Spire Global Restates Financials Due to Equity Award Accounting

TL;DR

Spire Global is restating past financials due to accounting errors on equity awards. Big mess.

AI Summary

Spire Global, Inc. announced on August 21, 2024, that it will not rely on previously issued financial statements for the periods ending December 31, 2023, and March 31, 2024, and the related audit report and interim review. This is due to a material weakness in internal control over financial reporting related to the accounting for certain equity awards. The company is working to remediate this issue.

Why It Matters

This restatement indicates potential issues with Spire Global's financial reporting accuracy, which could impact investor confidence and lead to further scrutiny.

Risk Assessment

Risk Level: medium — The non-reliance on previously issued financial statements and the identification of a material weakness in internal controls suggest potential financial reporting inaccuracies that could affect the company's valuation and investor trust.

Key Players & Entities

• Spire Global, Inc. (company) — Registrant
• December 31, 2023 (date) — Period affected by restatement
• March 31, 2024 (date) — Period affected by restatement
• NavSight Holdings, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ed Class A common stock, par value of $0.0001 per share SPIR The New York Stock E
• $10 — nized revenue currently estimated to be $10 to $15 million on an annual basis. Depe
• $15 million — evenue currently estimated to be $10 to $15 million on an annual basis. Depending on the re

Filing Documents

• spir-20240821.htm (8-K) — 58KB
• 0000950170-24-101007.txt ( ) — 204KB
• spir-20240821.xsd (EX-101.SCH) — 47KB
• spir-20240821_htm.xml (XML) — 5KB

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition. The information included in Item 4.02 of this Form 8-K regarding the completed fiscal periods noted below is incorporated by reference in this Item 2.02 to the extent applicable.

01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 21, 2024, Spire Global, Inc. (the "Company") received written notice from the New York Stock Exchange (the "NYSE") that the Company is not in compliance with the NYSE's continued listing standards as set forth in Section 802.01E of the NYSE Listed Company Manual due to the Company's failure to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the "Q2 2024 Form 10-Q") with the Securities and Exchange Commission (the "SEC") prior to August 19, 2024, the end of the extension period provided by Rule 12b-25 under the Securities Exchange Act of 1934, as amended. Under the NYSE's rules, the Company can regain compliance with this NYSE listing standard by filing the Q2 2024 Form 10-Q with the SEC before February 19, 2025. In accordance with the NYSE notice, the Company has contacted the NYSE to discuss the status of its Q2 2024 Form 10-Q filing. Additional information regarding the status of the Company's Q2 2024 Form 10-Q filing is provided below under Item 4.02. On August 27, 2024, the Company issued a press release with respect to the receipt of the notice of noncompliance from the NYSE.

02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. As previously disclosed in the Company's Form 12b-25 filed with the SEC on August 14, 2024, the Company has been reviewing its accounting practices and procedures with respect to revenue recognition related to certain contracts in its "Space as a Service" business (the "Contracts") under applicable accounting standards and guidance. The Company has retained technical accounting experts to help examine and make recommendations regarding the potential existence of embedded leases of identifiable assets in the Contracts and the recognition of revenue and related costs for pre-space mission activities under such Contracts. The Company is reviewing the potential existence of embedded leases of identifiable assets in the Contracts at this time. Separately from this ongoing review, the Company has determined that its accounting for these Contracts, including primarily revenue and cost recognition timing for pre-space mission activities, was incorrect and that certain previously issued financial statements need to be restated to remove certain previously recorded pre-space mission activity revenue from the period in which pre-space mission activities were performed under the Contracts, and instead, record that revenue over the period in which data is delivered. As a result of this determination and the ongoing review of the item disclosed above, the preparation of the Company's condensed consolidated financial statements as of June 30, 2024 and for the three and six months ended June 30, 2024, will require additional time to complete. In connection with this evaluation, on August 23, 2024, the audit committee of the board of directors of the Company, after discussion with the Company's management and with PricewaterhouseCoopers LLP ("PwC"), concluded that the following should no longer be relied upon: (a) the Company's previously issued unaudited con

Forward Looking Statements

Forward Looking Statements This report contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the Company's anticipated financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "should," "expect," "plan," "anticipate," "could," "would," "intend," "target," "project," "contemplate," "believe," "estimate," "predict," "project," "potential," "seek" or "continue" or the negative of these words or other similar terms or expressions that concern the Company's expectations, strategy, plans or intentions. Forward-looking statements contained in this report include, but are not limited to, statements about the preparation of the Company's condensed consolidated financial statements as of June 30, 2024 and for the three and six months ended June 30, 2024; the annual and interim periods affected by the matters discussed above and subject to restatement; the assessment of the Company's internal control over financial reporting; the cause of the delay in preparing and filing the Q2 2024 Form 10-Q; the timing of filing the Amended Filings and the Q2 2024 Form 10-Q; and the potential scope and impact of the issues discussed above, which are estimates as of the date hereof. The Company cautions you that the foregoing list may not contain all of the forward-looking statements made in this report. You should not rely upon forward-looking statements as predictions of future events. Factors that may cause future results to differ materially from the Company's current expectations include, among other things, the timing and nature of the resolution of the issues discussed in this filing, any further delay in the filing of required periodic reports, the timing and results of the Company's review of the effectiveness of internal control over f

SIGNATURES

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 hereunto duly authorized. SPIRE GLOBAL, INC. Date: August 27, 2024 By: /s/ Peter Platzer Name: Title: Peter Platzer Chief Executive Officer

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