Spire Global, Inc. 10-Q/A

Item 1. Financial Statements The following information has been adjusted to reflect the restatement of our unaudited condensed consolidated financial statements as described in the “Explanatory Note” at the beginning of this Form 10-Q/A and in Note 2, “ Summary of Significant Accounting Policies, ” in the Notes to the Condensed Consolidated Financial Statements of this Form 10-Q/A. Spire Global, Inc. Condensed Consolidated Balance Sheets (In thousands, except share and per share amounts) (Unaudited) September 30, 2021 December 31, 2020 (Restated) Assets Current assets Cash and cash equivalents $ 245,770 $ 15,571 Accounts receivable, net (including allowance of $ 389 and $ 174 as of September 30, 2021 and December 31, 2020, respectively) 6,456 3,738 Contract assets 1,089 853 Restricted cash, current 12,801 — Other current assets 10,227 2,112 Total current assets 276,343 22,274 Property and equipment, net 25,855 20,458 Other long-term assets, including restricted cash 1,365 1,690 Total assets $ 303,563 $ 44,422 Liabilities and Stockholders’ Equity (Deficit) Current liabilities Accounts payable $ 4,738 $ 1,775 Accrued wages and benefits 1,865 1,590 Contract liabilities, current portion 10,331 8,110 Warrant liability, current portion 22,582 — Other accrued expenses 5,967 1,813 Total current liabilities 45,483 13,288 Long-term debt, non-current 45,221 26,645 Contingent earnout liability 80,417 — Convertible notes payable, net (including related parties of $ 0 and $ 7,498 as of September 30, 2021, and December 31, 2020, respectively) — 48,631 Deferred income tax liabilities 287 338 Warrant liability 30,770 4,007 Other long-term liabilities 1,382 249 Total liabilities 203,560 93,158 Commitments and contingencies (Note 9) Stockholders’ Equity (Deficit) Series A preferred stock, $ 0.0001 par value, none authorized, issued and outstanding at September 30, 2021; 12,671,911 shares authorized, 21,615,723 shares issued and outstanding at December 31, 2020 (liquidation value of $ 52,809 at December 31, 2020) — 52,809 Series B preferred stock, $ 0.0001 par value, none authorized, issued and outstanding at September 30, 2021; 4,869,754 shares authorized, 8,306,818 shares issued and outstanding at December 31, 2020 (liquidation value of $ 35,228 at December 31, 2020) — 35,228 Series C preferred stock, $ 0.0001 par value, none authorized, issued and outstanding at September 30, 2021; 9,126,525 shares authorized, 12,804,176 shares issued and outstanding at December 31, 2020 (liquidation value of $ 65,222 at December 31, 2020) — 65,222 Common stock, $ 0.0001 par value, 1,000,000,000 Class A and 15,000,000 Class B shares authorized, 133,742,534 Class A and 12,058,614 Class B shares issued and outstanding at September 30, 2021; 55,000,000 shares authorize d , 17,664,015 Class A shares issued and outstanding at December 31, 202 0 15 2 Additional paid-in capital 413,993 10,131 Accumulated other comprehensive loss ( 191 ) ( 982 ) Accumulated deficit ( 313,814 ) ( 100,003 ) Total stockholders’ equity (deficit) 100,003 ( 48,736 ) Total liabilities and stockholders’ equity (deficit) $ 303,563 $ 44,422 The accompanying notes are an integral p a rt of these condensed consolidated financial statements. 3 Table of Contents Spire Global, Inc. Condensed Consolidated Statements of Operations (In thousands, except share and per share amounts) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (Restated) (Restated) Revenue $ 9,561 $ 7,184 $ 28,390 $ 21,221 Cost of revenue 5,338 2,426 12,393 7,821 Gross profit 4,223 4,758 15,997 13,400 Operating expenses Research and development 7,804 5,231 21,913 14,585 Sales and marketing 5,574 2,294 14,369 7,082 General and administrative 8,217 3,110 23,507 8,854 Loss on satellite deorbit and launch failure — 666 — 666 Total operating expenses 21,595 11,301 59,789 31,187 Loss from operations ( 17,372 ) ( 6,543 ) ( 43,792 ) ( 17,787 ) Other income (expense) Interest income 4 — 6 45 Interest expense ( 2,392 ) ( 1,522 ) ( 8,267 ) ( 4,479 ) Change in fair value of contingent earnout liability ( 22,142 ) — ( 22,142 ) — Change in fair value of warrant liabilities ( 13,353 ) — ( 23,529 ) — Other income (expense), net ( 584 ) 636 ( 3,975 ) 181 Total other income (expense), net ( 38,467 ) ( 886 ) ( 57,907 ) ( 4,253 ) Loss before income taxes ( 55,839 ) ( 7,429 ) ( 101,699 ) ( 22,040 ) Income tax provision 269 195 969 300 Net loss $ ( 56,108 ) ( 7,624 ) $ ( 102,668 ) $ ( 22,340 ) Basic and diluted net loss per share (Class A common stock) $ ( 0.83 ) $ ( 0.43 ) $ ( 2.75 ) $ ( 1.27 ) Weighted-average shares of Class A common stock used in computing basic and diluted net loss per share 67,348,269 17,605,469 37,389,424 17,603,874 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Table of Contents Spire Global, Inc. Condensed Consolidated Statements of Comprehensive Loss (In thousands) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (Restated) (Restated) Net loss $ ( 56,108 ) $ ( 7,624 ) $ ( 102,668 ) $ ( 22,340 ) Other comprehensive loss: Foreign currency translation adjustments 324 ( 94 ) 791 30 Comprehensive loss $ ( 55,784 ) $ ( 7,718 ) $ ( 101,877 ) $ ( 22,310 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents Spire Global, Inc. Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (In thousands, except share amounts) (Unaudited) Series A Preferred Stock Series B Preferred Stock Series C Preferred Stock Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders’ Equity (Deficit) Shares (1) Amount Shares (1) Amount Shares (1) Amount Shares (1) Amount Balance, June 30, 2021 21,615,723 $ 52,809 8,306,818 $ 35,228 12,951,095 $ 66,113 19,212,323 $ 2 $ 23,370 $ ( 515 ) $ ( 257,706 ) $ ( 80,699 ) Exercise of stock options — — — — — — 229,316 — 392 — — 392 Stock compensation expense — — — — — — — — 2,099 — — 2,099 Issuance of shares to FP Lenders (Note 6) — — — — — — 1,490,769 1 14,803 — — 14,804 Conversion of warrants to common stock — — — — — — 672,355 — 308 — — 308 Conversion of Series A preferred stock to common stock upon the reverse recapitalization ( 21,615,723 ) ( 52,809 ) — — — — 21,615,723 2 52,807 — — — Conversion of Series B preferred stock to common stock upon the reverse recapitalization — — ( 8,306,818 ) ( 35,228 ) — — 8,306,818 1 35,227 — — — Conversion of Series C preferred stock to common stock upon the reverse recapitalization — — — — ( 12,951,095 ) ( 66,113 ) 12,951,095 1 66,112 — — — Conversion of convertible notes to common stock upon the reverse recapitalization — — — — — — 37,034,620 4 70,929 — — 70,933 Issuance of common stock upon the reverse recapitalization and PIPE financing, net of merger costs (2) — — — — — — 44,288,129 4 206,220 — — 206,224 Contingent earnout liability upon closing of the merger (Restated) — — — — — — — — ( 58,274 ) — — ( 58,274 ) Net loss (Restated) — — — — — — — — — — ( 56,108 ) ( 56,108 ) Foreign currency translation adjustments — — — — — — — — — 324 — 324 Balance, September 30, 2021 (Restated) — $ — — $ — — $ — 145,801,148 $ 15 $ 413,993 $ ( 191 ) $ ( 313,814 ) $ 100,003 6 Table of Contents Series A Preferred Stock Series B Preferred Stock Series C Preferred Stock Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders’ Equity (Deficit) Shares (1) Amount Shares (1) Amount Shares (1) Amount Shares (1) Amount Balance, December 31, 2020 21,615,723 $ 52,809 8,306,818 $ 35,228 12,804,176 $ 65,222 17,664,015 $ 2 $ 10,131 $ ( 982 ) $ ( 211,146 ) $ ( 48,736 ) Exercise of stock options — — — — — — 799,901 — 1,065 — — 1,065 Stock compensation expense — — — — — — — — 6,600 — — 6,600 Issuance of shares to FP Lenders (Note 6) — — — — — — 2,468,492 1 22,868 — — 22,868 Exercise of series C preferred warrants — — — — 146,919 891 — — — — — 891 Conversion of warrants to common stock — — — — — — 672,355 — 308 — — 308 Conversion of Series A preferred stock to common stock upon the reverse recapitalization ( 21,615,723 ) ( 52,809 ) — — — — 21,615,723 2 52,807 — — — Conversion of Series B preferred stock to common stock upon the reverse recapitalization — — ( 8,306,818 ) ( 35,228 ) — — 8,306,818 1 35,227 — — — Conversion of Series C preferred stock to common stock upon the reverse recapitalization — — — — ( 12,951,095 ) ( 66,113 ) 12,951,095 1 66,112 — — — Conversion of convertible notes to common stock upon the reverse recapitalization — — — — — — 37,034,620 4 70,929 — — 70,933 Issuance of common stock upon the reverse recapitalization and PIPE financing, net of merger costs (2) — — — — — — 44,288,129 4 206,220 — — 206,224 Contingent earnout liability upon closing of the merger (Restated) — — — — — — — — ( 58,274 ) — — ( 58,274 ) Net loss (Restated) — — — — — — — — — — ( 102,668 ) ( 102,668 ) Foreign currency translation adjustments — — — — — — — — — 791 — 791 Balance, September 30, 2021 (Restated) — $ — — $ — — $ — 145,801,148 $ 15 $ 413,993 $ ( 191 ) $ ( 313,814 ) $ 100,003 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 7 Table of Contents Spire Global, Inc. Condensed Consolidated Statements of Changes in Stockholders’ Deficit (In thousands, except share amounts) (Unaudited) Series A Preferred Stock Series B Preferred Stock Series C Preferred Stock Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders’ Deficit Shares (1) Amount Shares (1) Amount Shares (1) Amount Shares (1) Amount Balance, June 30, 2020 21,615,723 $ 52,809 8,306,818 $ 35,228 12,804,176 $ 65,222 17,604,528 $ 2 $ 8,276 $ ( 504 ) $ ( 193,358 ) $ ( 32,325 ) Exercise of stock options — — — — — — 2,417 — 4 — — 4 Stock compensation expense — — — — — — — — 531 — — 531 Net loss — — — — — — — — — — ( 7,624 ) ( 7,624 ) Foreign currency translation adjustments — — — — — — — — — ( 94 ) — ( 94 ) Balance, September 30, 2020 21,615,723 $ 52,809 8,306,818 $ 35,228 12,804,176 $ 65,222 17,606,945 $ 2 $ 8,811 $ ( 598 ) $ ( 200,982 ) $ ( 39,508 ) Series A Preferred Stock Series B Preferred Stock Series C Preferred Stock Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders’ Deficit Shares (1) Amount Shares (1) Amount Shares (1) Amount Shares (1) Amount Balance, December 31, 2019 21,615,723 $ 52,809 8,306,818 $ 35,228 12,804,176 $ 65,222 17,602,594 $ 2 $ 7,354 $ ( 628 ) $ ( 178,642 ) $ ( 18,655 ) Exercise of stock options — — — — — — 4,351 — 6 — — 6 Stock compensation expense — — — — — — — — 1,451 — — 1,451 Net loss — — — — — — — — — — ( 22,340 ) ( 22,340 ) Foreign currency translation adjustments — — — — — — — — — 30 — 30 Balance, September 30, 2020 21,615,723 $ 52,809 8,306,818 $ 35,228 12,804,176 $ 65,222 17,606,945 $ 2 $ 8,811 $ ( 598 ) $ ( 200,982 ) $ ( 39,508 ) (1) The shares of the Company’s common and convertible preferred stock, prior to the Merger (as d e fined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 1.7058 established in the Merger as described in Note 3. (2) Included in the share number is 12,058,614 shares of Class B common stock. