Spire Global Enters Material Definitive Agreement

TL;DR

Spire Global signed a big deal, details to come.

AI Summary

Spire Global, Inc. announced on November 11, 2024, that it entered into a Material Definitive Agreement. The filing also includes Regulation FD Disclosure and other events, with financial statements and exhibits provided. The company was formerly known as NavSight Holdings, Inc. before changing its name on June 24, 2020.

Why It Matters

This filing indicates a significant new agreement for Spire Global, which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which suggests a significant business event that could carry inherent risks and opportunities.

Key Players & Entities

• Spire Global, Inc. (company) — Registrant
• NavSight Holdings, Inc. (company) — Former Company Name
• November 11, 2024 (date) — Date of earliest event reported
• June 24, 2020 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — ed Class A common stock, par value of $0.0001 per share SPIR The New York Stock E
• $233.5 m — yment based upon an enterprise value of $233.5 million, subject to customary adjustments

Filing Documents

• spir-20241111.htm (8-K) — 71KB
• spir-ex2_1.htm (EX-2.1) — 894KB
• spir-ex99_1.htm (EX-99.1) — 31KB
• 0000950170-24-126293.txt ( ) — 1255KB
• spir-20241111.xsd (EX-101.SCH) — 31KB
• spir-20241111_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On November 13, 2024, Spire Global, Inc., a Delaware corporation (the " Company "), entered into a Share Purchase Agreement (the " Purchase Agreement ") with Kpler Holding SA, a Belgian corporation (" Buyer "), pursuant to which the Company has agreed to sell its maritime business (the " Maritime Business ") to Buyer. Among other things, the Purchase Agreement contemplates that the Company will complete a pre-closing reorganization to segregate the Maritime Business into certain existing and to-be-formed entities, which will then be conveyed to the Buyer or its designated affiliates (collectively, the " Buyers "), subject to the terms and conditions set forth in the Purchase Agreement. The transactions contemplated by the Purchase Agreement are referred to below as the " Transactions ." The Maritime Business includes, among other things, contracts with customers of the Company's maritime AIS data tracking service (other than customers associated with the U.S. federal government), certain related supply agreements, personnel supporting the business, and the equity of exactEarth Ltd. It does not include any part of the Company's satellite network or operations, which will be retained following the Transactions. The Purchase Agreement provides for the parties to enter into a data supply agreement pursuant to which Buyer will provide certain data to the Company's affiliate following the closing. The purchase price to be paid by Buyer to the Company at the closing of the Transactions is a cash payment based upon an enterprise value of $233.5 million, subject to customary adjustments. The Purchase Agreement contains customary representations, warranties and covenants made by the parties. The Purchase Agreement also provides for indemnification with respect to the matters specified in the Purchase Agreement. The closing of the Transactions is subject to the satisfaction or waiver of certain closing conditions

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On November 13, 2024, the Company issued a press release announcing the Transactions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing. The Company announces material information to the public about the Company, its products and services and other matters through a variety of means, including filings with the Securities and Exchange Commission (the "SEC"), press releases, public conference calls, webcasts, the investor relations section of its website (www.ir.spire.com), its Twitter account (@SpireGlobal), and its LinkedIn page in order to achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation FD. Item8.01. Other Events. As previously disclosed, the Company has not delivered the quarterly financial information as of and for the periods ended June 30, 2024 that is required to be provided to the lenders by October 31, 2024 in order for certain events of default related to the failure to deliver such quarterly financial information and the leverage ratio being greater than required as of June 30, 2024 to be waived (the "Specified Events of Default") under the Company's financing agreement, as amended (the "Financing Agreement"), with Blue Torch Finance LLC ("Blue Torch"), as administrative agent and collateral agent, and certain lenders. On November 11, 202

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. Statements about the Transactions, including with respect to whether or when any of conditions to the Transactions will be satisfied, whether and when the Transactions may occur, the potential consequences of the Transactions, and the potential future relationships contemplated by the Purchase Agreement, are forward-looking statements. 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, (1) risks related to the consummation of the Transactions, including the risks that (a) the proposed transaction may not be consummated within the anticipated time period, or at all, (b) required regulatory clearances and approvals may not be obtained, (c) other conditions to the consummation of the Transactions may not be satisfied, and (d) all or part of Buyer's financing may not become available; (2) the effects that any termination of the Purchase Agreement may have on the Company or its business, including the risks that the Company stock price may decline sign

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibits Description 2.1 Share Purchase Agreement, dated November 13, 2024, between Kpler Holding SA and Spire Global, Inc . 99.1 News release of Spire Global, Inc., dated November 13, 2024 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: November 13, 2024 By: /s/ Peter Platzer Name: Title: Peter Platzer Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR