise value of $233.5 million, subject to certain adjustments.

The Transactions also include a twelve-month transition service and data provision agreement for $7.5 million.

Our Data Solution Offerings

30 unchanged sentences

Our customers track the shipment of commodities by ship type and port calls to identify patterns and analyze global commodity flows.

Pursuant to the Purchase Agreement with Buyer, we agreed to sell our maritime business (the “Maritime Business ”) to Buyer.

Among other things, the Purchase Agreement contemplates that we will complete a pre-closing reorganization to segregate the Maritime Business into certain existing and to-be-formed entities, which will then be conveyed to the Buyer or its designated affiliates, subject to the terms and conditions set forth in the Purchase Agreement.

The Maritime Business includes, among other things, contracts with customers of the our maritime AIS data tracking service (other than customers associated with the U.S.

federal government), certain related supply agreements, personnel supporting the business, and the equity of exactEarth Ltd.

It does not include any part of the our satellite network or operations, which will be retained following the Transactions.

The Purchase Agreement provides for the parties to enter into a data supply agreement pursuant to which Buyer will provide certain data to the our affiliate following the closing.

We provide global satellite-based aircraft tracking data to power applications, drive decision making and improve cost efficiencies.

11 unchanged sentences

• Analytics and market intelligence:

Companies integrate live and historical flight and weather data into innovative solutions for their customers and internal teams, driving more favorable outcomes through deeper insights.

Companies integrate live and historical flight and weather and climate data into innovative solutions for their customers and internal teams, driving more favorable outcomes through deeper insights.

• Predictive maintenance and aircraft management:

By tracking aircraft usage and flight patterns, our data aids in the analysis allowing for less aircraft downtime and fewer schedule disruptions.

Weather and Climate

We provide space-based data, AI-powered insights and predictive weather analytics to empower the world to optimize costs, increase safety, boost decarbonization and make optimal business decisions.

1 unchanged sentence

Our satellite constellation collects near real-time data from every layer of the atmosphere, even at traditionally difficult high altitudes, polar areas, and remote oceanic regions.

This data is used to power Spire's Global Weather forecast system and enable enhanced forecast accuracy across the planet, especially improving the quality in areas that are traditionally under-observed.

This data is used to power

Spire's Global Weather forecast system and enable enhanced forecast accuracy across the planet, especially improving the quality in areas that are traditionally under-observed.

Through the use of Global Navigation Satellite System Reflectometry (“GNSS-R”), Spire captures information about precipitation, soil moisture and flooding, as well as ocean winds and wave roughness, and ice thickness, extent and age on the polar caps.

16 unchanged sentences

Our Space Services solutions are built upon our vertically integrated capabilities, global ground station network and cloud infrastructure to revolutionize how customers access space.

Akin to cloud-based services like Amazon Web Services (“AWS”), Microsoft Azure, and Google Cloud Platform, we provide customers fast, scalable and reliable access to space data at a fraction of the cost and time it historically took by leveraging the same operational infrastructure we use for our own data and analytics solutions across maritime, aviation and weather.

In doing so, customers are able to convert high capital expenditures typically recognized at the outset into affordable and recurring operating expenditures through a flexible subscription-based pricing model.

44 unchanged sentences

The pace has only quickened in recent years.

According to the National Oceanic and Atmospheric Administration, 2023 set the record for the largest number of weather/climate disaster events with losses each exceeding $1 billion to affect the United States.

According to the National Oceanic and Atmospheric Administration, there were 27 severe weather events in the United States in 2024, with each one having losses that exceeded one billion dollars.

This was just shy of the record 28 such events in 2023.

The response to the world’s problem of global warming and climate change over the past several decades has been largely focused on efforts to reduce greenhouse gas emissions.

More recently, there has been a growing realization that the world lacks sufficient tools to anticipate and respond effectively to extreme weather events and climate change, and that more of our efforts and investment should be focused on how we can best protect vulnerable populations, infrastructure, land and the impact to the global economy.

We believe that more accurate weather data, prediction technologies and analytics will play an increasingly important role in helping to devise strategies to maintain water quality and availability, modify land use, protect and preserve coastal land and development, manage stormwater logistics, mitigate the spread of wildfires, repair and retrofit vulnerable facilities and maximize the use of green infrastructure.

We believe that more accurate weather and climate data, prediction technologies and analytics will play an increasingly important role in helping to devise strategies to maintain water quality and availability, modify land use, protect and preserve coastal land and development, manage stormwater logistics, mitigate the spread of wildfires, repair and retrofit vulnerable facilities and maximize the use of green infrastructure.

Global security response

3 unchanged sentences

Our satellites work day and night, in good weather or bad, and observe the entirety of the Earth’s surface area, 200 times a day on average, providing valuable insights in a rapidly changing environment.

Given the investments and

technological advancements the private sector has made over the last several years, there is a growing recognition of the necessity of public/private partnerships to tackle complex, global challenges.