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 8 Table of Contents Spire Global, Inc. Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) Nine Months Ended September 30, 2021 2020 (Restated) Cash flows from operating activities Net loss $ ( 102,668 ) $ ( 22,340 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 5,615 3,861 Stock-based compensation 6,600 1,451 Accretion on carrying value of convertible notes 2,103 3,333 Amortization of debt issuance costs 2,617 158 Change in fair value of warrant liability 23,529 — Change in fair value of contingent earnout liability 22,142 — Deferred income tax liabilities ( 47 ) 193 Loss on extinguishment of debt 2,277 — Loss on impairment of intangible assets 91 — Changes in operating assets and liabilities: Accounts receivable ( 2,905 ) 534 Contract assets ( 250 ) ( 575 ) Other current assets ( 7,381 ) ( 492 ) Other long-term assets 213 ( 152 ) Accounts payable 1,118 1,182 Accrued wages and benefits 302 734 Contract liabilities 2,416 3,369 Other accrued expenses 1,536 833 Other long-term liabilities 2,684 ( 509 ) Net cash used in operating activities ( 40,008 ) ( 8,420 ) Cash flows from investing activities Purchase of property and equipment ( 9,309 ) ( 8,240 ) Investment in intangible assets ( 140 ) ( 67 ) Net cash used in investing activities ( 9,449 ) ( 8,307 ) Cash flows from financing activities Proceeds from reverse recapitalization and PIPE financing 264,823 — Payments of merger costs related to reverse recapitalization ( 30,600 ) — Proceeds from long-term debt 70,000 7,592 Proceeds from issuance of convertible notes payable 20,000 250 Payments on redemption of long-term debt ( 29,628 ) ( 4,500 ) Payment of debt issuance costs ( 4,293 ) ( 183 ) Proceeds from exercise of stock options 1,065 6 Net cash provided by financing activities 291,367 3,165 Effect of foreign currency translation on cash, cash equivalent and restricted cash 1,071 236 Net increase (decrease) in cash, cash equivalents and restricted cas h 242,981 ( 13,326 ) Cash, cash equivalents and restricted cash Beginning of period 15,986 24,531 End of period $ 258,967 $ 11,205 Supplemental disclosure of cash flow inform ation Cash paid for interest $ 1,431 $ 878 Cash paid for income taxes $ 233 $ — Noncash financing activities Conversion of Series A, B and C preferred stock to common stock upon the reverse recapita lization $ 154,150 $ — Contingent earnout liability recognized upon the closing of the reverse recapitalization $ 58,274 $ — Conversion of convertible notes to common stock upon the reverse recapitalization $ 70,933 $ — Public and private warrants acquired as part of the merger $ 26,707 $ — Issuance of shares to FP (Note 6) $ 22,868 $ — Capitalized merger and acquisition costs not yet paid $ 2,146 $ — Property and equipment purchased, but not yet paid $ 1,924 $ — Exercise of Series C preferred stock warrants $ 891 $ — Issuance of stock warrants with long-term debt $ 308 $ 1,806 The accompanying notes are an integral part of these condensed consolidated financial statements. 9 Table of Contents Spire Global, Inc. Notes to Condensed Consolidated Financial Statements (In thousands, except shares and per share data, unless otherwise noted) (Unaudited) 1. Nature of Business Spire Global, Inc. (“Spire” or the “Company”), founded in August 2012, is a global provider of space-based data and analytics that offers its customers unique datasets and insights about earth from the ultimate vantage point. 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 offers the following three Data Solutions to customers: Maritime, Aviation and Weather. As a fourth solution, the Company is providing “space-as-a-service” through its Space Services solution. The Company is comprised of Spire Global, Inc. (“United States” or “U.S.”) and its wholly owned subsidiaries: Spire Global Subsidiary, Inc., Spire Global UK Limited (“United Kingdom or U.K”.), Spire Global Luxembourg S.a.r.l. (“Luxembourg”), Spire Global Singapore Pte. Ltd. (“Singapore”) and Spire Global Canada Acquisition Corp. The Company currently operates offices in six locations: San Francisco, Boulder, Washington D.C. (U.S.), Glasgow (U.K.), Luxembourg, and Singapore. On August 16, 2021 (the “Closing Date”), Spire Global Subsidiary, Inc. (formerly known as Spire Global, Inc.) (“Old Spire”) closed its previously announced merger with NavSight Holdings, Inc. (“NavSight”), a special purpose acquisition company, pursu a nt to the terms of the Business Combination Agreement, dated as of February 28, 2021, by and among Spire, NavSight, NavSight Merger Sub, Inc., a wholly owned subsidiary of NavSight (“NavSight Merger Sub”), and Peter Platzer, Theresa Condor, Jeroen Cappaert, and Joel Spark (collectively, the “Old Spire Founders,” and such agreement, the “Merger Agreement”). As a result, NavSight Merger Sub merged with and into Old Spire, the separate corporate existence of NavSight Merger Sub ceased, and Old Spire continued as the surviving corporation and a wholly owned subsidiary of NavSight (the “Merger”). NavSight then changed its name to Spire Global, Inc. (together with its consolidated subsidiary, “New Spire” or “Spire”) and Old Spire changed its name to Spire Global Subsidiary, Inc. Please refer to Note 3 “Reverse Recapitalization” for further details of the Merger. On September 13, 2021, the Company entered into a definitive agreement with exactEarth Ltd., a Canadian corporation (“exactEarth”), and leading provider of global maritime vessel data for ship tracking and maritime situational awareness solutions, pursuant to which the Company will acquire exactEarth for an estimated purchase price of approximately $ 161.2 million, consisting of (i) $ 103.4 million in cash on hand, and (ii) $ 57.8 million of shares of the Company’s Class A common stock (or approximately 5,234,857 shares), in each case upon the terms and subject to the conditions of the definitive agreement. The proposed acquisition (the “Proposed Acquisition”) is subject to customary closing conditions, including the receipt of certain regulatory approvals; the approval of the Ontario Superior Court of Justice (Commercial List); the approval by not less than two-thirds of the votes cast at a special meeting of exactEarth shareholders, which will take place on November 18, 2021; no material adverse effect having occurred in respect of either the Company or exactEarth; and dissent rights not having been exercised with respect to more than 10 % of exactEarth’s outstanding common shares. The Proposed Acquisition is expected to close in the fourth quarter of 2021 or the first quarter of 2022. On October 15, 2021, the Company and exactEarth amended the definitive agreement to the Plan of Arrangement to cause consideration that is unclaimed after two years to continue to be administered by the depositary, instead of being returned for further administration by the Company. 2. Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and regulations of the U.S. Securities and Exchange Commission for interim financial reporting. The condensed consolidated financial statements for the three and nine months ended September 30, 2021 include the accounts of Spire Global, Inc. (i.e. former NavSight) and its wholly-owned subsidiary, Old Spire, following the Reverse Recapitalization as further discussed in Note 3 “Reverse Recapitalization.” For periods prior to the Merger, the reported share and per share amounts have been retroactively converted by applying the Exchange Ratio with the exception of authorized shares. Issued and outstanding shares and warrants as disclosed herein have been adjusted reflecting the Exchange Ratio. All other accompanying financial statements as of December 31, 2020 and for the three and nine months ended September 30, 2020 include only the accounts of Old Spire. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes for the years ended December 31, 2020 and 2019. The information as of December 31, 2020 included on the condensed consolidated balance sheets was derived from the Company’s audited consolidated financial statements. The unaudited condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, contain all adjustments, consisting of normal recurring adjustments necessary for a fair statement of its financial position, results of operations and cash flows for the periods indicated. All intercompany accounts and transactions have been eliminated in consolidation. