Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 29, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2022 | |
Document Quarterly Report | true | |
Amendment Flag | false | |
Entity Registrant Name | SPIRE GLOBAL, INC. | |
Entity Central Index Key | 0001816017 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Document Fiscal Period Focus | Q2 | |
Entity File Number | 001-39493 | |
Entity Tax Identification Number | 85-1276957 | |
Entity Address, Address Line One | 8000 Towers Crescent Drive | |
Entity Address, Address Line Two | Suite 1100 | |
Entity Address, City or Town | Vienna | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22182 | |
City Area Code | 202 | |
Local Phone Number | 301-5127 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity Ex Transition Period | false | |
Document Transition Report | false | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | SPIR | |
Entity Common Stock, Shares Outstanding | 139,894,946 | |
Title of 12(b) Security | Class A common stock, par value of $0.0001 per share | |
Security Exchange Name | NYSE | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,058,614 | |
Warrant [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | SPIR.WS | |
Entity Common Stock, Shares Outstanding | 18,099,982 | |
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 72,531 | $ 109,256 |
Marketable securities | 20,556 | 0 |
Accounts receivable, net (including allowance of $497 and $339 as of June 30, 2022 and December 31, 2021, respectively) | 16,417 | 10,163 |
Contract assets | 4,402 | 2,084 |
Other current assets | 6,465 | 10,071 |
Total current assets | 120,371 | 131,574 |
Property and equipment, net | 55,073 | 48,704 |
Operating lease assets | 10,072 | 0 |
Goodwill | 52,538 | 53,627 |
Customer relationships | 22,833 | 24,388 |
Other intangible assets | 16,920 | 19,765 |
Other long-term assets, including restricted cash | 11,114 | 12,136 |
Total assets | 288,921 | 290,194 |
Current liabilities | ||
Accounts payable | 4,380 | 5,824 |
Accrued wages and benefits | 3,766 | 5,646 |
Contract liabilities, current portion | 12,080 | 8,627 |
Other accrued expenses | 8,301 | 4,823 |
Total current liabilities | 28,527 | 24,920 |
Long-term debt | 96,921 | 51,124 |
Contingent earnout liability | 10,672 | 11,369 |
Deferred income tax liabilities | 757 | 835 |
Warrant liability | 5,328 | 11,482 |
Operating lease liabilities, net of current portion | 9,444 | 0 |
Other long-term liabilities | 1,148 | 1,600 |
Total liabilities | 152,797 | 101,330 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Common stock, $0.0001 par value, 1,000,000,000 Class A and 15,000,000 Class B shares authorized, 139,871,381 Class A and 12,058,614 Class B shares issued and outstanding at June 30, 2022; 139,096,000 Class A and 12,058,614 Class B shares issued and outstanding at December 31, 2021 | 15 | 15 |
Additional paid-in capital | 424,884 | 418,575 |
Accumulated other comprehensive income | 296 | 732 |
Accumulated deficit | (289,071) | (230,458) |
Total stockholders' equity | 136,124 | 188,864 |
Total liabilities and stockholders’ equity (deficit) | $ 288,921 | $ 290,194 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accounts Receivable, Allowance for Credit Loss, Current | $ 497 | $ 339 |
Common stock per share | $ 0.0001 | $ 0.0001 |
Common Class A [Member] | ||
Common stock, authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, Issued | 139,871,381 | 139,096,000 |
Common stock, outstanding | 139,871,381 | 139,096,000 |
Common Class B | ||
Common stock, authorized | 15,000,000 | 15,000,000 |
Common stock, Issued | 12,058,614 | 12,058,614 |
Common stock, outstanding | 12,058,614 | 12,058,614 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 19,395 | $ 9,113 | $ 37,465 | $ 18,829 |
Cost of revenue | 9,573 | 3,727 | 19,419 | 7,055 |
Gross profit | 9,822 | 5,386 | 18,046 | 11,774 |
Operating expenses | ||||
Research and development | 8,225 | 7,209 | 16,882 | 14,109 |
Sales and marketing | 6,728 | 4,854 | 13,633 | 8,795 |
General and administrative | 11,274 | 6,896 | 23,958 | 15,290 |
Total operating expenses | 26,227 | 18,959 | 54,473 | 38,194 |
Loss from operations | (16,405) | (13,573) | (36,427) | (26,420) |
Other income (expense) | ||||
Interest income | 106 | 1 | 120 | 2 |
Interest expense | (2,785) | (3,325) | (5,828) | (5,875) |
Change in fair value of contingent earnout liability | 180 | 0 | 697 | 0 |
Change in fair value of warrant liabilities | 3,897 | (4,185) | 9,732 | (10,176) |
Loss on extinguishment of debt | (22,510) | (4,954) | (22,510) | (3,255) |
Other expense, net | (2,876) | (513) | (4,045) | (136) |
Total other income (expense), net | (23,988) | (12,976) | (21,834) | (19,440) |
Loss before income taxes | (40,393) | (26,549) | (58,261) | (45,860) |
Income tax provision | 62 | 313 | 352 | 700 |
Net loss | $ (40,455) | $ (26,862) | $ (58,613) | $ (46,560) |
Basic and diluted net loss per share | $ (0.29) | $ (1.44) | $ (0.42) | $ (2.56) |
Weighted-average shares used in computing basic and diluted net loss per share | 139,687,475 | 18,642,269 | 139,482,147 | 18,190,329 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (40,455) | $ (26,862) | $ (58,613) | $ (46,560) |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | (2,212) | 435 | (353) | 467 |
Net unrealized loss on investments (net of tax) | (83) | 0 | (83) | 0 |
Comprehensive loss | $ (42,750) | $ (26,427) | $ (59,049) | $ (46,093) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Preferred Stock Series A Preferred Stock | Preferred Stock Series B Preferred Stock | Preferred Stock Series C Preferred Stock | Common Stock | Additional Paid-in Capital | AOCI Attributable to Parent | Accumulated Deficit | |
Beginning balance at Dec. 31, 2020 | $ (48,736) | $ 52,809 | $ 35,228 | $ 65,222 | $ 2 | $ 10,131 | $ (982) | $ (211,146) | |
Beginning balance, shares at Dec. 31, 2020 | [1] | 21,615,723 | 8,306,818 | 12,804,176 | 17,664,015 | ||||
Exercise of stock options | 673 | 673 | |||||||
Exercise of stock options, shares | [1] | 570,585 | |||||||
Stock compensation expense | 4,501 | 4,501 | |||||||
Issuance of shares to FP Credit Partners. L.P. | 8,065 | 8,065 | |||||||
Issuance of shares to FP Credit Partners. L.P., shares | [1] | 977,724 | |||||||
Exercise of series C preferred warrants, shares | [1] | 146,919 | |||||||
Exercise of series C preferred warrants | 891 | $ 891 | |||||||
Net loss | (46,560) | (46,560) | |||||||
Foreign currency translation adjustments | 467 | 467 | |||||||
Net unrealized loss on investments (net of tax) | 0 | ||||||||
Ending balance at Jun. 30, 2021 | (80,699) | $ 52,809 | $ 35,228 | $ 66,113 | $ 2 | 23,370 | (515) | (257,706) | |
Ending balance, shares at Jun. 30, 2021 | [1] | 21,615,723 | 8,306,818 | 12,951,095 | 19,212,324 | ||||
Beginning balance at Mar. 31, 2021 | (65,600) | $ 52,809 | $ 35,228 | $ 65,222 | $ 2 | 12,933 | (950) | (230,844) | |
Beginning balance, shares at Mar. 31, 2021 | [1] | 21,615,723 | 8,306,818 | 12,804,176 | 17,915,515 | ||||
Exercise of stock options | 378 | 378 | |||||||
Exercise of stock options, shares | [1] | 319,085 | |||||||
Stock compensation expense | 1,994 | 1,994 | |||||||
Issuance of shares to FP Credit Partners. L.P. | 8,065 | 8,065 | |||||||
Issuance of shares to FP Credit Partners. L.P., shares | [1] | 977,724 | |||||||
Exercise of series C preferred warrants, shares | [1] | 146,919 | |||||||
Exercise of series C preferred warrants | 891 | $ 891 | |||||||
Net loss | (26,862) | (26,862) | |||||||
Foreign currency translation adjustments | 435 | 435 | |||||||
Net unrealized loss on investments (net of tax) | 0 | ||||||||
Ending balance at Jun. 30, 2021 | (80,699) | $ 52,809 | $ 35,228 | $ 66,113 | $ 2 | 23,370 | (515) | (257,706) | |
Ending balance, shares at Jun. 30, 2021 | [1] | 21,615,723 | 8,306,818 | 12,951,095 | 19,212,324 | ||||
Beginning balance at Dec. 31, 2021 | 188,864 | $ 15 | 418,575 | 732 | (230,458) | ||||
Beginning balance, shares at Dec. 31, 2021 | 151,154,614 | ||||||||
Exercise of stock options | $ 796 | 796 | |||||||
Exercise of stock options, shares | 494,664 | 494,664 | |||||||
Vesting of restricted stock units, shares net of tax withholdings | 25,345 | ||||||||
Vesting of restricted stock units, value net of tax withholdings | $ (17) | (17) | |||||||
Stock compensation expense | 5,198 | 5,198 | |||||||
Net loss | (58,613) | (58,613) | |||||||
Foreign currency translation adjustments | (353) | (353) | |||||||
Net unrealized loss on investments (net of tax) | (83) | ||||||||
Ending balance at Jun. 30, 2022 | 136,124 | $ 15 | 424,884 | 296 | (289,071) | ||||
Ending balance, shares at Jun. 30, 2022 | 151,929,995 | ||||||||
Beginning balance at Mar. 31, 2022 | 175,492 | $ 15 | 421,502 | 2,591 | (248,616) | ||||
Beginning balance, shares at Mar. 31, 2022 | 151,650,692 | ||||||||
Exercise of stock options | 158 | 158 | |||||||
Exercise of stock options, shares | 2,600 | ||||||||
Vesting of restricted stock units, shares net of tax withholdings | 21,331 | ||||||||
Vesting of restricted stock units, value net of tax withholdings | (17) | (17) | |||||||
Issuance of common stock upon ESPP purchase | 332 | 332 | |||||||
Issuance of common stock upon ESPP purchase, shares | 255,372 | ||||||||
Stock compensation expense | 2,909 | 2,909 | |||||||
Net loss | (40,455) | (40,455) | |||||||
Foreign currency translation adjustments | (2,212) | (2,212) | |||||||
Net unrealized loss on investments (net of tax) | (83) | (83) | |||||||
