Exhibit 99.1
Spire Global, Inc. Announces Commencement of Exchange Offer and Consent Solicitation Relating to Warrants
Vienna, VA (November 16, 2022) Spire Global, Inc. (NYSE: SPIR) (Spire or the Company), a leading provider of
space-based data, analytics and space services, today announced that it has commenced an exchange offer (the Offer) and consent solicitation (the Consent Solicitation) relating to its outstanding (i) publicly traded
warrants (the Public Warrants) to purchase shares of Class A Common Stock of the Company, par value $0.0001 per share (the Class A Common Stock), which warrants trade on the New York Stock Exchange under the symbol
SPIR.WS, and (ii) private warrants to purchase shares of Class A Common Stock (the Private Warrants and, together with the Public Warrants, the Warrants). The purpose of the Offer and Consent
Solicitation is to simplify the Companys capital structure and reduce the potential dilutive impact of the Warrants, thereby providing the Company with more flexibility for financing its operations in the future.
Exchange Offer and Consent Solicitation Relating to Warrants
The Company is offering to all holders of the Warrants the opportunity to receive 0.2 shares of Class A Common Stock in exchange for each outstanding
Warrant tendered by the holder and exchanged pursuant to the Offer. Pursuant to the Offer, the Company is offering up to an aggregate of 3,619,996 shares of its Class A Common Stock in exchange for the Warrants.
Concurrently with the Offer, the Company is also soliciting consents from holders of the Public Warrants to amend the warrant agreement that governs all of
the Warrants (the Warrant Agreement) to permit the Company to require that each Warrant that is outstanding upon the closing of the Offer be exchanged for 0.18 shares of Class A Common Stock, which is a ratio 10% less than the
exchange ratio applicable to the Offer (such amendment, the Warrant Amendment). Pursuant to the terms of the Warrant Agreement, the consent of holders of at least 65% of the then outstanding Public Warrants is required to approve the
Warrant Amendment. Parties representing approximately 21% of the outstanding Public Warrants and 100% of the outstanding Private Warrants have agreed to tender their Public Warrants and Private Warrants (as applicable) in the Offer and to consent to
the Warrant Amendment in the Consent Solicitation, pursuant to a tender and support agreement. Accordingly, if holders of an additional approximately 44% of the outstanding Public Warrants consent to the Warrant Amendment in the Consent
Solicitation, and the other conditions of the Offer are satisfied or waived, then the Warrant Amendment will be adopted. The offering period will continue until 11:59 p.m., Eastern Time, on December 14, 2022, or such later time and date to
which the Company may extend (the Expiration Date), as described in the Companys Schedule TO and Prospectus/Offer to Exchange (each as defined below). Tendered Warrants may be withdrawn by holders at any time prior to the
Expiration Date.
The Offer and Consent Solicitation are being made pursuant to a prospectus/offer to exchange, dated November 16, 2022 (the
Prospectus/Offer to Exchange), and Schedule TO, dated November 16, 2022 (the Schedule TO), each of which have been filed with the U.S. Securities and Exchange Commission (the SEC) and more fully set forth the
terms and conditions of the Offer and Consent Solicitation.
The Companys Class A Common Stock and Public Warrants are listed on the New York
Stock Exchange under the symbols SPIR and SPIR.WS, respectively. As of November 14, 2022, there were (i) 140,011,711 shares of Class A Common Stock outstanding, (ii) 12,058,614 shares of the Companys
Class B Common Stock, par value of $0.0001 per share (the Class B Common Stock), outstanding and (iii) a total of 18,099,982 Warrants outstanding, including 11,499,982 Public Warrants and 6,600,000 Private Warrants.
Assuming all Warrant holders tender their Warrants for exchange in the Offer, the Company would expect to issue up to 3,619,996 shares of Class A Common Stock, resulting