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2021. 10 Table of Contents Restatement of Unaudited Condensed Consolidated Financial Statements Restatement of Previously Issued Financial Statements Subsequent to the filing of the Original Form 10-Q, the Company discovered that an incorrect number had been used in the calculation of the fair value of the contingent earnout liability. As a result, the Company’s contingent earnout liability was understated as of September 30, 2021. For the three and nine months ended September 30, 2021, the loss recorded on the change in fair value of contingent earnout liability, total other income (expense), net, loss before income taxes, net loss and basic and diluted net loss per share were each understated for each period. As a result of the error, the Company’s previously issued unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2021 were materially misstated and are being restated in this Form 10-Q/A. The following tables reflect the impact of the restatement to the specific line items presented in the Company’s previously reported unaudited condensed consolidated financial statements as of and for the three and nine months ended September 30, 2021. As Previously Reported Adjustments As Restated Condensed Consolidated Balance Sheet: September 30, 2021 Contingent earnout liability $ 77,131 $ 3,286 $ 80,417 Total liabilities $ 200,274 $ 3,286 $ 203,560 Additional paid-in capital $ 393,872 $ 20,121 $ 413,993 Accumulated deficit $ ( 290,407 ) $ ( 23,407 ) $ ( 313,814 ) Total stockholders’ equity $ 103,289 $ ( 3,286 ) $ 100,003 Total liabilities and stockholders’ equity $ 303,563 $ — $ 303,563 Condensed Consolidated Statements of Operations: Three Months Ended September 30, 2021 Change in fair value of contingent earnout liability (1) $ 1,265 $ ( 23,407 ) $ ( 22,142 ) Total other income (expense), net $ ( 15,060 ) $ ( 23,407 ) $ ( 38,467 ) Loss before income taxes $ ( 32,432 ) $ ( 23,407 ) $ ( 55,839 ) Net loss $ ( 32,701 ) $ ( 23,407 ) $ ( 56,108 ) Basic and diluted net loss per share $ ( 0.49 ) $ ( 0.34 ) $ ( 0.83 ) Nine Months Ended September 30, 2021 Change in fair value of contingent earnout liability (1) $ 1,265 $ ( 23,407 ) $ ( 22,142 ) Total other income (expense), net $ ( 34,500 ) $ ( 23,407 ) $ ( 57,907 ) Loss before income taxes $ ( 78,292 ) $ ( 23,407 ) $ ( 101,699 ) Net loss $ ( 79,261 ) $ ( 23,407 ) $ ( 102,668 ) Basic and diluted net loss per share $ ( 2.12 ) $ ( 0.63 ) $ ( 2.75 ) Condensed Consolidated Statements of Comprehensive Loss: Three Months Ended September 30, 2021 Net loss $ ( 32,701 ) $ ( 23,407 ) $ ( 56,108 ) Comprehensive loss $ ( 32,377 ) $ ( 23,407 ) $ ( 55,784 ) Nine Months Ended September 30, 2021 Net loss $ ( 79,261 ) $ ( 23,407 ) $ ( 102,668 ) Comprehensive loss $ ( 78,470 ) $ ( 23,407 ) $ ( 101,877 ) Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit): Three Months and Nine Months Ended September 30, 2021 Contingent earnout liability upon closing of the merger $ ( 78,395 ) $ 20,121 $ ( 58,274 ) Additional paid-in capital $ 393,872 $ 20,121 $ 413,993 Accumulated Deficit $ ( 290,407 ) $ ( 23,407 ) $ ( 313,814 ) Total stockholders’ equity $ 103,289 $ ( 3,286 ) $ 100,003 Condensed Consolidated Statements of Cash Flows: Nine Months Ended September 30, 2021 Net loss $ ( 79,261 ) $ ( 23,407 ) $ ( 102,668 ) Change in fair value of contingent earnout liability $ ( 1,265 ) $ 23,407 $ 22,142 Net cash used in operating activities $ ( 40,008 ) $ — $ ( 40,008 ) Noncash Investment and financing activities Contingent earnout liability recognized upon the closing of the reverse recapitalization $ 78,395 $ ( 20,121 ) $ 58,274 (1) Change in fair value of contingent earnout liability was included in the other income (expense), net, in the Original Form 10-Q and was reclassified to a separate line item in the Form 10-Q/A. There were no adjustments to the remaining Other income (expense), net amounts. There was no impact on cash flows from investing or financing activities. The accompanying applicable Notes have been restated to correct for these errors. Liquidity Risks and Uncertainties The unaudited condensed consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets, and the satisfaction of liabilities in the ordinary course of business. 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. 11 Table of Contents The Company has a history of operating losses and negative cash flows from operations since inception. During the nine months ended September 30, 2021, net loss was $ 102,668 and cash used in operations was $ 40,008 . During the nine months ended September 30, 2020, net loss was $ 22,340 and cash used in operations was $ 8,420 . The Company held cash and cash equivalents of $ 245,770 , excluding restricted cash, at September 30, 2021. On August 16, 2021, the Company received net proceeds of approximately $ 236,632 from Private Investment in Public Equity (“PIPE”) investors (the “PIPE Investors”) and the Merger. The Company believes that it will have sufficient working capital to operate for a period of one year from the issuance of the Condensed Consolidated Financial Statements as of and for the nine months ended September 30, 2021 based on the borrowings under the FP Term Loan Agreement (as defined in Note 6) and the additional funds raised associated with the closing of the Merger (the “Closing”) (Note 3). The Company’s assessment of the period of time through which its financial resources will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties. The Company’s actual results could vary as a result of many factors, including its growth rate, subscription renewal activity, the timing and extent of spending to support its infrastructure and research and development efforts and the expansion of sales and marketing activities. The Company may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. The Company has based its estimates on assumptions that may prove to be wrong, and it could use its available capital resources sooner than it currently expects. The Company may be required to seek additional equity or debt financing. Future liquidity and cash requirements will depend on numerous factors, including market penetration, the introduction of new products, and potential acquisitions of related businesses or technology. In the event that additional financing is required from outside sources, the Company may not be able to raise it on acceptable terms or at all. If the Company is unable to raise additional capital when desired, or if it cannot expand its operations or otherwise capitalize on its business opportunities because it lacks sufficient capital, its business, operating results, and financial condition would be adversely affected. COVID-19 Impact In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic, which continues to spread throughout the United States and the world and has resulted in authorities implementing numerous measures to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. While the Company is unable to accurately predict the full impact that the COVID-19 pandemic will have on its operating results, financial condition, liquidity and cash flows due to numerous uncertainties, including the duration and severity of the pandemic or any resurgences of the pandemic locally or globally, the Company’s compliance with these measures has impacted its day-to-day operations and could continue to disrupt its business and operations, as well as that of certain of the Company’s customers whose industries are more severely impacted by these measures, for an indefinite period of time. Through the nine months ended September 30, 2021, the Company has experienced adverse changes in customer buying behavior that began in March 2020 as a result of the impact of the COVID-19 pandemic, including decreased customer engagement, delayed sales cycles, and deterioration in near-term demand. In 2021, the Delta variant of COVID-19 has become the dominant strain in numerous countries around the world, including the United States, and is believed to be more contagious than other previously identified COVID-19 strains. Despite these headwinds, the Company experienced an increase in revenue for the nine months ended September 30, 2021, as compared to the nine months ended September 30, 2020. As a result of the impact of the COVID-19 pandemic, the Company experienced delays and re-work due to third party satellite launch providers schedule shifts, delays and increased expenses in its hiring process, some attrition from adjusting company policies due to the COVID-19 pandemic and additional time and expenses supporting customer contracts. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the dates of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Management’s significant estimates include assumptions in revenue recognition, contingent earnout liability, allowance for doubtful accounts, realizability of deferred income tax assets, equity awards and warrant liabilities. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. The Company adjusts such estimates and assumptions based on the facts and circumstances. As future events and their effects cannot be determined with precision, actual results could differ from those estimates. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted cash, current and restricted cash included in Other long-term assets in the Condensed Consolidated Balance Sheets represents amounts pledged as guarantees or collateral for financing arrangements (Note 6 and Note 12) and lease agreements, as contractually required. 