Given the investments and technological advancements the private sector has made over the last several years, there is a growing recognition of the necessity of public/private partnerships to tackle complex, global challenges.

Governmental agencies have noted that the relationship with the commercial satellite sector is vital.

20 unchanged sentences

Often, we find that initial customer success with our data results in key internal decision-makers upgrading their subscription packages, adding additional data sets, increasing the data coverage, adding additional solutions, or expanding their implementation throughout their organization and to new use cases.

Our marketing team focuses on attracting, acquiring and retaining customers through outbound demand campaigns, building our brand reputation, increasing the awareness of our space-based data, predictive analytics and Space Services and the showcasing of customer successes.

of customer successes.

Our outbound demand campaigns include paid search, email, web and in-person customer events.

9 unchanged sentences

Our research and development organization is distributed across the United States, Canada, Luxembourg, Germany, Scotland and Singapore, each of which we believe is a strategic advantage for us, allowing us to develop capabilities more efficiently.

The maritime, aviation and weather data industries are fragmented and highly competitive and characterized by rapid changes in technology, customer requirements and industry standards and frequent introductions of improvements to existing offerings.

The maritime, aviation, and weather and climate data industries are fragmented and highly competitive and characterized by rapid changes in technology, customer requirements and industry standards and frequent introductions of improvements to existing offerings.

Our primary competitors in these industries include companies that specialize in one or more services similar to those offered by us on a local or regional basis.

We also compete with global, national, regional and local firms and government entities specializing in our industries.

Some of our primary competitors include, in our maritime data vertical, Orbcomm Inc., in our aviation data vertical, Aireon LLC, and in our weather data vertical, PlanetiQ with respect to our radio occultation data services.

Some of our primary competitors also include analytics companies such as AccuWeather, Inc., Weathernews Inc., MeteoGroup (acquired by DTN, LLC), Tomorrow.ai, Climavision and The Weather Company with respect to predictive analytics.

Some of our primary competitors include, in our maritime data vertical, Orbcomm Inc., in our aviation data vertical, Aireon LLC, and in our weather and climate data vertical, PlanetiQ with respect to our radio occultation data services.

Some of our primary competitors also include analytics companies such as AccuWeather, Inc., Weathernews Inc., DTN, LLC, Tomorrow.io, Climavision and The Weather Company with respect to predictive analytics.

We compete with companies such as AAC Clyde Space, GomSpace A/S, NanoAvionics LLC, ISISSpace and Open Cosmos Ltd.

32 unchanged sentences

In addition to competitive base salaries and cash compensation, the principal purposes of our equity incentive plans are to attract, retain, and reward personnel through the granting of stock-based compensation awards, in order to increase stockholder value and the success of our company by motivating such individuals to perform to the best of their abilities, achieve our objectives and think like owners when making decisions.

As of December 31, 2023, we had 416 employees located in six countries, of which 407 were full-time employees.

As of December 31, 2024, we had 447 employees located in seven countries, of which 434 were full-time employees.

In addition, we engage contractors and third-party service providers in connection with certain projects.

In certain countries in which we operate, we are subject to local labor law requirements which may automatically make employees subject to industry-wide

collective bargaining agreements.

In certain countries in which we operate, we are subject to local labor law requirements which may automatically make employees subject to industry-wide collective bargaining agreements.

None of our U.S.

employees are represented by a labor union or covered by a collective bargaining agreement with respect to their employment with us.

employees are represented by a labor union or covered by a collective

bargaining agreement with respect to their employment with us.

We have not experienced any work stoppages, and we consider our relations with our employees to be good.

25 unchanged sentences

Our website is located at www.spire.com, and our investor relations website is located at www.ir.spire.com.

Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports

filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are available free of charge on our investor relations website as soon as reasonably practicable after we file such material electronically with or furnish it to the Securities and Exchange Commission (the "SEC").

Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are available free of charge on our investor relations website as soon as reasonably practicable after we file such material

electronically with or furnish it to the Securities and Exchange Commission (the "SEC").

The SEC also maintains a website that contains our SEC filings at www.sec.gov.

We announce material information to the public about us, our products and services and other matters through a variety of means, including filings with the SEC, press releases, public conference calls, webcasts, the investor relations section of our website at www.ir.spire.com and our Twitter account (@SpireGlobal) in order to achieve broad, non-exclusionary distribution of information to the public and for complying with our disclosure obligations under Regulation FD.

We announce material information to the public about us, our products and services and other matters through a variety of means, including filings with the SEC, press releases, public conference calls, webcasts, the investor relations section of our website at www.ir.spire.com, and X account (@SpireGlobal), our Bluesky account (@spire.com) and our LinkedIn page in order to achieve broad, non-exclusionary distribution of information to the public and for complying with our disclosure obligations under Regulation FD.

The information disclosed by the foregoing channels could be deemed to be material information.

3 unchanged sentences

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

What changed 10-K/A

Item 1. Business