Spire Global Inc

The shares of Class A common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the applicable selling stockholder upon exercise of the pre-funded warrants.

On March 12, 2025, we entered into a securities purchase agreement (the “2025 Purchase Agreement”) with the purchasers named therein, for the private placement (the “2025 Private Placement”) of (i) 4,843,750 shares of our Class A common stock at a purchase price of $8.00 per share, and (ii) pre-funded warrants to purchase 156,250 shares of Class A common stock, at a purchase price of $7.9999 per pre-funded warrant. The pre-funded warrants have an exercise price of $0.0001 per share of Class A common stock, are exercisable immediately, and will terminate when exercised in full. The aggregate gross proceeds for the 2025 Private Placement were $40.0 million, before deducting offering expenses, and the 2025 Private Placement closed on March 14, 2025.

We are registering the shares of Class A common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of Class A common stock and the pre-funded warrants, the selling stockholders have not had any material relationship with us within the past three years.

The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of Class A common stock by each of the selling stockholders. The second column lists the number of shares of Class A common stock beneficially owned by each selling stockholder, based on its ownership of the shares of Class A common stock and pre-funded warrants, as of March 18, 2025, assuming exercise of the pre-funded warrants held by the applicable selling stockholder on that date, without regard to any limitations on exercises.

The third column lists the shares of Class A common stock being offered by this prospectus by the selling stockholders.

In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of Class A common stock issued to the selling stockholders in the 2025 Private Placement described above and (ii) the number of shares of Class A common stock issuable upon exercise of the pre-funded warrants, determined as if the outstanding pre-funded warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration rights agreement. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus.

The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

(1)

Thomas Scalia is the General Partner of Manatuck Hill Navigator Master Fund, LP, Manatuck Hill Scout Fund, LP, and Manatuck Hill Mariner Master Fund, LP. The business address of these funds is c/o Manatuck Hill Partners, LLC, 1465 Post Rd East, Westport, CT 06880.

(2)

Carl Wiese is the Manager of GROW Small Cap Equity Long Short L.P. The business address of GROW Small Cap Equity Long Short L.P. is 4275 Executive Square, Suite 335, La Jolla, CA 92037.

(3)

Michael W. Sonnenfeldt is the Executive Manager of MWS T21 Family LLC. The business address of MWS T21 Family LLC is 1995 Broadway, 17 th Floor, New York, NY 10023.

(4)

Laurence Lytton is the Managing Partner of Alice W. Lytton Family LLC. The business address of Alice W. Lytton Family LLC is 467 Central Park West, New York, NY 10025.

(5)

Laurence Lytton is the President of the Lytton-Kambara Foundation. The business address of Lytton-Kambara Foundation is 467 Central Park West, New York, NY 10025.

(6)

Alyeska Investment Group, L.P., the investment manager of Alyeska Master Fund, L.P., has voting and investment control of the shares held by the Alyeska Master Fund, L.P. Anand Parekh is the Chief Executive Officer of Alyeska Investment Group, L.P. and may be deemed to be the beneficial owner of such shares. Mr. Parekh, however, disclaims any beneficial ownership of the shares held by the selling stockholder. The registered address of Alyeska Master Fund, L.P. is at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street George Town, Grand Cayman, KY1-1104, Cayman Islands. Alyeska Investment Group, L.P. is located at 77 W. Wacker, Suite 700, Chicago IL 60601.

(7)

The business address of the selling stockholder is c/o Ayrton Capital LLC, 55 Post Rd West, 2 nd Floor, Westport, CT 06880. Ayrton Capital LLC, the investment manager to Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, has discretionary authority to vote and dispose of the shares held by Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B and may be deemed to be the beneficial owner of these shares. Waqas Khatri, in his capacity as Managing Member of Ayrton Capital LLC, may also be deemed to have investment discretion and voting power over the shares held by Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B. Ayrton Capital LLC and Mr. Khatri each disclaim any beneficial ownership of these shares.

(8)

Denise Kellen is the Trustee of the Michael M. Kellen Descendants 2012 GST Trust. The business address of the Michael M. Kellen Descendants 2012 GST Trust is c/o Bleichroeder, 1345 Ave of Americas, 47 th Floor, New York, NY 10105-4700.

(9)

Anil Shrivastava is the Managing Partner of 325 Capital LLC, which serves as the investment manager to 325 Capital Master Fund LP and to separately managed accounts Gothic Corp 649429, Gothic ERP 649947, Gothic HSP 649359 and Gothic JBD 650324. The business address of 325 Capital LLC is 757 Third Avenue, 20th Floor, New York, NY 10017.

(10)

Peter Jenkin is the Investment Manager of Herald Investment Management Limited, which serves as the investment manager to Herald Investment Trust Plc. The business address of Herald Investment Trust Plc is 10-11 Charterhouse Square, London, EC1 M 6EE, United Kingdom.