Ending balance at Jun. 30, 2022 | $ 136,124 | $ 15 | $ 424,884 | $ 296 | $ (289,071) | ||||
Ending balance, shares at Jun. 30, 2022 | 151,929,995 | ||||||||
[1] The shares of the Company’s common and convertible preferred stock, prior to the Merger (as defined in Note 1) have been retroactively restated to reflect the exchange ratio of approximately 1.7058 established in the Merger. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (58,613) | $ (46,560) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 9,341 | 3,540 |
Stock-based compensation | 5,198 | 4,501 |
Amortization of operating lease assets | 1,139 | 0 |
Accretion on carrying value of convertible notes | 0 | 3,302 |
Amortization of debt issuance costs | 2,673 | 1,544 |
Change in fair value of warrant liability | (9,732) | 10,176 |
Change in fair value of contingent earnout liability | (697) | 0 |
Loss on extinguishment of debt | 22,271 | 2,277 |
Other | (16) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (6,708) | (1,635) |
Contract assets | (2,390) | 0 |
Other current assets | 3,235 | (1,044) |
Other long-term assets | 752 | 151 |
Accounts payable | (2,788) | 1,133 |
Accrued wages and benefits | (1,702) | 153 |
Contract liabilities | 4,378 | 2,862 |
Other accrued expenses | 1,828 | 456 |
Operating lease liabilities | (617) | 0 |
Other long-term liabilities | (46) | 1,016 |
Net cash used in operating activities | (32,494) | (18,151) |
Cash flows from investing activities | ||
Purchases of short-term investments | (20,618) | 0 |
Purchase of property and equipment | (12,485) | (5,581) |
Investment in intangible assets | 0 | (2) |
Net cash used in investing activities | (33,103) | (5,583) |
Cash flows from financing activities | ||
Proceeds from long-term debt | 100,360 | 70,000 |
Payments on long-term debt | (71,512) | 0 |
Proceeds from issuance of convertible notes payable | 0 | 20,000 |
Payments of redemption of long-term debt | 0 | (29,628) |
Payment of debt issuance costs | (4,342) | (4,274) |
Proceeds from exercise of stock options | 796 | 673 |
Net cash provided by financing activities | 25,634 | 56,771 |
Effect of foreign currency translation on cash, cash equivalent and restricted cash | 3,213 | 403 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (36,750) | 33,440 |
Cash, cash equivalents and restricted cash | ||
Beginning of year | 109,645 | 15,986 |
End of period | 72,895 | 49,426 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 2,968 | 676 |
Noncash Investing and financing activities | ||
Issuance of shares to FP Credit Partners, L.P. ("FP") (Note 6) | 0 | 8,065 |
Capitalized Merger Costs Not Yet Paid | 0 | 2,203 |
Property and equipment purchased but not yet paid | 1,486 | 0 |
Issuance of stock warrants with long-term debt (Note 6) | $ 3,579 | $ 308 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business | 1. Nature of Business Spire Global, Inc. (“Spire” or the “Company”), founded in August 2012, is a global provider of space-based data and analytics that offers its customers unique datasets and insights about earth from the ultimate vantage point. The Company collects this space-based data through its proprietary constellation of multi-purpose nanosatellites. By designing, manufacturing, integrating and operating its own satellites and ground stations, the Company has unique end-to-end control and ownership over its entire system. The Company offers the following three data solutions to customers: Maritime, Aviation and Weather. As a fourth solution, the Company is providing “space-as-a-service” through its Space Services solution. The Company is comprised of Spire Global, Inc. (United States or U.S.) and its wholly owned subsidiaries Spire Global UK Limited (United Kingdom or U.K.), Spire Global Luxembourg S.a.r.l. (Luxembourg), Spire Global Singapore Pte. Ltd. (Singapore), Spire Global Australia Pty. Ltd., and Spire Global Canada Acquisition Corp. (Canada). Spire Global Canada Acquisition Corp. is the sole owner of exactEarth Ltd. (Canada) ("exactEarth"), which in turn is the sole owner of exactEarth Europe Ltd. (England and Wales). The Company currently operates offices in eight locations: San Francisco, Boulder, Washington D.C. (U.S.), Glasgow (U.K.), Oxfordshire (U.K.), Luxembourg, Cambridge, Ontario, and Singapore. On August 16, 2021 (the “Closing Date”), Spire Global Subsidiary, Inc. (formerly known as Spire Global, Inc.) (“Legacy Spire”) closed its previously announced merger with NavSight Holdings, Inc. (“NavSight”), a special purpose acquisition company, pursuant to the terms of the Business Combination Agreement, dated as of February 28, 2021, by and among Spire, NavSight, NavSight Merger Sub, Inc., a wholly owned subsidiary of NavSight (“NavSight Merger Sub”), and Peter Platzer, Theresa Condor, Jeroen Cappaert, and Joel Spark (collectively, the “Legacy Spire Founders,” and such agreement, the “Merger Agreement”). As a result, NavSight Merger Sub merged with and into Legacy Spire, the separate corporate existence of NavSight Merger Sub ceased, and Legacy Spire continued as the surviving corporation and a wholly owned subsidiary of NavSight (the “Merger,” and such consummation, the “Closing”). NavSight then changed its name to Spire Global, Inc. (together with its consolidated subsidiary, “New Spire” or “Spire”) and Legacy Spire changed its name to Spire Global Subsidiary, Inc. In November 2021, the Company acquired exactEarth, a leading provider of global maritime vessel data for ship tracking and maritime situational awareness solutions in Canada for a combination of cash and Spire stock ("Acquisition"). The Acquisition was accounted for as a business combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and regulations of the U.S. Securities and Exchange Commission for interim financial reporting. The condensed consolidated financial statements for the three and six months ended June 30, 2022 include the accounts of Spire Global, Inc.(i.e., former NavSight) and its wholly-owned subsidiary, Legacy Spire, following the Merger. The Merger is accounted for as a reverse recapitalization under GAAP. Under this method of accounting, NavSight is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Spire represent a continuation of the financial statements of Legacy Spire with the Merger being treated as the equivalent of Legacy Spire issuing stock for the net assets of NavSight, accompanied by a recapitalization. For periods prior to the Merger, the reported share and per share amounts have been retroactively converted by applying the Exchange Ratio of approximately 1.7058 with the exception of authorized shares. Issued and outstanding shares and warrants as disclosed herein have been adjusted reflecting the Exchange Ratio. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included within the Company's Annual Report on Form 10-K for the year ended December 31, 2021. The information as of December 31, 2021 included on the condensed consolidated balance sheets was derived from the Company’s audited consolidated financial statements. The unaudited condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, contain all adjustments, consisting of normal recurring adjustments necessary for a fair statement of its financial position, results of operations and cash flows for the periods indicated. All intercompany accounts and transactions have been eliminated in consolidation. Results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2022. Liquidity Risks and Uncertainties The unaudited condensed consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets, and the satisfaction of liabilities in the ordinary course of business. Since inception, the Company has been engaged in developing its product offerings, raising capital, and recruiting personnel. The Company’s operating plan may change as a result of many factors currently unknown and there can be no assurance that the current operating plan will be achieved in the time frame anticipated by the Company, and it may need to seek additional funds sooner than planned. If adequate funds are not available to the Company on a timely basis, it may be required to delay, limit, reduce, or terminate certain commercial efforts, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of the Company’s stockholders. The Company has a history of operating losses and negative cash flows from operations since inception. During the six months ended June 30, 2022, net loss was $ 58,613 and cash used in operations was $ 32,494 . In A ugust 2021, the Company received net proceeds of approximately $ 236,632 from Private Investment in Public Equity (“PIPE”) investors (the “PIPE Investors”) and the Merge r. The Company held cash and cash equivalents of $ 72,531 , excluding restricted cash, and investment in marketable securities of $ 20,556 as of June 30, 2022. The Company believes that it will have sufficient working capital to operate for a period of one year from the issuance of the June 30, 2022 condensed consolidated financial statements based on the Company's current cash and cash equivalents balance, which includes the borrowings under the Blue Torch Credit Agreement (as defined Note 6) and the funds raised associated with the closing of the Merger. The Company’s assessment of the period of time through which its financial resources will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties. The Company’s actual results could vary as a result of many factors, including its growth rate, subscription renewal activity, the timing and extent of spending to support its infrastructure and research and development efforts and the expansion of sales and marketing activities. The Company may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. The Company has based its estimates on assumptions that may prove to be wrong, and it could use its available capital resources sooner than it currently expects. The Company may be required to seek additional equity or debt financing. Future liquidity and cash requirements will depend on numerous factors, including market penetration, the introduction of new products, and potential acquisitions of related businesses or technology. In the event that additional financing is required from outside sources, the Company may not be able to raise it on acceptable terms or at all. If the Company is unable to raise additional capital when desired, or if it cannot expand its operations or otherwise capitalize on its business opportunities because it lacks sufficient capital, its business, results of operations, and financial condition would be adversely affected. COVID-19 Impact In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic, which continues to spread throughout the United States and the world and has resulted in authorities implementing numerous measures to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. While the Company is unable to accurately predict the full impact that the COVID-19 pandemic will have on its results of operations, financial condition, liquidity and cash flows due to numerous uncertainties, including the duration and severity of the pandemic or any resurgences of the pandemic locally or globally, the Company’s compliance with these measures has impacted its day-to-day operations and could continue to disrupt its business and operations, as well as that of certain of the Company’s customers whose industries are more severely impacted by these measures, for an indefinite period of time. During the six months ended June 30, 2022, the Company has experienced adverse changes in customer buying behavior that began in March 2020 as a result of the impact of the COVID-19 pandemic, including decreased customer engagement, delayed sales cycles, and deterioration in near-term demand. Despite these headwinds, the Company experienced an increase in Legacy Spire's revenue for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021. As a result of the impact of the COVID-19 pandemic, the Company has experienced delays and re-work due to third-party satellite launch providers schedule shifts, delays and increased expenses in its hiring process, some attrition from adjusting company policies due to the COVID-19 pandemic and additional time and expenses supporting customer contracts. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the dates of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Management’s significant estimates include assumptions in revenue recognition, allowance for credit losses, valuation of certain assets and liabilities acquired from the business combination, realizability of deferred income tax assets, and fair value of equity awards, contingent earnout liabilities and warrant liabilities. Actual results could differ from those estimates. Management assessed the impact of COVID-19 on the estimates and assumptions and determined there was no material impact. Cash, Cash Equivalents, Marketable Securities and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted cash included in Other long-term assets, including restricted cash on the condensed consolidated balance sheets, represents amounts pledged as guarantees or collateral for financing arrangements and lease agreements, as contractually required. The Company invests in highly rated securities, with the primary objective of minimizing the potential risk of principal loss. The Company’s investment policy generally requires securities to be investment grade and limits the amount of credit exposure to any one issuer. The Company’s investments in marketable debt securities have been classified and accounted for as available-for-sale. The Company classifies its marketable debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. Unrealized gains and losses on marketable debt securities classified as available-for-sale are recognized in Accumulated other comprehensive income. Interest on securities classified as available-for-sale is included in Interest income on the condensed consolidated statements of operations. The following table shows components of cash, cash equivalents, marketable securities, and restricted cash reported on the condensed consolidated balance sheets and in the condensed consolidated statements of cash flows as of and for the six months then ended: June 30, December 31, 2022 2021 Cash and cash equivalents $ 72,531 $ 109,256 Marketable securities 20,556 — Restricted cash included in Other long-term assets 364 389 $ 93,451 $ 109,645 Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and restricted cash, marketable securities, and accounts receivable. The Company typically has cash accounts in excess of Federal Deposit Insurance Corporation insurance coverage. The Company has not experienced any losses on such accounts, and management believes that the Company’s risk of loss is remote. The Company has a concentration of contractual revenue arrangements with various government agencies. Entities under common control are reported as a single customer. As of June 30, 2022, the Company had two customers that accounted for 38 % and 11 % of the Company’s total accounts receivable and as of December 31, 2021, the Company had two customers that accounted for 29 % and 12 % of the Company’s total accounts receivable. The Company had the following customers whose revenue balances individually represented 10% or more of the Company’s total revenue: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Customer A 10 % 42 % 12 % 30 % Customer B 19 % 17 % 18 % 20 % Customer C * * * 12 % * Revenue from these customers were less than 10 % of total revenue during the period. Related Parties In November 2021, in conjunction with the Acquisition, Myriota Pty Ltd ("Myriota"), a Spire customer, became a related party, as exactEarth has 14 % ownership of Myriota. As of June 30, 2022, $ 4,068 of investment in Myriota is included in Other long-term assets, including restricted cash on the condensed consolidated balance sheets. The Company accounts for this investment using the equity method of accounting. The Company's share of earnings or losses on the investment is recorded on a month lag, due to the timing of receiving the financials from Myriota, as a component of other (expense) income, net in the condensed consolidated statements of operations. The Company generated $ 521 and $ 1,047 in revenue for the three and six months ended June 30, 2022, respectively, and had $ 170 acc ounts receivable as of June 30, 2022 from Myriota. The Company borrowed gross proceeds of $ 1,232 of Convertible notes payable in February 2021 from certain stockholders. Interest expense recognized on related party Convertible notes payable i s $ 170 and $ 325 fo r the three and six months ended June 30, 2021, respectively. No interest expense was recognized for the three and six months ended June 30, 2022. Immediately prior to the effective time of the Merger, the Convertible notes were automatically converted into shares of common stock of Legacy Spire (“Legacy Spire Common Stock”). Accounting Pronouncements Recently Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases ("ASC 842"), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). Since this standard was originally issued, there have been improvements and clarification released by the FASB. Under the new guidance, at the commencement date, lessees are required to recognize a lease liability with a corresponding right-of-use (ROU) asset. On January 1, 2022, the Company adopted ASC 842 using the modified retrospective approach with the effective date as of the date of initial application. Consequently, results for the three and six months ended June 30, 2022 are presented under Topic 842. Prior period amounts were not adjusted and continue to be reported in accordance with previous lease guidance under ASC Topic 840, Leases. The Company elected the following practical expedients as permitted per the guidance: • The "package of practical expedients" which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. The Company has elected this package of practical expedients in its entirety. • The short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities for existing short-term leases of assets in transition. • The practical expedient to not separate lease and non-lease components for all of our leases. Adoption of ASC 842 resulted in the recording of $ 11,775 as ROU assets and $ 12,611 as lease liabilities, as of January 1, 2022. The difference between the ROU assets and lease liabilities is driven primarily by lease incentives and deferred rent balances that were reclassified from liabilities, presented in other accrued expenses for the current portion and other long-term liabilities for the long-term portion, to the ROU asset balance, presented in operating lease assets. The standard did not materially impact retained earnings, consolidated net income, and statements of cash flows. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, by removing certain exceptions to the general principles which is intended to improve consistent application. A franchise tax that is partially based on income will be recognized as an income-based tax and any incremental amount will be recognized as non-income-based tax. This standard is effective for fiscal years beginning after December 15, 2021 (January 1, 2022 for the Company), with early adoption permitted. The adoption of ASU 2019-12 as of January 1, 2022 did not materially impact the Company's condensed consolidated financial statements. Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. The guidance is effective for annual reporting periods beginning after December 15, 2022, including interim periods within that reporting period and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company did not early adopt for the recent Acquisition. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), guidance on modifying the disclosure requirements to increase the transparency of government assistance including disclosure of the types of assistance, an entity's accounting for the assistance and the effect of the assistance on an entity's financial statements. The amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2021 and should be applied either prospectively or retrospectively. The Company is currently evaluating the impact of adopting ASU 2021-10 within its Annual Report on Form 10-K for the fiscal year 2022 and does not expect this accounting standard update to have a material impact on its consolidated financial statements. |
Revenue, Contract Assets, Contr
Revenue, Contract Assets, Contract Liabilities and Remaining Performance Obligations | 6 Months Ended |
Jun. 30, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Revenue, Contract Assets, Contract Liabilities and Remaining Performance Obligations | 3. Revenue, Contract Assets, Contract Liabilities and Remaining Performance Obligations Disaggregation of Revenue Revenue from subscription-based contracts w as $ 12,937 and $ 25,057 , or 67 % and 67 % of total revenue, for the three and six months ended June 30, 2022, respectively, and was $ 4,094 and $ 8,074 , or 45 % and 43 % of total revenue for the three and six months ended June 30, 2021, respectively. Revenue from non-subscription-based contracts was $ 6,457 and $ 12,408 , representing, 33 % o f total revenue, for each of the three and six months ended June 30, 2022, and was $ 5,011 and $ 10,755 , representing 55 % and 57 % of total revenue for the three and six months ended June 30, 2021, respectively. The following revenue disaggregated by geography was recognized: Three Months Ended Six Months Ended EMEA (1) $ 7,300 38 % $ 15,235 41 % Americas (2) 8,669 45 % 16,283 43 % Asia Pacific (3) 3,426 18 % 5,947 16 % Total $ 19,395 100 % $ 37,465 100 % Three Months Ended Six Months Ended EMEA (1) $ 6,064 67 % $ 9,903 53 % Americas (2) 2,488 27 % 5,765 31 % Asia Pacific (3) 561 6 % 3,161 16 % Total $ 9,113 100 % $ 18,829 100 % (1) The Netherlands represented 43 % and 31 % for the three and six months ended June 30, 2021, respectively. The United Kingdom represented 11 % and 11 % for the three and six months ended June 30, 2021, respectively. (2) U.S. represented 35 % and 34 % for the three and six months ended June 30, 2022, respectively, and 27 % and 31 % for the three and six months ended June 30, 2021, respectively. (3) Australia represented 12 % for the six months ended June 30, 2021. Contract Assets As of June 30, 2022, and December 31, 2021, contract assets were $ 4,438 and $ 2,084 , respectively, on the condensed consolidated balance sheets. Changes in contract assets for the six months ended June 30, 2022 and 2021 were as follows: Six Months Ended June 30, 2022 2021 Balance as of December 31 $ 2,084 $ 853 Contract assets recorded during the period 4,715 — Reclassified to Accounts receivable ( 2,318 ) — Other ( 43 ) ( 7 ) Balance as of June 30 $ 4,438 $ 846 Contract Liabilities As of June 30, 2022, contract liabilities were $ 13,220 of which $ 12,080 i s reported in current portion of contract liabilities and $ 1,140 is reported in non-current portion in other long-term liabilities on the Company’s condensed consolidated balance sheets. As of December 31, 2021, contract liabilities were $ 9,255 of which $ 8,627 is reported in current portion of contract liabilities and $ 628 is reported in non-current portion in other long-term liabilities on the Company’s condensed consolidated balance sheets. Changes in contract liabilities for the six months ended June 30, 2022 and 2021 were as follows: Six Months Ended June 30, 2022 2021 Balance as of December 31 $ 9,255 $ 8,110 Contract liabilities recorded during the period 11,602 9,820 Revenue recognized during the period ( 7,242 ) ( 6,953 ) Other ( 395 ) ( 63 ) Balance as of June 30 $ 13,220 $ 10,914 Remaining Performance Obligations The Company has performance obligations associated with commitments in customer contracts for future services that have not yet been recognized as revenue. These commitments for future services exclude (i) contracts with an original term of one year or less, and (ii) cancellable contracts. As of June 30, 2022, the amount not yet recognized as revenue from these commitments is $ 125,286 . The Company expects to recognize 40 % of these future commitments over the next 12 months and the remaining 60 % thereafter as revenue when the performance obligations are met. |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2022 | |
Balance Sheet Components [Abstract] | |
Balance Sheet Components | 4. Balance Sheet Components Other current assets consisted of the following: June 30, December 31, 2022 2021 Technology and other prepaid contracts $ 3,022 $ 744 Prepaid insurance 1,255 4,430 Deferred contract costs 588 885 Other receivables 1,281 1,396 Other current assets 319 2,616 $ 6,465 $ 10,071 Property and equipment, net consisted of the following: June 30, December 31, 2022 2021 Satellites in-service $ 54,729 $ 51,368 Internally developed software 2,120 2,160 Ground stations in-service 2,821 2,200 Leasehold improvements 4,656 1,754 Machinery and equipment 2,987 2,761 Computer equipment 2,521 2,168 Computer software and website development 472 472 Furniture and fixtures 1,112 1,167 71,418 64,050 Less: Accumulated depreciation and amortization ( 31,884 ) ( 30,120 ) 39,534 33,930 Satellite, launch and ground station work in progress 14,528 11,478 Finished satellites not in-service 1,011 3,296 Property and equipment, net $ 55,073 $ 48,704 Other accrued expenses consisted of the following: June 30, December 31, 2022 2021 Professional services $ 1,912 $ 1,164 Operating lease liabilities, current 1,889 - Third-party operating costs 1,708 900 Corporate and sales tax 546 195 Accrued interest 442 276 Software 737 1,036 Other 1,067 1,252 $ 8,301 $ 4,823 Depreciation and amortization expense related to property and equipment for the three and six months ended June 30, 2022 wa s $ 4,507 and $ 9,341 , respectively. Depreciation and amortization expense related to property and equipment for the three and six months ended June 30, 2021 was $ 1,829 and $ 3,540 , respectively, including amortization of internal-use software of $ 22 and $ 47 , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets The following table summarizes changes in goodwill balance: Balance at December 31, 2021 $ 53,627 Impact of foreign currency translation ( 1,089 ) Balance at June 30, 2022 $ 52,538 Intangible assets consisted of the following: June 30, December 31, 2022 2021 Customer relationships $ 24,000 $ 24,559 Developed technology 13,661 13,957 Trade names 2,316 2,366 Backlog 3,191 3,268 Patents 491 491 FCC licenses 480 480 44,139 45,121 Less: Accumulated amortization ( 4,386 ) ( 968 ) $ 39,753 $ 44,153 As of June 30, 2022, the weighted-average amortization period for customer relationships and developed technolog y was 11.4 years, trade names was 4.4 years, backlog was 0.4 years and patents and FCC licenses was 7.3 y ears. Amortization expense related to intangible assets for the three and six months ended June 30, 2022 was $ 1,730 and $ 3,478 , respectively and for the three and six months ended June 30, 2021 was $ 22 and $ 47 , respectively. No impairment charges were recognized for the three and six months ended June 30, 2022 and 2021. The patents asset balance as of June 30, 2022 and December 31, 2021 includes $ 182 and $ 196 , respectively of capitalized patent costs, that will begin amortization upon the issuance of an official patent right to the Company. As of June 30, 2022, the expected future amortization expense of intangible assets is as follows: Years ending December 31, Remainder of 2022 $ 3,168 2023 3,662 2024 3,656 2025 3,647 2026 3,598 2027 and thereafter 21,840 39,571 Capitalized patent costs, unissued 182 $ 39,753 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 6. Long-Term Debt Long-term debt consisted of the following: June 30, December 31, 2022 2021 Blue Torch term loan $ 100,286 $ — FP term loan — 71,512 Other 4,462 4,464 Total long-term debt 104,748 75,976 Less: Debt issuance costs ( 7,827 ) ( 24,852 ) Non-current portion of long-term debt $ 96,921 $ 51,124 The Company recorded interest expense from long-term debt of $ 1,046 and $ 2,673 for the three and six months ended June 30, 2022 , respectively, and $ 589 and $ 1,093 for the three and six months ended June 30, 2021, respectively. Blue Torch Credit Agreement On June 13, 2022, the Company, as borrower, and Spire Global Subsidiary, Inc. and Austin Satellite Design, LLC, as guarantors, entered into a Financing Agreement (the “Blue Torch Financing Agreement”) with Blue Torch Finance LLC, a Delaware limited liability company (“Blue Torch”), as administrative agent and collateral agent, and certain lenders (the “Lenders”). The Blue Torch Financing Agreement provides for, among other things, a term loan facility in an aggregate principal amount of up to $ 120,000 (the “Blue Torch Credit Facility”). The proceeds of the term loan may be used for general corporate purposes and to refinance the Company’s existing $ 70,000 credit facility with FP Credit Partners, L.P. The Blue Torch Credit Facility is scheduled to mature on June 13, 2026, upon which the Company must repay the outstanding principal amount of any outstanding loans thereunder, together with all accrued but unpaid interest, fees and other obligations owing under the Blue Torch Credit Facility. Subject to certain exceptions, prepayments of the Blue Torch Credit Facility will be subject to early termination fees in an amount equal to 3.0% of the principal prepaid if prepayment occurs on or prior to the first anniversary of the closing date, 2.0% of principal prepaid if prepayment occurs after the first anniversary of the closing date but on or prior to the second anniversary of the closing date and 1.0% of principal prepaid if prepayment occurs after the second anniversary of the closing date but on or prior to the third anniversary of the closing date, plus if prepayment occurs on or prior to the first anniversary of the closing date, a make-whole amount equal to the amount of interest that would have otherwise been payable through the maturity date of the Blue Torch Credit Facility. The $120,000 term loan was available and drawn at closing, of which $19,700 was placed in an escrow account by Blue Torch with such amount to be released upon the Company achieving certain metrics related to annualized recurring revenue and a total annualized recurring revenue leverage ratio of not greater than 1.25 to 1.00. The term loan accrues interest at a floating rate, to be based, at the Company's election, on either a reference rate or a 3-month Term Secured Overnight Financing Rate ("SOFR") rate (subject to a 1.0% floor), plus an interest rate margin of 7.0% for reference rate borrowings and 8.0% for 3-month Term SOFR borrowings. The Company elected the Term SOFR rate which was 9.34 % as of June 30, 2022. Principal on the term loan is only payable at maturity and interest on the term loan is due and payable monthly for reference rate borrowings and quarterly for Term SOFR borrowings. The Company is also required to pay other customary fees and costs in connection with the Blue Torch Credit Facility, including a commitment fee in an amount equal to $ 2,400 on t he closing date, a $ 250 agency fee annually and an exit fee in an amount equal to $ 1,800 upon termination of the Blue Torch Financing Agreement. The Company’s obligations under the Blue Torch Financing Agreement are or will be guaranteed by certain of its domestic and foreign subsidiaries meeting materiality thresholds set forth in the Blue Torch Financing Agreement. Such obligations, including the guarantees, are secured by substantially all of the personal property of the Company and the Company's subsidiary guarantors, including pursuant to a Security Agreement entered into on June 13, 2022 among the Company, Spire Global Subsidiary, Inc., Austin Satellite Design, LLC and Blue Torch (the “Security Agreement”). As of the closing date, such subsidiary guarantors are Spire Global Subsidiary, Inc., Austin Satellite Design, LLC, Spire Global Canada Subsidiary Corp. and exactEarth Ltd. The Blue Torch Financing Agreement contains customary affirmative covenants and customary negative covenants limiting the Company's ability and the ability of its subsidiaries, to, among other things, dispose of assets, undergo a change in control, merge or consolidate, make acquisitions, incur debt, incur liens, pay dividends, repurchase stock and make investments, in each case subject to certain exceptions. The Company must also comply with a maximum debt to annualized recurring revenue leverage ratio financial covenant tested monthly during the first two years of the Blue Torch Financing Agreement, a maximum debt to EBITDA leverage ratio financial covenant tested monthly during the third and fourth years of the Blue Torch Financing Agreement and a minimum liquidity financial covenant tested at all times. The Blue Torch Financing Agreement also contains customary events of default that include, among other things, certain payment defaults, cross defaults to other indebtedness, inaccuracy of representations and warranties, covenant defaults, change of control defaults, judgment defaults, and bankruptcy and insolvency defaults. If an event of default exists, the Blue Torch as agent on behalf of the lenders may require immediate payment of all obligations under the Blue Torch Financing Agreement and may exercise certain other rights and remedies provided for under the Blue Torch Financing Agreement, the other loan documents and applicable law. Under certain circumstances, a default interest rate will apply on all obligations during the existence of an event of default under the Blue Torch Financing Agreement at a per annum rate equal to 2.00 % above the applicable interest rate. On June 13, 2022, in connection with the Blue Torch Financing Agreement, the Company granted warrants to affiliates of the Lenders to purchase fully paid and non-assessable shares of common stock (the “Blue Torch Warrants”), which are exercisable for an aggregate of 3,496,205 shares of the Company’s common stock with a per share exercise price of $ 2.01 . In addition, on June 13, 2022, in connection with the closing of the Financing, the Company paid Urgent Capital LLC, a Delaware limited liability company, a fee for introducing the Company to the Lender, for the purpose of loan financing, in the amount equal to $ 600 in cash and a warrant to purchase fully paid and non-assessable shares of common stock (the “GPO Warrant” and, collectively with the Blue Torch Warrant, the “Credit Agreement Warrants”), which are exercisable for an aggregate of 198,675 shares of the Company's common stock with a per share exercise price of $ 2.01 . The Company evaluated the Credit Agreement Warrants and concluded that they do not meet the criteria to be classified within stockholders’ equity. The agreement governing the Credit Agreement Warrants include a provision that could result in a different settlement value for the Credit Agreement Warrants depending on their holder. The warrant price is $ 2.01 subject to standard stock split, dividend, and routine anti-dilution adjustment provisions. Because the holder of an instrument is not an input into the pricing of a fixed-for-fixed option on the Company’s common stock, the warrants are not considered to be indexed to the Company’s own stock. As the Credit Agreement Warrants meet the definition of a derivative, the Company recorded these warrants as liabilities on the condensed consolidated balance sheets at fair value (Note 8) based on the Black Scholes model as of June 13, 2022 with inputs that include the Company’s stock price in an actively traded market, making this fair value classified as a Level 2 financial instrument. The other significant assumptions used in the model are the exercise price, expected term, volatility, interest rate, and dividend yield. Subsequent changes in their respective fair values are recognized in the condensed consolidated statements of operations at each reporting date. Changes in the fair value of the warrant liabilities will continue to be recognized until the warrants are exercised, expire, or qualify for equity classification. The Company incurred $ 4,342 of debt issuance costs, inclusive of fees paid to the Lenders, and issued common stock warrants with an estimated fair value of $ 3,579 at the date of issuance, the total of which has been presented as a deduction from the carrying amounts of the Blue Torch loan facility on the condensed consolidated balance sheet and are being amortized to interest expense over the term of the Blue Torch loan facility. The Credit Agreement Warrants may be exercised on a cashless basis. The Credit Agreement Warrants are exercisable for a term beginning on the date of issuance and ending on the earlier to occur of ten years from the date of issuance or the consummation of certain of the Company's acquisitions as set forth in the Credit Agreement Warrants. The number of shares for which the Credit Agreement Warrants are exercisable and the associated exercise price are subject to certain proportional adjustments as set forth in the Credit Agreement Warrants. FP Term Loan Facility On April 15, 2021, the Company entered into a credit agreement with FP Credit Partners, L.P., as agent for several lenders (as amended on May 17, 2021), for a $ 70,000 term loan facility (the “FP Term Loan”). The FP Term Loan includes covenants that limit the Company’s ability to, among other things, make investments, dispose of assets, consummate mergers and acquisitions, incur additional indebtedness, grant liens, enter into transactions with affiliates, pay dividends or other distributions without preapproval by the FP Lenders. The Company was required to maintain minimum unrestricted cash of at least $ 15,000 as of each fiscal quarter end, except for the quarter immediately following the first quarter where the Company reports positive earnings before interest, taxes, depreciation, and amortization (EBITDA), until the closing of a qualifying initial public offering (IPO), which included the Merger. On June 13, 2022, the Company repaid in full all obligations and all amounts borrowed, and all obligations have terminated, under the FP Term Loan, which was replaced by the Blue Torch Financing Agreement. The outstanding principal and interest under the FP Term Loan in an aggregate amount equal to approximately $ 72,835 was repaid with proceeds of the term loan under the Blue Torch Credit Facility. The Company recognized $ 22,510 as a loss on extinguishment of debt on the condensed consolidated statement of operations during the six months ended June 30, 2022, upon extinguishing the FP Term Loan facility. The Company incurred no early termination penalties in connection with the termination of the FP Term Loan. During the six months ended June 30, 2021, the Company recognized $ 4,954 as a loss on extinguishment of debt on the condensed consolidated statement of operations, resulting from cash settlement of the EIB Loan facility and the Eastward Loan facility using the proceeds received from the FP Term Loan facility. The loss on extinguishment of debt was offset by a $ 1,699 gain from extinguishment of debt resulting from the U.S. government’s forgiveness of the Company’s loan under the Paycheck Protection Program (“PPP”) established as part of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. Government Loan In November 2021, the Company completed the Acquisition and assumed an interest free loan agreement with the Strategic Innovation Fund ("SIF") which was recorded at an amount equal to the proceeds received. As of June 30, 2022 and December 31, 2021, $ 4,462 and $ 4,500 , respectively, were included in long-term debt, non-current on the condensed consolidated balance sheets. Under this agreement and subsequent amendment, the Company is eligible to receive funding for certain expenditures incurred from February 13, 2018 to May 12, 2023 to a maximum of $ 5,701 . The loan is repayable in 15 annual payments beginning February 28, 2026. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | 7. Leases The Company adopted ASC 842 on January 1, 2022 and included below is the Company's accounting policy for lessee accounting. The Company leases office facilities, ground station facilities, and office equipment. At the inception of a contract, the Company determines whether the contract is or contains a lease. Leases are classified as operating or finance leases at the commencement date of the lease. Operating leases with a term greater than one year are recognized on the condensed consolidated balance sheet as right-of-use (ROU) assets and lease liabilities, which are reported as separate line items. Lease liabilities are classified between current and long-term liabilities based on the portion of the total payments that are due in the next twelve months that are attributed to principal payments. The Company does not currently have any leases that are classified as finance leases. The Company has elected the short-term leases practical expedient which allows any leases with a term of 12 months or less to be considered short-term and thus will not have an ROU asset or lease liability recognized on the balance sheet in respect of such leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at lease commencement date. As these leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate incurred to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The operating lease ROU asset also includes any lease payments made in advance of lease expense and excludes lease incentives and initial direct costs incurred. Lease terms may include options to extend or terminate the leases, which the Company does not include in its minimum lease terms unless the options are reasonably certain to be exercised. The majority of office facilities leases have an initial non-cancelable term of one to ten years with several renewal options that can extend the lease term from three to ten years . Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. ROU assets are subject to evaluation for impairment of disposal on a basis consistent with other long-lived assets. The amortization period for the ROU asset is from the lease commencement date to the earlier of the end of the lease term or the end of the useful life of the asset. The Company has lease agreements with lease and non-lease components which the Company has elected to account for as a single lease component. The Company's lease agreements do not contain any material residual value guarantees. Lease expenses as of the three and six months ended June 30, 2022 was $ 849 and $ 1,719 , respectively. The variable lease expenses and short-term lease expenses were $ 50 and $ 80 for the three and six months ended June 30, 2022, respectively. The following table provides the required information regarding the Company's leases for which the Company is the lessee: As of June 30, 2022 As of January 1, 2022 Assets ROU assets $ 10,072 $ 11,775 Total ROU assets $ 10,072 $ 11,775 Liabilities Current $ 1,889 $ 2,086 Non-current 9,444 10,525 Total lease liabilities $ 11,333 $ 12,611 Weighted-average remaining lease term (years) 6.1 6.3 Weighted-average discount rate 9 % 9 % The majority of our ROU assets and lease liabilities, approximate ly 80 %, relate to office facilities leases, with the remaining amounts representing primarily ground station leases. As of June 30, 2022, the maturity of operating leases are as follows: Years ending December 31, Remainder of 2022 $ 1,416 2023 2,598 2024 2,318 2025 2,277 2026 2,269 2027 and thereafter 3,962 Total lease payments 14,840 Less: Interest on lease payments ( 3,507 ) Present value of lease liabilities $ 11,333 Operating cash flows paid included in the measurement of operating lease liabilities for the six months ended June 30, 2022 was $ 617 and was included in net cash used in operating activities in the condensed consolidated statements of cash flows. Supplemental noncash information on lease liabilities arising from obtaining right-of-use assets for the six months ended June 30, 2022 was $ 1,139 . Information as of December 31, 2021 under historical lease accounting guidance: Leases. These disclosures include: Under the previous lease standard, the Company leases office facilities and sites for its ground stations under noncancelable operating leases. As of December 31, 2021, these leases expire at various dates through 2029. Rent expense, including ground station leases, for the three and six months ended June 30, 2021 was $ 819 and $ 1,479 , resp ectively. Future minimum lease payments under noncancelable operating leases that have initial or remaining noncancelable lease terms greater than one year as of December 31, 2021 are as follows: Years ending December 31, 2022 $ 2,600 2023 2,389 2024 2,307 2025 2,284 2026 2,275 2027 and thereafter 4,393 $ 16,248 |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 8. Fair Value Measurement The Company follows the guidance in ASC 820, “Fair Value Measurement” for its liabilities that are re-measured and reported at fair value at each reporting period. The fair value of the Company’s common and preferred stock warrant liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Significant other observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3: Unobservable inputs reflecting management’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. The Company classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable, either directly or indirectly. The Company’s assessment of a particular input to the fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each period. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables present the Company’s fair value hierarchy for its financial instruments that are measured at fair value on a recurring basis: June 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalent: Money market funds $ 5,084 $ — $ — $ 5,084 Commercial paper — 1,300 — 1,300 U.S. government and agency securities — 2,997 — 2,997 $ 5,084 $ 4,297 $ — $ 9,381 Marketable securities: Commercial paper $ — $ 3,845 $ — $ 3,845 Corporate securities — 9,045 — 9,045 U.S. government and agency securities — 7,666 — 7,666 $ — $ 20,556 $ — $ 20,556 Long-term liabilities: Public warrants $ 1,610 $ — $ — $ 1,610 Private placement warrants — 740 — 740 Blue Torch and GPO warrants — 2,978 — 2,978 Contingent Earnout liability — — 10,672 10,672 $ 1,610 $ 3,718 $ 10,672 $ 16,000 December 31, 2021 Level 1 Level 2 Level 3 Total Long-term liabilities: Public warrants $ 5,060 $ — $ — $ 5,060 Private placement warrants — 6,422 — 6,422 Contingent earnout liability — — 11,369 11,369 $ 5,060 $ 6,422 $ 11,369 $ 22,851 Financial Assets The Company values its Level 1 assets, consisting of money market funds using quoted prices in active markets for identical instruments. Financial assets whose fair values that are measured on a recurring basis using Level 2 inputs consist of commercial paper, corporate securities, and U.S. government and agency securities. The Company measures the fair values of these assets with the help of a pricing service that either provides quoted market prices in active markets for identical or similar securities or uses observable inputs for their pricing without applying significant adjustments. Public Warrants The Company assumed 11,499,992 publicly-traded warrants (“Public Warrants”) upon the Merger, all of which were issued in connection with NavSight’s initial public offering and entitled the holder to purchase one share of the Company’s Class A common stock, par value $ 0.0001 , at an exercise price of $ 11.50 per share. The Public Warrants are publicly traded and are exercisable for cash unless certain conditions occur, such as the failure to have an effective registration statement related to the shares issuable upon exercise or redemption by the Company under certain conditions, at which time the warrants may be cashless exercised. The fair value of the Public Warrants is based on quoted market price and is classified as a Level 1 financial instrument. Private Placement Warrants The Company assumed 6,600,000 private placement warrants issued by NavSight (“Private Warrants”) upon the Merger, all of which were issued in connection with NavSight’s initial public offering and entitled the holder to purchase one share of the Company’s Class A common stock, par value $ 0.0001 , at an exercise price of $ 11.50 per share. The Private Warrants are non-redeemable for cash so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The fair value of the Private Warrants is estimated using the Black-Scholes model with inputs that include the Company’s stock price in an actively traded market, making this fair value classified as a Level 2 financial instrument. The other significant assumptions used in the model are the exercise price, expected term, volatility, interest rate, and dividend yield. The table below quantifies the significant inputs used for the Private Warrants: June 30, December 31, 2022 2021 Fair value of the Company’s common stock $ 1.16 $ 3.38 Exercise price $ 11.50 $ 11.50 Risk-free interest rate 2.98 % 1.26 % Expected volatility factor 70.0 % 70.0 % Expected dividend yield — % — % Remaining contractual term (in years) 4.1 4.6 Contingent Earnout Liability In connection with the Merger, eligible Spire equity holders are entitled to receive additional shares of the Company's common stock upon the achievement of certain Earnout Triggering Events. The estimated fair value of the contingent earnout liability was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the Earnout Period, which is a period up to five years post-closing of the transaction, prioritizing the most reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current price of the Company’s common stock, expected volatility, risk-free rate, expected term and dividend rate. The table below quantifies the significant inputs used for the Contingent Earnout Liability: June 30, December 31, 2022 2021 Fair value of the Company’s common stock $ 1.16 $ 3.38 Risk-free interest rate 2.98 % 1.26 % Expected volatility factor 70.0 % 70.0 % Expected dividend yield — % — % Remaining contractual term (in years) 0.004 0.004 The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Contingent Earnout Liability Warrant Fair value as of December 31, 2020 $ — $ 4,007 Issuance of warrants to Silicon Valley Bank — 308 Exercise of warrants — ( 891 ) Change in fair value of warrant liabilities — 10,176 Fair value as of June 30, 2021 $ — $ 13,600 Fair value as of December 31, 2021 $ 11,369 $ — Change in fair value of contingent earnout liability ( 697 ) — Fair value as of June 30, 2022 $ 10,672 $ — During the six months ended June 30, 2021, the Company issued 32,412 warrants at a fair value of $ 308 to Silicon Valley Bank with an exercise price of $ 1.60 . The warrants allow the holder to acquire the Company’s common stock. Silicon Valley Bank exercised the Series C warrants, which were converted into common stock upon the Closing. Cash and Cash Equivalents and Marketable Securities The following table summarizes the Company's cash, cash equivalent and available-for-sale securities by significant marketable securities category: June 30, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash and cash equivalents: Cash $ 63,150 — — $ 63,150 Cash equivalents: Money market funds 5,084 — — 5,084 Commercial paper 1,300 — — 1,300 U.S. government and agency securities 2,998 — ( 1 ) 2,997 $ 72,532 $ — $ ( 1 ) $ 72,531 Marketable Securities: Commercial paper $ 3,873 $ — $ ( 28 ) $ 3,845 Corporate securities 9,080 — ( 35 ) 9,045 U.S. government and agency securities 7,685 — ( 19 ) 7,666 $ 20,638 $ — $ ( 82 ) $ 20,556 The following table represents amortized cost and estimated fair value of marketable securities, by contractual maturity: June 30, 2022 Amortized Cost Fair Value Due in one year or less $ 20,638 $ 20,556 In accordance with the Company's investment policy, investments are placed in investment grade securities with high credit quality issuers, and generally limit the amount of credit exposure to any one issuer. The Company evaluates securities for impairment at the end of each reporting period. The Company did not record any impairment charges related to our available-for-sale securities during the six months ended June 30, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies L3Harris Commitment In conjunction with the Acquisition, the Company acquired the agreement with L3Harris ("L3Harris Agreement") to receive satellite automatic identification system ("S-AIS") data from the L3Harris AppStar payloads on-board Iridium NEXT Constellation, Iridium's Real-Time Second-Generation satellite constellation with 58 AppStar payloads. Under the Amended and Restated L3Harris Agreement dated January 21, 2020 ("A&R L3Harris Agreement"), the Company incurs a fixed fee of $ 358 per month. The A&R L3Harris Agreement concludes on August 7, 2031. Under the A&R L3Harris Agreement, the Company will pay a 30 % share of S-AIS data revenues for the portion of exactEarth annual S-AIS data revenue which is in excess of $ 16,000 . No revenue share was owed to L3Harris under the A&R L3Harris Agreement, with respect to AIS Analytics sales as of or for the three and six months ended June 30, 2022. For the three and six months ended June 30, 2022, $ 1,263 and $ 2,515 , respectively, which includes amortization of prepaid expenses of $ 189 and $ 367 , respectively, for the initial costs incurred to acquire exclusive access rights to data generated from satellites was recognized in Cost of revenue on the condensed consolidated statements of operations. The following table summarizes the operational fees commitment under the A&R L3Harris Agreement, which includes the fixed payments to L3Harris: Years ending December 31, Remainder of 2022 $ 2,148 2023 4,296 2024 4,296 2025 4,296 2026 4,296 2027 and thereafter 19,690 $ 39,022 Litigation At times, the Company is party to various claims and legal actions arising in the normal course of business. Although the ultimate outcome of these matters is not presently determinable, management believes that the resolution of all such pending matters, will not have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows; however, there can be no assurance that the ultimate resolution of these matters will not have a material impact on the Company’s consolidated financial statements in any period. |
Stock Based Compensation
Stock Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Compensation | 10. Stock-Based Compensation In December 2012, the Company adopted the 2012 Stock Option and Grant Plan (the “Plan”) under which the Company may grant stock options to purchase shares of its common stock to certain employees and nonemployees of the Company. The 2012 Plan was terminated as of the Closing, and accordingly, no additional awards will be granted under the 2012 Plan thereafter. In connection with the Closing, the Company adopted the 2021 Equity Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (“2021 ESPP”). The number of shares available for issuance under the 2021 Plan will be increased on the first day of each fiscal year, beginning on January 1, 2022, in an amount equal to the lesser of (i) 23,951,000 shares of New Spire's Class A common stock, (ii) a number of shares of New Spire's Class A common stock equal to 5 % of the total number of shares of all of New Spire's Class A common stock outstanding as of the last day of the immediately preceding fiscal year, or (iii) such number of shares of New Spire's Class A common stock as the Company’s board of directors or its designated committee may determine no later than the last day of the immediately preceding fiscal year. The 2021 Plan permits the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards to employees, directors, or consultants under the 2021 Plan. Under the 2021 ESPP, the Company can grant stock options to employees to purchase shares of Class A common stock at a purchase price which equals 85 % of the lower of (i) the fair market value of common stock on the first trading day of the offering period or (ii) the fair market value of common stock on the exercise date. As of June 30, 2022, 7,214,136 and 3,194,000 shares were available for grant under the 2021 Plan and 2021 ESPP, respectively. The