Spire Global, Inc. 10-Q/A

Item 5. Other Information Amended Outside Director Compensation Policy On November 9, 2021, our board of directors approved an amended Outside Director Compensation Policy (the “Policy”). The Policy as amended will allow non-employee directors to elect to receive shares of our Class A common stock or stock options to purchase shares of our Class A common stock in lieu of the cash retainer fees otherwise payable to the non-employee director under the Policy, and to elect to receive stock options in lieu of restricted stock units with respect to the initial and annual equity awards that otherwise would be granted to the non-employee director under the Policy. If a non-employee director elects to receive awards of our Class A common stock or stock options in lieu of cash retainer fees under the Policy, each such award will be granted automatically on a quarterly basis in arrears for services provided during our fiscal quarter completed immediately prior to such grant for such elected fiscal year. The number of any such shares of our Class A common stock granted will be based on the amount of the cash retainers that would have been paid to the non-employee director for the fiscal quarter, divided by the fair market value of a share of our Class A common stock as of the award’s grant date. The number of shares of our Class A common stock subject to any such stock option granted will be such number as would result in the stock option having a grant date fair value (determined in accordance with GAAP) equal to the amount of the cash retainers that would have been paid to the non-employee director for the fiscal quarter. Each such award of Class A common stock or stock option will be fully vested as of the grant date. If a non-employee director elects to receive a stock option in lieu of restricted stock units under the Policy, such stock option will be granted automatically on the same date, and with the same vesting schedule and grant date fair value (determined in accordance with GAAP), as the restricted stock units that would be granted under the Policy as initial or annual awards, as applicable. Any non-employee director who makes an election both to receive a stock option in lieu of an annual award under the Policy and equity compensation in lieu of cash payments for the retainer fees under the Policy will receive such equity compensation in lieu of cash in the form of stock options. Any stock option granted under the Policy will have a per share exercise price equal to the fair market value of a share of our Class A common stock as of its grant date and a maximum term of 10 years. Any award of shares of our Class A common stock or stock options will be granted under our 2021 Plan and applicable award agreement thereunder. Director Restricted Stock Unit Grants On November 9, 2021, our board of directors approved the grant of restricted stock units to Stephen Messer, Jack Pearlstein and William Porteous, each a non-employee member of our board of directors, under the terms of our 2021 Plan and applicable award agreement thereunder. Each of restricted stock unit awards for Messrs. Messer and Porteous was approved to have a grant date fair value (determined in accordance with GAAP) of $175,000 and will be scheduled to vest as to all of the shares subject to such award on August 16, 2022, subject to each director’s continued service through such vesting date. The restricted stock unit award for Mr. Pearlstein was approved to have a grant date fair value (determined in accordance with GAAP) of $275,000 and will be scheduled to vest in three, equal installments on August 16 of each of 2022, 2023 and 2024, in each case subject to his continued service through the applicable vesting date. 88 Table of Contents Item 6. Exhibits The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q, or are incorporated herein by reference, in each case as indicated below. Exhibit Number Incorporated by Reference Description Form File No. Exhibit Filing Date 2.1 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 3.1 Certificate of Incorporation of Spire Global, Inc. S-1 333-259733 3.1 September 23, 2021 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 of the registrant. 8-K 001-39493 4.1 August 20, 2021 4.2 Warrant Agreement, as amended, dated as of August 20, 2020, by and between the registrant and The European Investment Bank, and form of warrant issued thereunder. S-1 333-259733 4.3 September 23, 2021 10.1+ Spire Global, Inc. 2021 Equity Incentive Plan and forms of agreement thereunder. S-1 333-259733 10.3 September 23, 2021 10.2+ Spire Global, Inc. 2021 Employee Stock Purchase Plan. S-1 333-259733 10.4 September 23, 2021 10.3 Loan and Security Agreement by and among Spire, certain lenders party thereto, FP Credit Partners, L. P., as agent for the lenders, and certain of Spire’s subsidiaries as guarantors, dated as of April 15, 2021, with Amendment No. 1 dated as of May 17, 2021 and Amendment No. 2 dated as of August 5, 2021. 8-K 001-39493 10.21 August 20, 2021 10.4 Form of Support and Voting Agreement (D&O). 8-K 001-39493 10.1 September 14, 2021 10.5 Form of Support and Voting Agreement (Shareholder). 8-K 001-39493 10.2 September 14, 2021 10.6+ Outside Director Compensation Policy of Spire Global, Inc., as amended November 9, 2021, and election forms thereunder. 10-Q 001-39493 10.6 November 10, 2021 31.1 Certification of the 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 the 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* Certifications of the 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. 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document). 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 The cover page from the Company’s Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2021 has been formatted in Inline XBRL * The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q/A are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Spire Global, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q/A, irrespective of any general incorporation language contained in such filing. + Indicates management contract or compensatory plan. 89 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SPIRE GLOBAL, INC. Date: November 7, 2022 By: /s/ Peter Platzer Peter Platzer Chief Executive Officer (Principal Executive Officer) Date: November 7, 2022 By: /s/ Thomas Krywe Thomas Krywe Chief Financial Officer (Principal Financial and Accounting Officer) 90