Spire Global, Inc NT 10-Q, filed Nov 14, 2025
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: September 30, 2025 |
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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 September 30, 2025 (the “Quarterly Report”) within the prescribed time period without unreasonable effort and expense for the reasons described below.
As previously disclosed, the preparation and review of the Company’s condensed consolidated financial statements and related disclosures as of June 30, 2025 and for the three and six months ended June 30, 2025 was delayed, resulting in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 being submitted late to the Securities and Exchange Commission (the “SEC”) on November 3, 2025. Immediately thereafter, the previously disclosed resignation of PricewaterhouseCoopers LLP, the Company’s former independent registered public accounting firm, and the engagement of KPMG LLP (“KPMG”), the Company’s current independent registered public accounting firm, became effective.
Due to the delay in filing its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, which delayed the engagement of KPMG until November 3, 2025, the Company will be unable to file the Quarterly Report within the prescribed time period without unreasonable effort or expense, as the preparation and review of the Company’s condensed consolidated financial statements and related disclosures as of September 30, 2025 and for the three and nine months ended September 30, 2025 will require additional time to complete.
The Company is working diligently to complete and file its Quarterly Report but does not currently expect to be able to file 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 |
Alison Engel |
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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. As a result of the closing of the Company’s sale of its maritime business to Kpler Holding SA and entry into certain ancillary agreements on April 25, 2025 (the “Transactions”), the Company recognized a gain on sale of a business of $154.3 million during the nine months ended September 30, 2025, which resulted in the Company recognizing net income for the nine months ended September 30, 2025, as opposed to a net loss for the nine months ended September 30, 2024. The Company also repaid with a portion of the proceeds of the Transactions all obligations and all amounts borrowed, and all obligations terminated, under the financing agreement with Blue Torch Finance LLC, a Delaware limited liability company, as administrative agent and collateral agent, and certain lenders, and the loan agreement with the Strategic Innovation Fund, which collectively resulted in a loss on extinguishment of debt of $12.0 million during the nine months ended September 30, 2025. The Company also incurred significantly greater general and administrative expenses in the three and nine months ended September 30, 2025, as compared to the corresponding prior year periods, primarily as a result of higher third-party accounting, legal and other consulting services relating to the Transactions and the Company’s response to the previously disclosed subpoena issued by the SEC in July 2025. General and administrative expenses for the nine months ended September 30, 2025 also increased due to higher third-party accounting, legal and other consulting services relating to the previously disclosed restatement of the Company’s previously issued audited consolidated financial statements as of and for the fiscal years ended December 31, 2023 and December 31, 2022, unaudited condensed consolidated financial information as of the quarter ends and for the interim periods in the fiscal years ended December 31, 2023 and 2022, and unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2024. In addition, the Company’s revenue for the three and nine months ended September 30, 2025 is expected to be significantly lower than the three and nine months ended September 30, 2024, primarily as a result of the closing of the Transactions on April 25, 2025, as the Company received revenue from the divested maritime business for the entirety of the three and nine months ended September 30, 2024 but received no such revenue for the three months ended September 30, 2025 and received such revenue for only a portion of the nine months ended September 30, 2025. Cautionary Note Regarding Forward-Looking Statements This filing contains forward-looking statements, including statements about the preparation of the Company’s condensed consolidated financial statements as of September 30, 2025 and for the three and nine months ended September 30, 2025, the Company’s estimated financial results for the three and nine months ended September 30, 2025, the cause of the delay in preparing and filing the Quarterly Report, and the timing of filing the Quarterly Report, within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors which may cause the results of the Company to be materially different than those expressed or implied in such statements. Certain of these risk factors and others are included in documents the Company files with the SEC, including but not limited to, the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2024, as well as subsequent reports filed with the SEC. Other unknown or unpredictable factors also could have material adverse effects on the Company’s future results. The forward-looking statements included in this filing are made only as of the date hereof. The Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, the Company expressly disclaims |
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any intent or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Preliminary Financial Results This filing includes estimated financial results for the three and nine months ended September 30, 2025, which are preliminary, unaudited and represent the most recent current information available to Company management. The Company’s actual results may differ from these estimated financial results, including due to the completion of its financial closing procedures and final adjustments.
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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: November 14, 2025 |
By: |
/s/ Alison Engel |
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Alison Engel |
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Chief Financial Officer |