SPIR Spire Global Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SEC FILE NUMBER

001-39493

CUSIP NUMBER

639358100

(Check One):

¨  Form 10-K

¨  Form 20-F

¨  Form 11-K

x Form 10-Q

¨  Form 10-D

¨  Form N-CEN

¨  Form N-CSR

For Period Ended: June 30, 2024

¨ Transition Report on Form 10-K

¨ Transition Report on Form 20-F

¨ Transition Report on Form 11-K

¨ Transition Report on Form 10-Q

For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Spire Global, Inc.

Full Name of Registrant

Former Name if Applicable

8000 Towers Crescent Drive, Suite 1100

Address of Principal Executive Office (Street and Number)

Vienna, Virginia 22182

City, State and Zip Code

(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

¨

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

(1)

Name and telephone number of person to contact in regard to this notification

Leonardo Basola

202

301-5127

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

x Yes ¨ No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

x Yes ¨ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Because its review of the Contracts and analysis of the applicable accounting guidance is ongoing, the Company is not currently in a position to provide a reasonable estimate of any anticipated changes in its results of operations for the three and six months ended June 30, 2024, compared to its results of operations for the three and six months ended June 30, 2023, respectively.

Cautionary Note Regarding Forward-Looking Statements

This filing 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 filing 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, and the related assessment of the Company’s internal control over financial reporting; the cause of the delay in preparing and filing the Quarterly Report; the timing of filing the Quarterly Report; the potential scope and impact of the issues discussed above, which are estimates as of the date hereof; the Company’s compliance with the covenants in the Financing Agreement; and the ongoing discussions between the Company and Blue Torch regarding the Financing Agreement, including the possibility of obtaining waivers and amendments to the Financing Agreement and the terms of any such waivers or amendments.

The Company cautions you that the foregoing list may not contain all of the forward-looking statements made in this filing. 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 financial reporting and related disclosure controls and procedures, whether a restatement of financial results will be required for the issues discussed in this filing or other accounting issues, the results of the Company’s discussions with Blue Torch regarding the Financing Agreement, including the timing and terms of any waivers or amendments, and adverse effects on the Company related to the disclosures made in this filing. For other risk factors affecting the Company, see “Risk Factors” in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this filing. The Company cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

Neither the Company nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this filing relate only to expectations as of the date on which the statements are made. The Company undertakes no obligation to update any forward-looking statements made in this filing to reflect events or circumstances after the date of this filing or to reflect new information or the occurrence of unanticipated events, except as required by law. The Company

may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the forward-looking statements.

Spire Global, Inc.

(Name of Registrant as Specified in Charter)

Date: August 14, 2024

By:

/s/ Leonardo Basola

Leonardo Basola

Chief Financial Officer