1 2 Table of Contents The following table shows components of cash, cash equivalents, and restricted cash reported on the Condensed Consolidated Balance Sheets and in the Condensed Consolidated Statements of Cash Flows as of: September 30, 2021 December 31, 2020 Cash and cash equivalents $ 245,770 $ 15,571 Restricted cash, current 12,801 — Restricted cash included in Other long-term assets 396 415 $ 258,967 $ 15,986 Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and restricted cash, and accounts receivable. The Company typically has cash account balances in excess of Federal Deposit Insurance Corporation insurance coverage. The Company has not experienced any losses on such accounts, and management believes that the Company’s risk of loss is remote. The Company has a concentration of contractual revenue arrangements with governmental agencies and nongovernmental entities. Entities under common control are reported as a single customer. As of September 30, 2021, the Company had three customers that accounted for 21 %, 19 % and 12 % of the Company’s total account receivable and as of December 31, 2020, the Company had one customer that accounted for 67 % of the Company’s total accounts receivable. The Company had the following customers whose revenue balances individually represented 10% or more of the Company’s total revenue: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Customer A 18 % 24 % 27 % 35 % Customer B 17 % 20 % 19 % 21 % Customer C * 16 % 11 % 10 % * Revenue from these customers were less than 10 % of total revenue during the period. Deferred Offering and Merger Costs The Company capitalizes within Other current assets on the Condensed Consolidated Balance Sheets certain legal, accounting and other third-party fees that are directly related to the Company’s in-process equity financing and merger related transactions until such transactions are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received from the offering. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are written off to operating expenses. The Company has capitalized $ 3,871 of such costs as of September 30, 2021. As of the Closing, these capitalized merger costs were recorded to Additional paid-in capital on the Condensed Consolidated Balance Sheet (Note 3). No costs were capitalized as of December 31, 2020. During the nine months ended September 30, 2021, the Company incurred an additional $ 6,591 of costs indirectly related to the Merger, including $ 4,846 for professional services and $ 1,745 of other merger related costs. These amounts have been included in General and administrative expenses in the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2021. No such costs were incurred during the nine months ended September 30, 2020. Related Parties One of the Company’s stockholders and debtors is also a customer from which the Company generated $ 606 of revenue for the nine months ended September 30, 2020. No revenue was generated from this customer for the nine months ended September 30, 2021. The Company borrowed gross proceeds of $ 1,232 of Convertible notes payable in February 2021 and $ 6,414 of Convertible notes payable during the year ended December 31, 2019, from certain stockholders (Note 7). Interest expense recognized on related party Convertible notes payable was $ 89 and $ 413 for the three and nine months ended September 30, 2021, respectively, and $ 139 and $ 405 for the three and nine months ended September 30, 2020, respectively. Immediately prior to the effective time of the Merger, the Convertible Notes were automatically converted into shares of common stock of Old Spire (“Old Spire Common Stock”) (Note 3 and Note 7). Total carrying value of the related party balance included as Convertible notes payable, net on the Condensed Consolidated Balance Sheets was $ 0 and $ 7,498 as of September 30, 2021, and December 31, 2020, respectively. 1 3 Table of Contents Common Stock Warrants The Company assumed 11,499,992 publicly-traded warrants (“Public Warrants”) and 6,600,000 private placement warrants issued by NavSight (“Private Warrants” and, together with the Public Warrants, the “Common Stock Warrants”) upon the Merger, all of which were issued in connection with NavSight’s initial public offering and entitled the holder to purchase one share of the Company’s c ommon stock, par value $ 0.0001 (“Common Stock”) at an exercise price of $ 11.50 per share. The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the warrants may be cashless exercised. The Private Warrants are non-redeemable for cash so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Common Stock Warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity. The agreement governing the Common Stock Warrants includes a provision that could result in a different settlement value for the Common Stock Warrants depending on their holder. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s ordinary shares, the Private Warrants are not considered to be indexed to the Company’s own stock. In addition, the provision provides that in the event of a tender or exchange offer accepted by holders of more than 50 % of the outstanding shares of the Company’s ordinary shares, all holders of the Common Stock Warrants would be entitled to receive cash for all of their Common Stock Warrants. Specifically, in the event of a qualifying cash tender offer (which could be outside of the Company’s control), all Common Stock Warrant holders would be entitled to cash, while only certain of the holders of the Company’s ordinary shares may be entitled to cash. These provisions preclude the Company from classifying the Common Stock Warrants in stockholders’ equity. As the Common Stock Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the Condensed Consolidated Balance Sheet at fair value (Note 8), with subsequent changes in their respective fair values recognized in the Condensed Consolidated Statements of Operations at each reporting date. Contingent Earnout Liability In connection with the Reverse Recapitalization and pursuant to the Merger Agreement, eligible Spire equity holders are entitled to receive additional shares of the Company’s Common Stock upon the Company achieving certain Earnout Triggering Events (as described in the Merger Agreement and Note 3). In accordance with ASC 815-40, the earnout shares are not indexed to the Common Stock and therefore are accounted for as a liability and an offset to Additional paid-in capital on the Condensed Consolidated Balance Sheet at the reverse recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of Other income (expense), net in the Condensed Consolidated Statements of Operations. The contingent earnout liability is categorized as a Level 3 fair value measurement using the Monte Carlo model (Note 8) because the Company estimates projections during the Earnout Period utilizing unobservable inputs. Contingent earnout payments involve certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts. Accounting Pronouncements Recently Adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments , as amended (“ASU 2016-13”), which requires the measurement and recognition of expected credit losses for financial assets not held at fair value. ASU 2016-13 replaces the existing incurred loss impairment model with a forward-looking expected credit loss model which will result in earlier recognition of credit losses. The Company adopted the requirements of ASU 2016-13 effective January 1, 2021 and determined that the financial impact from the adoption of this standard was immaterial to its Condensed Consolidated Financial Statements. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (A Consensus of the FASB Emerging Issues Task Force) (“ASU 2018-15”), which aligns the requirements for capitalizing implementation costs incurred in a cloud computing hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software. The Company adopted the requirements of ASU 2018-15 effective January 1, 2021 and determined that the financial impact from the adoption of this standard was immaterial to its Condensed Consolidated Financial Statements. 1 4 Table of Contents In March 2020 and January 2021, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , and ASU 2021-01, Reference Rate Reform (Topic 848) , respectively, which refine the scope of ASC Topic 848 and clarify some of its guidance as part of the FASB’s monitoring of global reference rate reform activities. These standards permit entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, for computing variation margin settlements, and for calculating price alignment interest in connection with reference rate reform activities under way in global financial markets. The amendments in ASU 2020-04 were effective for all entities as of March 12, 2020 through December 31, 2022 and the amendments in ASU 2021-01 are effective immediately for all entities. The Company determined that the financial impact from the adoption of these standards was immaterial to its Condensed Consolidated Financial Statements. Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). Since this standard was originally issued, there have been improvements and clarification released by the FASB. Under the new standard, a lessee should recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. This standard is effective for fiscal years beginning after December 15, 2021 (January 1, 2022 for the Company), with early adoption permitted. The adoption of this guidance will result in recognition of right of use assets and leases liabilities on the Condensed Consolidated Balance Sheets. The Company is currently evaluating the impact that the adoption of this standard will have on its Condensed Consolidated Financial Statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , by removing certain exceptions to the general principles and its intended to improve consistent application. A franchise tax that is partially based on income will be recognized as an income-based tax and any incremental amount will be recognized as non-income-based tax. This standard is effective for fiscal years beginning after December 15, 2021 (January 1, 2022 for the Company), with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its Condensed Consolidated Financial Statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. The guidance is effective for annual reporting periods beginning after December 15, 2022, including interim periods within that reporting period. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its Condensed Consolidated Financial Statements in connection with any future business combinations. 3. Reverse Recapitalization Immediately prior to the Closing: • All 12,671,911 outstanding shares of Old Spire Series A Convertible Preferred Stock were converted into an equivalent number of shares of Old Spire Common Stock on a one-to-one basis . • All 4,869,754 outstanding shares of Old Spire Series B Convertible Preferred Stock were converted into an equivalent number of shares of Old Spire Common Stock on a one-to-one basis . • All 7,592,402 outstanding shares of Old Spire Series C Convertible Preferred Stock were converted into an equivalent number of shares of Old Spire Common Stock on a one-to-one basis . • Each of the Convertible Notes (as defined in Note 6) automatically converted into shares of Old Spire Common Stock. The conversion ratio for the 2019 and 2020 Convertible Notes (as defined in Note 6) was 2.4808 and the conversion ratio for the 2021 Convertible Notes (as defined in Note 6) was 13.6466 . • Old Spire Warrants (with the exception of warrants for 909,798 shares issued to European Investment Bank (“EIB,” and such warrants, the “EIB Warrants”) ) were exercised in full on a cashless basis into the right to receive shares of Old Spire Common Stock, which was settled on a net-basis. The EIB Warrants remained unexercised as of September 30, 2021. Pursuant to the Merger Agreement, at the Closing: • Each share of outstanding Class A common stock and Class B common stock of NavSight was exchanged for one share of Class A Common Stock of New Spire, par value $ 0.0001 per share (“New Spire Class A Common Stock”). 1 5 Table of Contents • Each share of Old Spire Common Stock, including shares of Old Spire Common Stock issued pursuant to the conversion of the Old Spire Preferred Stock, the Convertible Notes and the Old Spire Warrants (excluding the EIB warrants), was converted into a number of shares of New Spire Class A Common Stock equal to the Per Share Closing Consideration (“the exchange ratio”) of 1.7058 , as defined in the Merger Agreement. • Each share of Old Spire Common Stock is entitled to the contingent earnout right to receive a number of shares of New Spire Class A Common Stock equal to a Per Share Earnout Consideration of 0.1236 , as defined in the Merger Agreement, payable in four equal tranches if the trading price of the New Spire Class A Common Stock is greater than or equal to $ 13.00 , $ 16.00 , $ 19.00 , or $ 22.00 for any 20 trading days within any 30 consecutive trading day period on or prior to the date that is five years following the Closing Date, as adjusted based on the formula defined in the Merger Agreement with respect to the portion of earnout value allocated to holders of options to purchase shares of Old Spire Common Stock (“Old Spire Options”) assumed by NavSight. • All outstanding Old Spire Options were assumed and converted into option awards that are exercisable for shares of New Spire Class A Common Stock pursuant to an o ption exchange ratio of 1.8282 . • The outstanding EIB Warrants were assumed by New Spire and converted into warrants that are exercisable for a number of shares of New Spire Class A Common Stock equal to the exchange ratio of 1.7058 . • The Old Spire Founders purchased 12,058,61 4 shares of New Spire Class B Common Stock, which equal the number of shares of New Spire Class A Common Stock that each Founder received at Closing. Shares of New Spire Class B Common Stock carry nine votes per share, do not have dividend rights, are entitled to receive a maximum of $ 0.0001 per share of New Spire Class B Common Stock upon liquidation, are subject to certain additional restrictions on transfer, and are subject to forfeiture in certain circumstances. All fractional shares were rounded down. On February 28, 2021, concurrently with the execution of the Merger Agreement, NavSight entered into Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors collectively subscribed for 24,500,000 shares of New Spire Class A Common Stock for an aggregate purchase price equal to $ 245,000 (the “PIPE Investment”) less approximately $ 7,142 of equity issuance costs associated with the PIPE Investment. The PIPE Investment was consummated immediately prior to the Closing. The number of shares of Common Stock issued immediately following the Closing was: Number of Shares Old Spire Common Stock (excluding Founders) 6,405,302 Old Spire Convertible Preferred Stock 42,873,636 Old Spire Convertible Notes 37,034,620 Old Spire Warrants (excluding EIB warrants) 672,355 Total Class A common shares to Old Spire stockholders (exclud ing Founders) 86,985,913 New Spire Class A Common Stock issued to Old Spire Founders 12,058,614 New Spire Class A Common Stock issued to PIPE Investors 24,500,000 New Spire Class A Common Stock held by public stockholders 1,979,515 New Spire Class A Common Stock issued to FP Lenders 2,468,492 New Spire Class A Common Stock resulting from conversion of NavSight Class B Common Stock 5,750,000 Total Shares of New Spire Class A Common Stock 133,742,534 New Spire Class B Common Stock issued to Old Spire Founders 12,058,614 Total Shares of New Spire Common Stock 145,801,148 The Merger is accounted for as a reverse recapitalization under GAAP. This determination is primarily based on Old Spire stockholders comprising a relative majority of the voting power of New Spire and having the ability to nominate the members of the board of directors of New Spire, Old Spire’s operations prior to the acquisition comprising the only ongoing operations of New Spire, and Old Spire’s senior management comprising a majority of the senior management of New Spire. Under this method of accounting, NavSight is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Spire Global, Inc. represent a continuation of the financial statements of Old Spire with the Merger being treated as the equivalent of Old Spire issuing stock for the net assets of NavSight, accompanied by a recapitalization. The net assets of NavSight are stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Merger are presented as those of Old Spire. All periods prior to the Merger have been retrospectively adjusted using the exchange ratio for the equivalent number of shares outstanding immediately after the Merger to affect the reverse recapitalization. In connection with the Merger, the Company raised $ 264,823 of proceeds including the contribution of $ 230,027 of cash held in NavSight’s trust account from its initial public offering, net of redemptions of NavSight public stockholders of $ 210,204 , and $ 245,000 of cash in connection with the PIPE Investment. The Company incurred $ 38,653 of merger costs, consisting of banking, legal, and other professional fees, of which $ 32,062 was recorded as a reduction to additional paid-in capital, and the remaining $ 6,591 was expensed to General and administrative expenses in the Condensed Consolidated Statements of Operations. 1 6 Table of Contents 4. Revenue, Contract Assets, Contract Liabilities and Remaining Performance Obligations Disaggregation of Revenue For the three an d nine months ended September 30, 2021, revenue from Data Solutions contracts was $ 4,926 and $ 13,000 or 51 % and 46 % of total revenue, respectively. Revenue from Space Services solution contracts was $ 4,640 and $ 15,395 or 49 % and 54 % of total revenue for the three and nine months ended September 30, 2021, respectively. For the three and nine months ended September 30, 2020, revenue from Data Solutions contracts was $ 1,535 and $ 5,737 , or 21 % and 27 % of total revenue, respectively and revenue from Space Services so l ution contracts was $ 5,649 and $ 15,484 , 79 % or 73 % of total revenue for the three and nine months ended September 30, 2020, respectively. The following revenue disaggregated by geography was recognized: Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 EMEA (1) $ 3,514 37 % $ 13,426 47 % Americas (2) 4,805 50 % 10,561 37 % Asia Pacific (3) 1,242 13 % 4,403 16 % Total $ 9,561 100 % $ 28,390 100 % Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 EMEA (1) $ 2,909 41 % $ 10,149 48 % Americas (2) 2,823 39 % 8,038 38 % Asia Pacific (3) 1,452 20 % 3,034 14 % Total $ 7,184 100 % $ 21,221 100 % (1) The Netherlands represented 18 % and 26 % for the three and nine months ended September 30, 2021, respectively, and 25 % and 36 % for the three and nine months ended September 30, 2020, respectively. (2) U.S. represented 50 % and 37 % for the three and nine months ended September 30, 2021, respectively, and 39 % and 38 % for the three and nine months ended September 30, 2020, respectively. (3) Australia represented 11 % for the nine months ended September 30, 2021, and 17 % and 10 % for the three and nine months ended September 30, 2020, respectively. Contract Assets At September 30, 2021 and December 31, 2020, Contract assets were $ 1,089 and $ 853 , respectively, on the Condensed Consolidated Balance Sheets. Changes in Contract assets for the nine months ended September 30, 2021 were as follows: Balance at January 1, 2021 $ 853 Contract assets recorded 900 Reclassified to Accounts receivable ( 652 ) Other ( 12 ) Balance at September 30, 2021 $ 1,089 Contract Liabilities At September 30, 2021 and December 31, 2020, Contract liabilities were $ 10,331 and $ 8,110 , respectively, and were reported in the current portion of Contract liabilities on the Company’s Condensed Consolidated Balance Sheets. 