Filed Pursuant to Rule 424(b)(3)
Registration No. 333-259733
PROSPECTUS SUPPLEMENT NO. 12
(to Prospectus dated April 7, 2022)
SPIRE GLOBAL, INC.
61,883,713 Shares of Class A Common Stock
6,600,000 Warrants to Purchase Class A Common
Stock
18,099,992 Shares of Class A Common Stock Underlying
Warrants
This prospectus supplement amends and supplements the prospectus dated
April 7, 2022 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement
on Form S-1 (No. 333-259733).
This prospectus supplement is being filed to update and supplement
the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange
Commission on August 11, 2022 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus
supplement.
This prospectus supplement updates and supplements the information
in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including
any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any
inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus
supplement.
Our Class A common stock is traded on NYSE under the symbol “SPIR.”
Our public warrants are traded on the NYSE under the symbol “SPIR.WS” and, after resale, our private placement warrants will
also trade under the same ticker symbol as the public warrants. On August 10, 2022, the last quoted sale price for our Class A common
stock as reported on NYSE was $1.53 and the last reported sale price of our public warrants was $0.16.
We are an “emerging growth company,” as defined under
the federal securities laws, and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.
Investing in our securities involves a high degree of risk. Before
buying any securities, you should carefully read the discussion of the risks of investing in our securities in the section titled “Risk
Factors” beginning on page 10 of the Prospectus and in our other documents subsequently filed with the SEC.
You should rely only on the information contained in the Prospectus
and this prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information.
Neither the Securities Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if the Prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
The date of this prospectus supplement is August
11, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 5, 2022 |
SPIRE GLOBAL, INC.
(Exact name of registrant as specified in its
charter)
Delaware |
001-39493 |
85-1276957 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
|
|
8000 Towers Crescent Drive
Suite 1100 |
|
Vienna, Virginia |
|
22182 |
(Address of principal executive offices) |
|
(Zip code) |
(202) 301-5127
(Registrant’s telephone number,
including area code) |
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which registered |
Class A common stock, par value $0.0001 per share |
|
SPIR |
|
The New York Stock Exchange |
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
|
SPIR.WS |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
On August 5, 2022, the board of directors (the “Board”)
of Spire Global, Inc., a Delaware corporation (the “Company”) appointed Joan Amble to the Board as a Class I director,
effective as of August 11, 2022. Ms. Amble was also appointed as a member of the Audit Committee.
Ms. Amble will participate in the Company’s Outside Director
Compensation Policy, as described in the Company’s most recent proxy statement, filed with the Securities and Exchange Commission
on April 22, 2022. In addition, Ms. Amble will execute the Company’s standard form of indemnification agreement.
Ms. Amble has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as
amended, nor are any such transactions currently proposed. There are no arrangements or understandings between Ms. Amble and any
other persons pursuant to which Ms. Amble was appointed to the Board.
Item 7.01. Financial Statements and Exhibits.
On August 11, 2022, the Company issued a press release announcing the
appointment of Ms. Amble to the Board as described herein. A copy of the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
|
|
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SPIRE GLOBAL, INC. |
|
|
|
|
Date: August 11, 2022 |
By: |
/s/ Peter Platzer |
|
|
Name:
Title: |
Peter Platzer
Chief Executive Officer |
Exhibit 99.1
JOAN AMBLE
JOINS BOARD OF DIRECTORS OF SPIRE GLOBAL, INC.
Experienced
Corporate Leader to Bolster Audit and Governance Experience on the Company’s Board
VIENNA, VA - (BUSINESS WIRE)--
Spire Global, Inc. (NYSE: SPIR) (“Spire” or “the Company”), a leading global
provider of space-based data, analytics, and space services today announced that it has appointed Joan Amble to the Company’s
board of directors. In her role, Ms. Amble will work with Spire’s leadership team to implement best practices as the business continues
to quickly scale.
“Joan embodies the very relentless, unbounded, and collaborative
spirit that we value at Spire. Her valuable perspective from what has been a tremendous career in finance will be immensely impactful
as we continue to scale the business and strive towards being the best we can be,” said Peter Platzer, CEO of Spire. “Joan’s
commitment to women in business and mentoring the next generation is inspiring and having her counsel will only further strengthen Spire’s
position as a company that cultivates top talent. I am pleased to welcome her to our board of directors.”
