Spire Global, Inc. 10-K/A

Item 9A. 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. At the time we filed the Annual Report, 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 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. We have reevaluated the effectiveness of our disclosure controls and procedures and identified a material weakness in our disclosure controls and procedures. Specifically, subsequent to the filing of the Annual Report, our principal executive officer and principal financial officer concluded that, in addition to the previously disclosed material weaknesses in internal control over financial reporting, our disclosure controls and procedures were not effective as of December 31, 2024 because we did not design and maintain effective policies and procedures related to the communication between the finance and accounting teams regarding the status of the review and approval of documents to be filed with the SEC. Notwithstanding the material weaknesses described above and 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 on Form 10-K/A are prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and fairly present, in all material respects, our financial position, results of operations and cash flows for each of the periods presented herein. Management's Report on Internal Control over Financial Reporting 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 127 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 the annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses were identified: i. We did not design and maintain an effective control environment commensurate with the financial reporting requirements of a public company. Specifically, we lacked a sufficient number of professionals with an appropriate level of internal controls and accounting knowledge, training, and experience to appropriately analyze, record and disclose accounting matters timely and accurately. Additionally, the lack of a sufficient number of professionals resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of our financial reporting objectives, as demonstrated by, among other things, insufficient segregation of duties in our finance and accounting functions. This material weakness contributed to the following additional material weaknesses. ii. We did not design and maintain an effective risk assessment process at a precise enough level to identify new and evolving risks of material misstatement in our financial statements. Specifically, changes to existing controls or the implementation of new controls have not been sufficient to respond to changes to the risks of material misstatement in the financial statements. iii. We did not design and maintain effective controls over the segregation of duties related to journal entries and account reconciliations. Specifically, certain personnel have the ability to both (a) create and post journal entries within our general ledger system, and (b) prepare and review account reconciliations. 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. iv. 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. v. 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: a. 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 as of and for the year ended December 31, 2020; b. 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; and 128 c. 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. 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/A 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, as described below. The remediation and ultimate resolution of each of the material weaknesses will be reviewed with the Audit Committee of the Company’s Board of Directors. We have made progress to address the material weaknesses related to the control environment, as described below: Key Professionals In fiscal 2022 and 2023 and continuing to date, we identified and hired a number of professionals with appropriate levels of internal controls and accounting knowledge to improve the overall domestic and international financial accounting and reporting departments. The positions hired include chief accounting officer, director of accounting and Americas controller, director of technical accounting, accounting manager, senior and staff accountants, senior financial systems manager, and system administrator. In addition, we engaged with external consultants and experts to provide technical accounting and financial systems services. The Company continues to monitor personnel requirements and expertise needed to have an effective control environment, including providing necessary ongoing training to its finance and accounting personnel. Risk Assessment We engaged a third-party consulting firm to assist in designing and implementing a risk assessment process to identify and evaluate changes in the Company’s business and the impact on its internal controls. During fiscal 2023, we conducted a financial risk assessment to identify key business processes and establish internal materiality thresholds. We performed walkthroughs of all key processes, identified key controls, and developed narratives describing risk points, processes, and corresponding controls. A Risk and Control Matrix ("RCM") 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. 