1 7 Table of Contents Changes in Contract liabilities for the nine months ended September 30, 2021 and 2020 were as follows: September 30, 2021 September 30, 2020 Balance at the beginning of the year $ 8,110 $ 4,550 Contract liabilities recorded during the period 9,037 4,645 Revenue recognized during the period ( 6,624 ) ( 1,208 ) Other ( 192 ) — Balance at the end of the period $ 10,331 $ 7,987 Remaining Performance Obligations 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. As of September 30, 2021, the amount not yet recognized as revenue from these commitments is $ 49,506 . The Company expects to recognize 70 % of these future commitments over the next 12 months and the remaining 30 % thereafter as revenue when the performance obligations are met. 5. Balance Sheet Components Other current assets consisted of the following: September 30, 2021 December 31, 2020 Prepaid insurance $ 6,083 $ 68 Technology and other prepaid contracts 1,687 767 Deferred contract costs 494 657 Prepaid rent 120 200 Other receivables 886 409 Other current assets 957 11 $ 10,227 $ 2,112 Property and equipment, net consisted of the following: September 30, 2021 December 31, 2020 Satellites in-service $ 32,076 $ 26,196 Internally developed software 2,166 2,166 Ground stations in-service 2,084 1,872 Leasehold improvements 1,589 1,589 Machinery and equipment 2,373 1,873 Computer equipment 1,485 1,153 Computer software and website development 472 472 Furniture and fixtures 458 379 42,703 35,700 Less: Accumulated depreciation and amortization ( 28,113 ) ( 23,260 ) 14,590 12,440 Satellite, launch and ground station work in progress 11,265 4,934 Finished satellites not in-service — 3,084 Property and equipment, net $ 25,855 $ 20,458 Other accrued expenses consisted of the following: September 30, 2021 December 31, 2020 Professional services $ 2,012 $ 420 Income taxes 709 105 Sales tax 26 122 Software 1,271 470 Satellite/launch/grounds material 829 — Other 1,120 696 $ 5,967 $ 1,813 Depreciation and amortization expense related to property and equipment for the three and nine months ended September 30, 2021 was $ 2,075 and $ 5,615 , respectively, including amortization of internal-use software of $ 0 and $ 34 , respectively, and for the three and nine months ended September 30, 2020 was $ 1,265 and $ 3,861 , respectively, including amortization of internal-use software of $ 32 and $ 95 , respectively. 1 8 Table of Contents 6. Long-Term Debt Long-term debt consisted of the following: September 30, 2021 December 31, 2020 Eastward Loan Facility $ — $ 15,000 EIB Loan Facility — 14,734 PPP Loan — 1,699 FP Term Loan 71,512 — Other — 10 71,512 31,443 Less: Debt issuance costs ( 26,291 ) ( 4,798 ) Non-current portion of long-term debt $ 45,221 $ 26,645 The Company recorded interest expense from long-term debt of $ 2,924 and $ 4,017 for the three and nine months ended September 30, 2021, respectively and $ 309 and $ 1,063 for the three and nine months ended September 30, 2020. FP Term Loan Facility The Company entered into a credit agreement with FP Credit Partners, L.P., as agent for several lenders (the “FP Lenders”) on April 15, 2021 and as amended on May 17, 2021 (the “FP Term Loan Agreement”), for a $ 70,000 term loan (the “FP Term Loan”). Upon funding in May 2021, the FP Term Loan was used (i) to pay off the Company’s existing credit facilities with Eastward Fund Management, LLC (the “Eastward Loan Facility”) and EIB (the “EIB Loan Facility”) and (ii) to fund working capital and for general corporate purposes. The Company incurred $ 12,277 of debt issuance costs relating to the FP Term Loan. As part of the transaction to extinguish the EIB Loan Facility, the Company has reserved $ 12,801 in a restricted cash account in the event that EIB elects to redeem their warrants. Prior to the Closing, the FP Term Loan bore interest at a rate of 8.50 % per annum, payable quarterly in arrears, and the Company had the option to elect, upon written notice at least five business days in advance of each quarter end, to add all or a portion of the accrued unpaid interest to the outstanding principal amount of the FP Term Loan. Upon the Closing, this election was no longer available. The FP Lenders had the option to elect to convert a portion of their specified contractual return into common stock of the Company immediately preceding the Closing, at a conversion price specified in the FP Term Loan Agreement by submitting a notice to convert on or prior to the funding date in May 2021 (the “Conversion Election”). If the FP Lenders had exercised the Conversion Election, and the Company did not elect to repay the outstanding principal amount of the FP Term Loan at the Closing, then the interest rate would have increased to 9 % per annum. However, the FP Lenders did not make the Conversion Election and so the interest rate would have decreased to 4 % per annum upon the Closing under the original terms of the FP Term Loan Agreement. At the date of the FP Term Loan Agreement, this contingent interest feature was determined to be an embedded derivative asset with an associated debt premium recorded. The fair value of this financial instrument of $ 8,922 was presented net within Long-term Debt on the Condensed Consolidated Balance Sheet at June 30, 2021. However, because of this interest rate increase under the FP Amendment (as defined below), the contingent interest embedded derivative asset and associated debt premium were derecognized upon the execution of the FP Amendment . The FP Term Loan includes covenants that limit the Company’s ability to, among other things, make investments, dispose of assets, consummate mergers and acquisitions, incur additional indebtedness, grant liens, enter into transactions with affiliates, pay dividends or other distributions without preapproval by the FP Lenders. The Company is required to maintain minimum unrestricted cash of at least $ 15,000 as of each fiscal quarter end, except for the quarter immediately following the first quarter where the Company reports positive EBITDA, until the closing of a qualifying IPO, which include s the Merger. The Company issued an equity grant of 977,723 shares of New Spire Class A Common Stock with a value of $ 8,065 to the FP Lenders upon funding of the FP Term Loan. On August 5, 2021, the Company and FP Lenders executed an amendment (the “FP Amendment”) to the FP Term Loan to modify certain terms. Among other things, the FP Amendment waived the instance of the noncompliance with provisions for the timely notification of the Company’s election to add accrued unpaid interest as of June 30, 2021 to the outstanding principal. The FP Lenders also waived any default interest that would have applied as a result of the noncompliance. The FP Amendment also reinstated the previously expired Conversion Election and served as formal notice of this election by the FP Lenders. As a result, the FP Lenders received 1,490,769 shares of New Spire Class A Common Stock. In connection with FP’s exercise of the Conversion Election, the interest rate on the FP Term Loan increased to 9 % per annum following the closing of the Closing. The Company has determined that this FP Amendment represents an accounting modification of the original FP Term Loan. In connection with the debt modification accounting, no gain or loss was recorded related to the FP Amendment, and the Company capitalized the fair value of $ 14,803 for the 1,490,769 shares of New Spire Class A Common Stock issued to the FP Lenders to be amortized over the remaining life of the FP Term Loan as part of the effective yield of the FP Term Loan beginning in the third quarter of 2021. 1 9 Table of Contents The FP Term Loan, plus the applicable contractual returns as defined in the FP Term Loan Agreement, matures on April 15, 2026 and is collateralized by substantially all assets of the Company. The Company has the option to prepay the loan in advance of its final maturity, which was subject to a prepayment penalty under the original terms of the FP Term Loan Agreement that varied between $ 17,500 and $ 49,000 based on the timing and circumstances of the repayment. On September 24, 2021, EIB submitted a notice of cancellation for 775,966 EIB warrants (Tranche A). The valuation for settlement of these warrants is based on a 20 -day volume weighted average price (“VWAP”) valuation method using the Company’s publicly traded stock price as of September 30, 2021. These warrants were settled subsequent to September 30, 2021 for EUR 9,670 (Note 12). D uring the nine months ended September 30, 2021, the Company recognized within Other income (expense), net on the Condensed Consolidate d Statement of Operations, $ 4,954 as a loss on extinguishment of debt, resulting from paying off the EIB Loan Facility and the Eastward Loan Facility, and $ 1,699 as a gain from extinguishment of debt resulting from the U.S. government’s forgiveness of the Company’s loan under the Paycheck Protection Program (“PPP”) established as part of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. 