Ms. Amble has had a storied career in finance, most recently serving
as Executive Vice President, Finance, and Comptroller for American Express. Prior to holding senior leadership positions at American Express,
Ms. Amble spent more than a decade at General Electric, most recently serving as Chief Operating Officer and Chief Financial Officer for
GE Capital Markets, overseeing securitizations, debt placement, and syndication, as well as structured equity transactions. She has extensive
experience in corporate governance, having served on the Board of Directors of Broadcomm Corp, Brown-Forman, Sirius XM Holdings Inc.,
and as an independent Advisor to the Executive Committee of the U.S. affiliate of Société Générale S.A. Ms.
Amble currently serves on the Board of Directors of Zurich Insurance Group AG, BuzzFeed and Booz Allen Hamilton Inc. She is currently
the president of JCA Consulting, LLC.
“Spire is a company operating in the most future-oriented industry
there is - space, bringing data solutions to market with broad applications across sectors, public and commercial. What is particularly
exciting to me is the fact that these solutions are addressing needs that aren’t nearly fully understood or appreciated yet,”
said Ms. Amble. “Spire has just begun scratching the surface of what is possible when utilizing its unique vantage point, and I
look forward to working closely with the management team as the company continues to grow and increase adoption of its solutions, globally.”
About Spire Global, Inc.
Spire (NYSE: SPIR) is a leading
global provider of space-based data, analytics and space services, offering access to unique datasets and powerful insights about Earth
from the ultimate vantage point so that organizations can make decisions with confidence, accuracy, and speed. Spire uses one of the
world’s largest multi-purpose satellite constellations to source hard to acquire, valuable data and enriches it with predictive
solutions. Spire then provides this data as a subscription to organizations around the world so they can improve business operations,
decrease their environmental footprint, deploy resources for growth and competitive advantage, and mitigate risk. Spire gives commercial
and government organizations the competitive advantage they seek to innovate and solve some of the world’s toughest problems with
insights from space. Spire has offices in San Francisco, Boulder, Washington DC, Ontario, Glasgow, Oxfordshire, Luxembourg, and Singapore.
To learn more, visit www.spire.com.
Safe Harbor
Statement
The forward-looking statements included in this press
release, including the quotations of Spire’s Chief Executive Officer and newly appointed director regarding Spire’s global
growth and expansion, reflect Spire’s best judgment based on factors currently known and involve risks and uncertainties. These
risks and uncertainties include, but are not limited to, potential disruption of customer purchase decisions resulting from global economic
conditions including from an economic downturn or recession in the United States or in other countries around the world, relative growth
of its ARR and revenue, the failure of the Spire and exactEarth businesses (including personnel) to be integrated successfully, the risk
that revenue or the expansion of Spire’s customer base, ARR, product offerings and solutions will not be realized or realized to
the extent anticipated, the ability to maintain the listing of Spire’s securities on the New York Stock Exchange, the ability to
address the market opportunity for Space-as-a-Service; the ability to implement business plans, forecasts, and other expectations, and
identify and realize additional opportunities, the risk of downturns, new entrants and a changing regulatory landscape in the highly competitive
space data analytics industries, developments in and the duration of the COVID-19 pandemic and the resulting impact on Spire’s business
and operations, and the business of its customers and partners, including the economic impact of safety measures to mitigate the impacts
of COVID-19, Spire’s potential inability to manage effectively any growth it experiences, Spire’s ability or inability to
develop new products and services, and other risks detailed in periodic reports Spire has filed with the Securities and Exchange Commission,
including Spire’s Quarterly Report on Form 10-Q, which was filed with the SEC on August 10, 2022. Significant variation from the
assumptions underlying Spire’s forward-looking statements could cause its actual results to vary, and the impact could be significant.
All forward-looking statements in this press release are based on information available to Spire as of the date hereof. Spire undertakes
no obligation, and does not intend, to update the information contained in this press release, except as required by law.
Contacts:
Media:
Hillary Yaffe
hillary.yaffe@spire.com
Investors:
Benjamin Hackman
benjamin.hackman@spire.com
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