Spire Global, Inc NT 10-Q, filed Aug 14, 2024
Spire Global, Inc. (SPIR)
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UNITED STATES |
SEC FILE NUMBER 001-39493 |
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CUSIP NUMBER 639358100 |
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |
¨ Form 10-K |
¨ Form 20-F |
¨ Form 11-K |
x Form 10-Q |
¨ Form 10-D |
¨ Form N-CEN |
¨ Form N-CSR |
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For Period Ended: June 30, 2024 |
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¨ Transition Report on Form 10-K |
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¨ Transition Report on Form 20-F |
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¨ Transition Report on Form 11-K |
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¨ Transition Report on Form 10-Q |
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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. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Spire Global, Inc. |
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Full Name of Registrant |
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Former Name if Applicable |
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8000 Towers Crescent Drive, Suite 1100 |
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Address of Principal Executive Office (Street and Number) |
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Vienna, Virginia 22182 |
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City, State and Zip Code |
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PART II - RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(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 |
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(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III – NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Spire Global, Inc. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the “Quarterly Report”) within the prescribed time period without unreasonable effort and expense. The Company is in the process of 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 re-evaluation relates to the potential existence of embedded leases of identifiable assets in the Contracts and the related recognition of revenue for pre-space mission activities. The Company is also considering any related internal control matters associated with the Contracts. Due to this ongoing review, 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. Depending upon the results of this review, the Company may be required to restate or revise its previously issued financial statements.
As a result of this ongoing review and the related delay in the preparation of the Company’s financial statements for such periods, the Company will be unable to deliver the quarterly financial information that is required to be provided to the lenders under the Company’s financing agreement (the “Financing Agreement”) with Blue Torch Finance LLC (“Blue Torch”), as administrative agent and collateral agent, and certain lenders, as of and for periods ended June 30, 2024, and potentially future periods, depending on when its review related to the Contracts is complete. Further, based on preliminary information, but subject to change as a result of the ongoing review described above, the Company believes that it may not be in compliance with the maximum debt to EBITDA leverage ratio financial covenant under the Financing Agreement as of June 30, 2024. The Company is in active dialog with Blue Torch regarding potential waivers and/or amendments to the Financing Agreement, which may include a fee payment or potential additional financial covenant requirements, in an effort to avoid the collateral agent exercising remedies available to it under the Financing Agreement. For the avoidance of doubt, there is no assurance that the lenders will agree to any waiver or amendment to the Financing Agreement on terms acceptable to the Company or at all.
While the Company’s review is ongoing, at the time of filing this report, the type of Contracts that the Company has identified for re-evaluation resulted in recognized revenue of approximately $10 to $15 million on an annual basis. Depending on the results of the review, additional financial measures such as gross profit could also be impacted. However, the Company believes that the re-evaluation of its revenue recognition for these Contracts will not impact the Company’s statements of cash flows for any period.
The Company does not currently expect to be able to file the Quarterly Report within the extension period of five calendar days permitted under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.
PART IV – OTHER INFORMATION
(1) |
Name and telephone number of person to contact in regard to this notification |
Leonardo Basola |
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301-5127 |
(Name) |
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(Area Code) |
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(Telephone Number) |
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(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 |
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(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.
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 |
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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.
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Spire Global, Inc. |
(Name of Registrant as Specified in Charter) |
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 14, 2024 |
By: |
/s/ Leonardo Basola |
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Leonardo Basola |
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Chief Financial Officer |