7. Convertible Notes Between July 2019 and October 2020, the Company entered into several subordinated convertible note purchase agreements for gross proceeds totaling $ 42,884 (the “2019 and 2020 Convertible Notes”). The 2019 and 2020 Convertible Notes accrue interest at 8 % per annum, compounded quarterly. In May 2021, the Company and the holders of the 2019 and 2020 Convertible Notes agreed to extend the maturity date of all convertible promissory notes outstanding at December 31, 2020 from January 29, 2022 to July 31, 2022 . If not converted, at the option of the holders, all unpaid principal, interest and a balloon payment of 5 % of the principal balance is due on the stated maturity date of July 31, 2022. The accretion of the carrying value of the Convertible Notes for the additional balloon payment is recorded as additional interest expense over the term of the 2019 and 2020 Convertible Notes. In connection with securing the 2019 and 2020 Convertible Notes, the Company incurred debt issuance costs of $ 392 that have been recorded as a deduction of the carrying amount of convertible debt and are being amortized to interest expense over the term of the 2019 and 2020 Convertible Notes. Conversion of the 2019 and 2020 Convertible Notes can be automatic based on events such as an initial public offering (“IPO”) by the Company or voluntary based on events such as a change of control or maturity. From January 2021 through February 2021, the Company issued and sold several convertible promissory notes in the aggregate amount of $ 20,000 (the “2021 Convertible Notes”, and together with the 2019 and 2020 Convertible Notes, the “Convertible Notes”). The 2021 Convertible Notes mature four years from the date of issuance and accrue interest at 8 % per annum, compounded quarterly. In connection with securing the 2021 Convertible Notes, the Company incurred debt issuance costs of $ 62 that have been recorded as a deduction of the carrying amount of convertible debt and are being amortized to interest expense over the life of the 2021 Convertible Notes. Conversion of the 2021 Convertible Notes can be automatic based on events such as an IPO by the Company or voluntary based on events such as a change of control or maturity. Immediately prior to the effective time of the Merger, the Convertible Notes were automatically converted into shares of Old Spire Common Stock. The conversion ratio to Old Spire Common Stock for the 2019 and 2020 Convertible Notes was 2.4808 whereas the conversion ratio to Old Spire Common Stock for the 2021 Convertible Notes was 13.6466 . This conversion then gave the right to receive shares of New Spire Class A Common Stock equal to the number of shares of Old Spire Common Stock received from such conversion multiplied exchange ratio of 1.7058 . Total accrued interest on Convertible Notes was $ 0 and $ 5,944 as of September 30, 2021 and December 31, 2020, respectively, and included in Convertible notes payable, net on the Condensed Consolidated Balance Sheet. After the conversion of the Convertible Notes, the balloon interest accrual of $ 1,698 was reversed in August 2021, which was only payable upon full maturity of the Convertible Notes. The Company recorded a net interest expense reduction of $ 1,452 and $ 1,550 of interest expense on the Convertible Notes for the three and nine months ended September 30, 2021, respectively, and recorded $ 1,182 and $ 3,385 of interest expense for the three and nine months ended September 30, 2020, respectively. 8. Fair Value Measurement The Company follows the guidance in ASC 820, “Fair Value Measurement” for its liabilities that are re-measured and reported at fair value at each reporting period. The fair value of the Company’s common and preferred stock warrant liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. The following fair value hierarchy is 20 Table of Contents used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The Company classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that ar e readily observable, either directly or indirectly. The Company’s assessment of a particular input to the fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. The following tables present the Company’s fair value hierarchy for its financial instruments that are measured at fair value on a recurring basis: September 30, 2021 Level 1 Level 2 Level 3 Total Current Liabilities: EIB warrants $ — $ 22,582 $ — $ 22,582 Long-term Liabilities: Public warrants $ 19,550 $ — $ — $ 19,550 Private Placement warrants — 11,220 — 11,220 Contingent Earnout liability — — 80,417 80,417 $ 19,550 $ 11,220 $ 80,417 $ 111,187 December 31, 2020 Level 1 Level 2 Level 3 Total Long-term Liabilities: EIB warrants $ — $ — $ 4,007 $ 4,007 2 1 Table of Contents Public Warrants The fair value of the Public Warrants is based on quoted market process and is classified as a Level 1 financial instrument. Private Placement Warrants The fair value of the Private Warrants is estimated using the Black-Scholes model with inputs that include the Company’s stock price in an actively traded market, making this fair value classified as a Level 2 financial instrument. The other significant assumptions used in the model are the exercise price, expected term, volatility, interest rate, and dividend yield. The table below quantifies the significant inputs used for the Private Warrants: September 30, 2021 August 16, 2021 Fair value of the Company’s common stock $ 12.53 $ 9.93 Exercise price $ 11.50 $ 11.50 Risk-free interest rate 0.98 % 0.75 % Expected volatility factor 6.0 % 22.0 % Expected dividend yield — — Remaining contractual term (in years) 4.88 5.00 EIB Warrant Liabilities The warrant liability in the tables above consisted of the fair value of warrants to purchase the Company’s common stock at a price of $ 0.0001 per share (or redeem for cash) and preferred stock and was based on the significant inputs not observable in the market, which prior to the Merger represented a Level 3 measurement within the fair value hierarchy. The Company’s valuation of the stock warrants utilized the Black-Scholes option-pricing model, which incorporates assumptions and estimates to value the stock warrants. Changes in the fair value of the stock warrants are recognized in Other income (expense), net in the Condensed Consolidated Statements of Operations. The quantitative inputs utilized in the fair value measurement of the stock warrant liability include the fair value per share of the Company’s common stock, the remaining contractual term of the warrants, risk-free interest rate, expected dividend yield and expected volatility of the price of the Company’s common stock. Prior to the Merger, the Company determined the fair value per share of the Company’s common and preferred stock using a hybrid valuation method that utilized a combination of an option pricing model method and the Probability-Weighted Expected Return Method (“PWERM”). The PWERM is a scenario-based methodology that estimates the fair value of equity securities based upon an analysis of future values, assuming various outcomes. As the probability of the Merger closing increased, the fair value of the EIB warrant liability increased as of the date of the exercise. The risk-free interest rate is based on a treasury instrument for which the term is consistent with the expected life of the warrants. As there was no public market for the Company’s common and preferred stock, the Company determined the expected volatility for warrants granted based on an analysis of reported data for a peer group of companies. After the Merger, the EIB warrant liabilities moved from Level 3 to Level 2, as a result of the Company’s common stock now being traded on the New York Stock Exchange. The Company used a 20 -day VWAP valuation method using the Company’s publicly traded stock price for 1,551,933 warrants as of September 30, 2021 for Tranche A and Tranche B (Note 6 and Note 12). The table below quantifies the inputs used for the EIB warrants: September 30, 2021 December 31, 2020 Fair value of the Company’s common stock $ 14.55 $ 4.19 Exercise price $ 0.0001 $ 0.0001 Risk-free interest rate 0.98 % 0.13 % Expected volatility factor 70.0 % 68.4 % Expected dividend yield — — Remaining contractual term (in years) 3.9 4.7 Contingent Earnout Liability The estimated fair value of the contingent earnout liability was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the Earnout Period (Note 3) prioritizing the most reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current price of the Company’s common stock, expected volatility, risk-free rate, expected term and dividend rate. The table below quantifies the significant inputs used for the Contingent Earnout Liability: September 30, 2021 August 16, 2021 Fair value of the Company’s common stock $ 12.53 $ 9.93 Risk-free interest rate 0.98 % 0.75 % Expected volatility factor 70.0 % 70.0 % Expected dividend yield — — Remaining contractual term (in years) 0.004 0.004 The following tables present the Company’s fair value hierarchy for its warrants classified as equity that are measured at fair value on a nonrecurring basis: