Spire Global Inc

This prospectus 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 our future 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,” “potential,” “seek” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

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our ability to meet our financial covenants in the future;

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the sufficiency of our working capital in the future;

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changes in our growth, strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, and plans;

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our ability to remedy identified material weaknesses;

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failure to complete the transactions contemplated by the Share Purchase Agreement, dated November 13, 2024, by and between the Company and Kpler Holding SA (the “Transactions”), would have a material adverse effect on us;

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uncertainties associated with the Transactions may result in our losing management and other key personnel, which could adversely affect our business and operations;

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there is no assurance that we will be able to realize the anticipated benefits from the Transactions;

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the ability to develop new offerings, services, solutions and features and bring them to market in a timely manner and make enhancements to our business;

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the quality and effectiveness of and advancements in our technology and our ability to accurately and effectively use data and engage in predictive analytics;

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overall level of customer demand for our products and services;

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expectations and timing related to product launches;

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expectations of achieving and maintaining profitability;

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projections of total addressable markets, market opportunity, and market share;

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our ability to acquire data sets, software, equipment, satellite components, and regulatory approvals from third parties;

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our expectations concerning relationships with third parties;

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our ability to acquire or develop products or technologies we believe could complement or expand our platform or to expand our products and services internationally;

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our ability to obtain and protect patents, trademarks, licenses and other intellectual property rights;

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our ability to utilize potential net operating loss carryforwards;

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developments and projections relating to our competitors and industries, such as the projected growth in demand for space-based data;

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our ability to acquire new customers and partners or obtain renewals, upgrades, or expansions from our existing customers;

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our ability to compete with existing and new competitors in existing and new markets and offerings;

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our ability to retain or recruit officers, key employees or directors;

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the planned repayment of our debt obligations;

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our business, expansion plans, and opportunities;

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our expectations regarding regulatory approvals and authorizations;

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the expectations regarding the effects of existing and developing laws and regulations, including with respect to regulations around satellites, intellectual property law, and privacy and data protection; and

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global and domestic economic conditions, including currency exchange rate fluctuations, inflation, rising interest rates and geopolitical uncertainty and instability, and their impact on demand and pricing for our offerings in affected markets.

We caution you that the foregoing list may not contain all of the forward-looking statements made or incorporated by reference in this prospectus.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained or incorporated by reference in this prospectus on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described in the section titled “Risk Factors” and elsewhere in this prospectus and our most recent Annual Report on Form 10-K, as well as any amendments thereto reflected in subsequent filings with the Securities and Exchange Commission (the “SEC”), and any other documents we file with the SEC from time to time. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained or incorporated by reference in this prospectus. We 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 we, the selling stockholders nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made or incorporated by reference in this prospectus relate only to expectations as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made or incorporated by reference in this prospectus to reflect events or circumstances after the date such statements are made or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date such statements are made, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.