Spire Global, Inc SC TO-I/A, filed Dec 15, 2022
Spire Global, Inc. (SPIR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
SPIRE GLOBAL, INC.
(Name of Subject Company and Filing Person (Issuer))
| Warrants to Acquire Shares of Class A Common Stock |
848560116 | |
| (Title of Class of Securities) | (CUSIP Number of Class of Securities) |
Peter Platzer
Chief Executive Officer
Spire Global, Inc.
8000 Towers Crescent Drive
Suite 1100
Vienna, Virginia 22182
(202) 301-5127
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies of communications to:
Jonathan Zimmerman
Elizabeth A. Diffley
Faegre Drinker Biddle & Reath LLP
2200 Wells Fargo Center 90 S. Seventh Street
Minneapolis, Minnesota 55402
Telephone: (612) 766-7000
Facsimile: (612) 766-1600
| ☐ | Check the box if the filing relates solely to preliminary communications before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO originally filed by Spire Global, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on November 16, 2022 (as amended, the “Schedule TO”). The Schedule TO was filed pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the Company’s offer to holders of the Company’s Public Warrants and Private Warrants (as defined in the Schedule TO and, collectively, the “Warrants”) to receive 0.2 shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) in exchange for each outstanding Warrant tendered by the holder and exchanged pursuant to the offer (the “Offer”). The Offer was made upon and subject to the terms and conditions set forth in the Prospectus/Offer to Exchange, dated December 7, 2022 (the “Prospectus/Offer to Exchange”), a copy of which is filed hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal and Consent, a copy of which was filed as Exhibit (a)(1)(B) to the Schedule TO.
Concurrently with the Offer, the Company solicited consents (the “Consent Solicitation”) from holders of the Public Warrants to amend the warrant agreement, dated as of September 9, 2020 (the “Warrant Agreement”), by and between the Company and American Stock Transfer & Trust Company, as warrant agent, to permit the Company to require that each Warrant that is outstanding upon the closing of the Offer be converted into 0.18 shares of Class A Common Stock, which is a ratio 10% less than the exchange ratio applicable to the Offer (the “Warrant Amendment”). Pursuant to the terms of the Warrant Agreement, the vote or written consent of holders of at least 65% of the outstanding Public Warrants are required to approve the Warrant Amendment.
This Amendment No.2 is being filed to amend and supplement the Schedule TO to (i) update Item 11 of the Schedule TO to report the final results of the Offer and Consent Solicitation and (ii) update Item 12 of the Schedule TO to include a press release issued by the Company on December 15, 2022, announcing the results of the Offer and Consent Solicitation.
Only those items amended are reported in this Amendment No. 2. Except as specifically provided herein, the information contained in the Schedule TO, the Prospectus/Offer to Exchange and the Letter of Transmittal and Consent remains unchanged, and this Amendment No. 2 does not modify any of the other information previously reported on the Schedule TO or in the Prospectus/Offer to Exchange or the Letter of Transmittal and Consent. You should read this Amendment No. 2 together with the Schedule TO, the Prospectus/Offer to Exchange and the Letter of Transmittal and Consent.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding at the end thereof the following text: The Offer and Consent Solicitation expired at 11:59 p.m., Eastern Time, on December 14, 2022. The Company has been advised that 10,020,581 Public Warrants (including 244,331 Public Warrants tendered through guaranteed delivery), or approximately 87% of the outstanding Public Warrants, and 6,600,000 Private Warrants, or 100% of the outstanding Private Placement Warrants, were validly tendered and not validly withdrawn prior to the expiration of the Offer and Consent Solicitation. The Company expects to accept all validly tendered Warrants for exchange and settlement on or before December 19, 2022. In addition, pursuant to the Consent Solicitation, the Company received the approval of holders of approximately 87% of the outstanding Public Warrants to amend the Warrant Agreement, which exceeds the 65% of the outstanding Public Warrants required to effect the Warrant Amendment. The Company expects to execute the Warrant Amendment concurrently with the settlement of the Offer.
On December 15, 2022, the Company issued a press release announcing the final results of the Offer and Consent Solicitation as set forth above. A copy of the press release is attached hereto as Exhibit (a)(5)(c) and is incorporated herein by reference.
| Item 12. |
Exhibits. |
(a) Exhibits.
| (b) |
Filing Fee Exhibit. |
Filing Fee Table.*
| * | Previously filed |
| Item 13. |
Information Required By Schedule 13E-3. |
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
| SPIRE GLOBAL, INC. | ||
| By: | /s/ Peter Platzer | |
| Name: | Peter Platzer | |
| Title: | Chief Executive Officer and Director | |
Dated: December 15, 2022