September 30, 2021 Level 1 Level 2 Level 3 Total Equity: Warrants $ — $ — $ 970 $ 970 December 31, 2020 Level 1 Level 2 Level 3 Total Equity: Warrants $ — $ — $ 970 $ 970 The warrant liability in the table above classified as equity was recorded at fair value on the date of issuance and is not remeasured. The fair value of warrants was based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The Company’s valuation of the stock warrants utilized the Black-Scholes option-pricing model, which incorporates assumptions and estimates to value the stock warrants. The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Contingent Earnout Liability Contingent Interest Embedded Derivative Warrant Liability Fair value at December 31, 2019 $ — $ — $ 197 Issuance of warrants to EIB — — 1,806 Fair value at September 30, 2020 $ — $ — $ 2,003 Fair value at December 31, 2020 $ — $ — $ 4,007 Issuance of warrants to Silicon Valley Bank — — 308 Conversion of Silicon Valley Bank warrants to common stock — — ( 308 ) Exercise of series C preferred warrants — — ( 891 ) Contingent interest embedded derivative recognized relating to the FP Term Loan agreement — 8,922 — Contingent interest embedded derivative derecognized upon the execution of the FP Amendment — ( 8,922 ) — Contingent earnout liability recognized upon the closing of the reverse recapitalization 58,275 — — Change in fair value of contingent earnout liability 22,142 — — Change in fair value included in other income (expense), net — — 19,466 Transferred to Level 2 upon the closing of the reverse recapitalization — — ( 22,582 ) Fair value at September 30, 2021 $ 80,417 $ — $ — During the nine months ended September 30, 2021, the Company issued 32,412 warrants at a fair value of $ 308 to Silicon Valley Bank with an exercise price of $ 1.60 . The warrants allow the holder to acquire the Company’s common stock. Silicon Valley Bank exercised the Series C warrants and they were converted into common stock upon the Closing. Certain holders of Series C preferred stock exercised their warrants at a nominal amount to purchase 146,919 shares of the Company’s common stock at a fair value of $ 891 during the nine months ended September 30, 2021. Based on the recent rounds of debt financing during the nine months ended September 30, 2021 and the year ended December 31, 2020 and the terms of those debt agreements, current market conditions and the Company’s financial condition, the carrying amounts for Long-term debt and Convertible notes payable approximate fair value. The carrying amounts reported on the Condensed Consolidated Balance Sheets of other assets and liabilities which are considered to be financial instruments approximate fair value based on their short-term nature and current market indicators and are classified as Level 3. 2 2 Table of Contents 9. Commitments and Contingencies Operating Leases The Company leases office facilities and sites for its ground stations under noncancelable operating leases. These leases expire at various dates through 2029 . Rent expense, including ground station leases, for the three and nine months ended September 30, 202 1 was $ 876 and $ 2,355 , respectively, and for the three and nine months ended September 30, 202 0 was $ 313 and $ 1,684 , respectively. Future minimum lease payments under noncancelable operating leases that have initial or remaining noncancelable lease terms greater than one-year a s of September 30, 2021 are as follows: Remainder of 2021 $ 583 2022 2,372 2023 2,353 2024 2,231 2025 2,202 2026 and thereafter 5,062 $ 14,803 Litigation At times, the Company is party to various claims and legal actions arising in the normal course of busi n ess. Although the ultimate outcome of these matters is not presently determinable, management believes that the resolution of all such pending matters, will not have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows; however, there can be no assurance that the ultimate resolution of these matters will not have a material impact on the Company’s Consolidated Financial Statements in any period. 10. Stock-Based Compensation In December 2012, the Company adopted the 2012 Stock Option and Grant Plan (the “Plan”) under which the Company may grant stock options to purchase shares of its common stock to certain employees and nonemployees of the Company. The 2012 Plan was terminated as of the Closing, and accordingly, no additional awards will be granted under the 2012 Plan thereafter. In connection with the Closing, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (“2021 ESPP”). The number of shares available for issuance under the 2021 Plan will be increased on the first day of each fiscal year, beginning on January 1, 2022, in an amount equal to the lesser of (i) 23,951,000 shares of New Spire Class A Common Stock, (ii) a number of shares of New Spire Class A Common Stock equal to 5 % of the total number of shares of all of New Spire Class A Common Stock outstanding as of the last day of the immediately preceding fiscal year, or (iii) such number of shares of New Spire Class A Common Stock as the Company’s board of directors or its designated committee may determine no later than the last day of the immediately preceding fiscal year. The 2021 Plan permits the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards to employees, directors, or consultants under the 2021 Plan. The 2021 ESPP, the Company can grant stock options to employees to purchase shares of Class A common stock at a purchase price which equals to 85 % of the lower of (i) the fair market value of common stock on the first trading day of the offering period or (ii) the fair market value of common stock on the exercise date. As of September 30, 2021, 8,869,629 and 3,194,000 shares were available for grant under the 2021 Plan and 2021 ESPP, respectively. 2 3 Table of Contents The following table summarizes stock option activity under the Plan, there were no activities under the 2021 Plan for the period ending September 30, 2021: Number of Stock Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Stock options outstanding at January 1, 2021 19,618,953 $ 1.78 7.9 Granted 4,676,898 4.90 Exercised ( 799,901 ) 1.33 Forfeited, canceled, or expired ( 1,325,349 ) 2.50 Stock options outstanding at September 30, 2021 22,170,601 2.42 7.5 Vested and expected to vest at September 30, 2021 22,170,601 2.42 7.5 Exercisable at September 30, 2021 10,895,186 1.81 6.1 The Company’s option award quantities and prices prior to the Merger have been retroactively restated to reflect the exchange ratio of approximately 1.8282 established in the Merger as described in Note 3. The weighted-average grant date fair value per share of stock options granted was $ 2.94 for the nine months ended September 30, 2021. The total grant date fair value of stock options vested was $ 1,737 during the nine months ended September 30, 2021. As of September 30, 2021, there was $ 17,903 of total unrecognized compensation expense expected to be recognized over a weighted average-period of 2.93 years. The following table summarizes the components of total stock-based compensation expense based on roles and responsibilities of the employees within the Condensed Consolidated Statements of Operations: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cost of revenue $ 31 $ 9 $ 75 $ 26 Research and development 590 225 1,843 668 Sales and marketing 550 74 1,278 219 General and administrative 928 223 3,404 538 $ 2,099 $ 531 $ 6,600 $ 1,451 11. Net Loss per Share The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net loss attributable to common stockholders $ ( 56,108 ) $ ( 7,624 ) $ ( 102,668 ) $ ( 22,340 ) Denominator: Weighted-average shares of New Spire Class A Common Stock used in computing basic and diluted net loss per share 67,348,269 17,605,469 37,389,424 17,603,874 Basic and diluted net loss per share (New Spire Class A Common Stock) $ ( 0.83 ) $ ( 0.43 ) $ ( 2.75 ) $ ( 1.27 ) 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. 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, 2 4 Table of Contents presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the nine months ended September 30, because including them would have had an anti-dilutive effect: September 30, 2021 2020 Convertible preferred stock (if-converted) — 42,726,773 Warrants for the purchase of Series C convertible preferred stock (if-converted) — 146,919 Warrants for the purchase of common stock — 1,285,078 Convertible notes (if-converted) — 34,670,225 Stock options to purchase common stock 22,170,601 13,778,549 22,170,601 92,607,544 12. Subsequent Events The Company has evaluated subsequent events and has determined that no adjustments or additional disclosures are necessary to the amounts reported in the accompanying Unaudited Condensed Consolidated Financial Statements, except as disclosed below: Redemption of EIB Warrants On October 18, 2021, EIB submitted a notice of cancellation for the remaining 775,966 EIB warrants (Tranche B). The valuation for settlement of these warrants is based on the VWAP 20 -day trading price method as of October 14, 2021, as stated in the notice of cancellation. The settlement amount is EUR 7,595 . Tranche A of the EIB Warrants, in respect of which EIB submitted a notice of cancellation on September 24, 2021 (Note 6), and Tranche B of the EIB Warrants were canceled in full in exchange for a total cash amount of EUR 17,265 , which was paid to EIB on November 8, 2021. Upon settlement of the warrants, the cash collateral of $ 12,801 will cease to be restricted. 2 5 Table of Contents