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 129 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 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 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 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. 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 130 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. The material weaknesses will not be considered remediated until management completes the design and implementation of the measures described above, until the controls operate for a sufficient period of time, and until management has concluded, through testing, that the controls are effective. Limitations on Effectiveness of Controls and Procedures 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. 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. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 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 the fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in the SEC’s rules). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 131 PART III Item 10. 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 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.” Item 11. Executive Compensation 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.” Item 12. 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.” Item 13. Certain Relationships and Related Transactions, and Director Independence 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 “Certain Relationships, Related Party and Other Transactions.” Item 14. Principal Accounting Fees and Services 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 caption “Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm.” 132 PART IV Item 15. Exhibi ts, Financial Statement Schedules The following documents are filed as part of this Annual Report on Form 10-K/A: 1. Consolidated Financial Statements: Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K/A. 2. Financial Statement Schedules: 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/A, in each case as indicated below. Exhibit Index Incorporated by Reference Exhibit Number Description Form File No. Exhibit Filing Date 2.1 Business Combination Agreement, dated as of February 28, 2021, by and among the registrant, NavSight Merger Sub Inc., Spire Global Subsidiary, Inc., Peter Platzer, Theresa Condor, Joel Spark, and Jeroen Cappaert S-4/A 333-256112 Annex A July 16, 2021 2.2 Arrangement Agreement and Plan of Arrangement, dated as of September 13, 2021, by and among the registrant, exactEarth Ltd. And Spire Global Canada Acquisition Corp., as amended October 15, 2021 10-Q 001-39493 2.1 November 10, 2021 2.3 Share Purchase Agreement, dated November 13, 2024, between Kpler Holding SA and Spire Global, Inc. 8-K 001-39493 2.1 November 13, 2024 3.1 Amended and Restated Certificate of Incorporation, as amended through June 5, 2024. 8-K 001-39493 3.2 June 6, 2024 3.2 Bylaws of Spire Global, Inc. S-1 333-259733 3.2 September 23, 2021 4.1 Specimen Class A Common Stock Share Certificate 8-K 001-39493 4.1 August 20, 2021 4.2 Form of Blue Torch Warrant to Purchase Common Stock of Spire Global, Inc., dated as of June 13, 2022. 8-K 001-39493 4.1 June 14, 2022 4.3 Form of GPO Warrant to Purchase Common Stock of Spire Global, Inc., dated as of June 13, 2022. 8-K 001-39493 4.2 June 14, 2022 4.4 Form of Amended and Restated Blue Torch Warrant to Purchase Common Stock of Spire Global, Inc., dated as of September 27, 2023 8-K 001-39493 4.1 October 2, 2023 4.5 Form of Blue Torch Warrant to Purchase Common Stock of Spire Global, Inc., dated as of September 27, 2023 8-K 001-39493 4.2 October 2, 2023 4.6 Description of Securities. 10-K 001-39493 4.6 March 31, 2025 10.1 Financing Agreement dated as of June 13, 2022, among Spire Global, Inc., Spire Global Subsidiary, Inc., Austin Satellite Design, LLC, Blue Torch Finance LLC and the lenders party thereto. 8-K 001-39493 10.1 June 14, 2022 10.2 Security Agreement dated as of June 13, 2022, among Spire Global, Inc., Spire Global Subsidiary, Inc., Austin Satellite Design, LLC and Blue Torch Finance LLC. 8-K 001-39493 10.2 June 14, 2022 10.3 Amendment No. 1 to Financing Agreement, dated as of March 21, 2023, among Spire Global, Inc., Spire Global Subsidiary, Inc., Austin Satellite Design, LLC, Blue Torch Finance LLC and the lenders party thereto. 8-K 001-39493 10.1 October 2, 2023 10.4 Waiver and Amendment No. 2 to Financing Agreement, dated as of September 27, 2023, among Spire Global, Inc., Spire Global Subsidiary, Inc., Austin Satellite Design, LLC, Blue Torch Finance LLC and the lenders party thereto 8-K 001-39493 10.2 October 2, 2023 10.5 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. 10-Q 001-39493 10.4 May 14, 2024 10.6 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. 8-K 001-39493 10.1 August 29, 2024 10.7 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. 8-K 001-39493 10.1 March 13, 2025 133 10.8 Equity Distribution Agreement, dated September 14, 2022, by and between Spire Global, Inc. and Canaccord Genuity LLC. 8-K 001-39493 10.1 September 14, 2022 10.9 Amendment to the Warrant Agreement, dated December 19, 2022, by and between Company and American Stock Transfer & Trust Company. 8-K 001-39493 10.1 December 19, 2022 10.10 Investor Rights Agreement, dated as of February 28, 2021, by and among the registrant, Six4 Holdings, LLC, Gilman Louie, Henry Crumpton, Jack Pearlstein, Robert Coleman, William Crowell, Peter Platzer, Theresa Condor, William Porteous and Stephen Messer. S-4/A 333-256112 Annex I July 16, 2021 10.11+ Spire Global, Inc. 2021 Equity Incentive Plan, as amended effective June 4, 2024 . 8-K 001-39493 10.1 June 6, 2024 10.12+ Spire Global, Inc. 2021 Employee Stock Purchase Plan, conformed to reflect the reverse stock split effective August 31, 2023 8-K 001-39493 10.2 September 7, 2023 10.13+ Offer Letter between Leonardo Basola and Spire Global Subsidiary, Inc., effective as of August 10, 2023 8-K 001-39493 10.1 August 16, 2023 10.14+ Executive Employment Agreement, dated as of November 27, 2023, between Spire Global, Inc. and Leo Basola 8-K 001-39493 10.3 December 1, 2023- 10.15+ Consulting Agreement, effective August 12, 2024, between Thomas Krywe and Spire Global, Inc. 8-K 001-39493 10.2 December 3, 2024 10.16+ Spire Global, Inc. Outside Director Compensation Policy, as amended, effective June 13, 2023 . 10-Q 001-39493 10.2 August 9, 2023 10.17+ Spire Global, Inc. Executive Officer Short-Term Incentive Plan . 10-Q 001-39493 10.1 August 9, 2023 10.18+ Managing Director Service Agreement, dated as December 19, 2024, between Peter Platzer and Spire Global Germany GmbH 8-K 001-39493 10.1 December 20, 2024 10.19+ Executive Employment Agreement, dated as of November 27, 2023, between Spire Global, Inc. and Boyd Johnson 10-K 001-39493 10.21 March 6, 2024 10.20+ Employment Contract, dated as of December 19, 2024, between Theresa Condor and Spire Global Germany GmbH 8-K 001-39493 10.2 December 20, 2024 10.21+ Form of Spire Global, Inc. 2024 Commission Plan. 10-K 001-39493 10.21 March 31, 2025 10.22+ Form of Spire Global, Inc. 2024 Salary Adjustment and Annual Performance Bonus. 10-K 001-39493 10.22 March 31, 2025 10.23+ Form of Change in Control and Severance Agreement of Spire Global, Inc. S-4/A 333-256112 10.18 July 16, 2021 10.24 Contribution Agreement by and between Her Majesty the Queen in Right of Canada and exactEarth Ltd. dated as of October 18, 2018, with Amendment No. 1 dated as of November 22, 2021. 10-K 001-39493 10.15 March 30, 2022 10.25 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. 8-K 001-39493 10.1 February 7, 2025 10.26 Employment Contract, effective January 6, 2025, between Celia Pelaz and Spire Global Germany GmbH 8-K 001-39493 10.1 December 3, 2024 10.27 Securities Purchase Agreement, dated as of March 21, 2024, by and among Spire Global, Inc. and the purchasers party thereto. 8-K 001-39493 10.1 March 21, 2024 10.28 Securities Purchase Agreement, dated February 4, 2024, by and among Spire Global, Inc. and Signal Ocean Ltd. 8-K 001-39493 10.1 February 8, 2024 10.29 Securities Purchase Agreement, dated March 12, 2025, by and between the Company and the Purchasers named therein. 8-K 001-39493 10.1 March 17, 2025 10.30 Registration Rights Agreement, dated March 12, 2025, by and between the Company and the Purchasers named therein. 8-K 001-39493 10.2 March 17, 2025 19.1 Insider Trading Policy 10-K 001-39493 19.1 March 31, 2025 21.1 Subsidiaries of Registrant. 10-K 001-39493 21.1 March 6, 2024 23.1 Consent of PricewaterhouseCoopers LLP. 24.1 Power of Attorney (included on signature page). 10-K 001-39493 24.1 March 31, 2025 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Spire Global, Inc. Compensation Recovery Policy 10-K 001-39493 97.1 March 6, 2024 101 The following financial statements from the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2024, formatted in Inline XBRL: (i) 134 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. 104 Cover Page Interactive Data File (contained in Exhibit 101) + Indicates management contract or compensatory plan. Item 16. Form 10-K Summary None. 135 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized. Spire Global, Inc. Date: April 4, 2025 By: /s/ Theresa Condor Theresa Condor President, Chief Executive Officer and Director (Principal Executive Officer) Date: April 4, 2025 By: /s/ Thomas Krywe Thomas Krywe Interim Chief Financial Officer (Principal Financial and Accounting Officer) 136