following table summarizes stock option activity under the Plan : Number of Weighted- Weighted- (in years) Options outstanding as of December 31, 2021 21,263,847 $ 2.40 7.2 Granted — $ — Exercised ( 494,664 ) $ 1.61 Forfeited, canceled, or expired ( 1,063,665 ) $ 3.65 Options outstanding as of June 30, 2022 19,705,518 $ 2.35 7.1 Vested and expected to vest at June 30, 2022 19,705,518 $ 2.35 7.1 Exercisable at June 30, 2022 13,461,187 $ 2.02 6.4 The Company’s option award quantities and prices prior to the Merger have been retroactively restated to reflect the exchange ratio of approximately 1.8282 established in the Merger. The Company receive d $ 796 and $ 673 in cas h proceeds from options exercised during the six months ended June 30, 2022 and 2021, respectively. The weighted-average grant date fair value of options granted for the six months ended June 30, 2021 was $ 4.96 . T here were no options granted for the six months ended June 30, 2022. The following table summarizes stock RSU activity under the Plan: Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of December 31, 2021 783,902 $ 3.94 RSU granted 10,001,120 $ 2.66 RSU vested ( 25,345 ) $ 2.31 RSU forfeited ( 264,448 ) $ 3.15 Outstanding as of June 30, 2022 10,495,229 $ 2.74 For RSUs with service-based vesting conditions, the fair value is calculated based upon the Company’s closing stock price on the date of grant, and the stock-based compensation expense is recognized over the four-year vesting period. $ 36,229 of total unrecognized compensation expense related to options and RSUs expected to be recognized over a weighted average-period of 2.55 year s. The following table summarizes the components of total stock-based compensation expense based on roles and responsibilities of the employees within the condensed consolidated statements of operations: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenue $ 43 $ 26 $ 120 $ 44 Research and development 814 668 1,525 1,253 Sales and marketing 735 412 1,351 728 General and administrative 1,317 888 2,202 2,476 $ 2,909 $ 1,994 $ 5,198 $ 4,501 |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 11. Net Loss per Share The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net loss $ ( 40,455 ) $ ( 26,862 ) $ ( 58,613 ) $ ( 46,560 ) Denominator: Weighted-average shares used in computing basic and diluted net loss per share 139,687,475 18,642,269 139,482,147 18,190,329 Basic and diluted net loss per share $ ( 0.29 ) $ ( 1.44 ) $ ( 0.42 ) $ ( 2.56 ) The Company has two types of common stock, Class A and Class B. Class B common stock has no economic rights, therefore has been excluded from the computation of basic and diluted net loss per share. The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the three and six months ended June 30, 2022 and 2021, because including them would have had an anti-dilutive effect: June 30, 2022 2021 Stock options to purchase common stock 19,705,518 22,705,021 Public and private warrants 18,099,992 — RSU Shares 10,495,229 — Blue Torch and GPO warrants 3,694,880 — Convertible preferred stock (if-converted) — 42,873,691 Warrants for the purchase of common stock — 2,383,298 Convertible notes (if-converted) — 37,023,686 51,995,619 104,985,696 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and regulations of the U.S. Securities and Exchange Commission for interim financial reporting. The condensed consolidated financial statements for the three and six months ended June 30, 2022 include the accounts of Spire Global, Inc.(i.e., former NavSight) and its wholly-owned subsidiary, Legacy Spire, following the Merger. The Merger is accounted for as a reverse recapitalization under GAAP. Under this method of accounting, NavSight is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of Spire represent a continuation of the financial statements of Legacy Spire with the Merger being treated as the equivalent of Legacy Spire issuing stock for the net assets of NavSight, accompanied by a recapitalization. For periods prior to the Merger, the reported share and per share amounts have been retroactively converted by applying the Exchange Ratio of approximately 1.7058 with the exception of authorized shares. Issued and outstanding shares and warrants as disclosed herein have been adjusted reflecting the Exchange Ratio. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included within the Company's Annual Report on Form 10-K for the year ended December 31, 2021. The information as of December 31, 2021 included on the condensed consolidated balance sheets was derived from the Company’s audited consolidated financial statements. The unaudited condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, contain all adjustments, consisting of normal recurring adjustments necessary for a fair statement of its financial position, results of operations and cash flows for the periods indicated. All intercompany accounts and transactions have been eliminated in consolidation. Results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2022. |
Liquidity Risks and Uncertainties | Liquidity Risks and Uncertainties The unaudited condensed consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets, and the satisfaction of liabilities in the ordinary course of business. Since inception, the Company has been engaged in developing its product offerings, raising capital, and recruiting personnel. The Company’s operating plan may change as a result of many factors currently unknown and there can be no assurance that the current operating plan will be achieved in the time frame anticipated by the Company, and it may need to seek additional funds sooner than planned. If adequate funds are not available to the Company on a timely basis, it may be required to delay, limit, reduce, or terminate certain commercial efforts, or pursue merger or acquisition strategies, all of which could adversely affect the holdings or the rights of the Company’s stockholders. The Company has a history of operating losses and negative cash flows from operations since inception. During the six months ended June 30, 2022, net loss was $ 58,613 and cash used in operations was $ 32,494 . In A ugust 2021, the Company received net proceeds of approximately $ 236,632 from Private Investment in Public Equity (“PIPE”) investors (the “PIPE Investors”) and the Merge r. The Company held cash and cash equivalents of $ 72,531 , excluding restricted cash, and investment in marketable securities of $ 20,556 as of June 30, 2022. The Company believes that it will have sufficient working capital to operate for a period of one year from the issuance of the June 30, 2022 condensed consolidated financial statements based on the Company's current cash and cash equivalents balance, which includes the borrowings under the Blue Torch Credit Agreement (as defined Note 6) and the funds raised associated with the closing of the Merger. The Company’s assessment of the period of time through which its financial resources will be adequate to support its operations is a forward-looking statement and involves risks and uncertainties. The Company’s actual results could vary as a result of many factors, including its growth rate, subscription renewal activity, the timing and extent of spending to support its infrastructure and research and development efforts and the expansion of sales and marketing activities. The Company may in the future enter into arrangements to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. The Company has based its estimates on assumptions that may prove to be wrong, and it could use its available capital resources sooner than it currently expects. The Company may be required to seek additional equity or debt financing. Future liquidity and cash requirements will depend on numerous factors, including market penetration, the introduction of new products, and potential acquisitions of related businesses or technology. In the event that additional financing is required from outside sources, the Company may not be able to raise it on acceptable terms or at all. If the Company is unable to raise additional capital when desired, or if it cannot expand its operations or otherwise capitalize on its business opportunities because it lacks sufficient capital, its business, results of operations, and financial condition would be adversely affected. |
COVID-19 Impact | COVID-19 Impact In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic, which continues to spread throughout the United States and the world and has resulted in authorities implementing numerous measures to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. While the Company is unable to accurately predict the full impact that the COVID-19 pandemic will have on its results of operations, financial condition, liquidity and cash flows due to numerous uncertainties, including the duration and severity of the pandemic or any resurgences of the pandemic locally or globally, the Company’s compliance with these measures has impacted its day-to-day operations and could continue to disrupt its business and operations, as well as that of certain of the Company’s customers whose industries are more severely impacted by these measures, for an indefinite period of time. During the six months ended June 30, 2022, the Company has experienced adverse changes in customer buying behavior that began in March 2020 as a result of the impact of the COVID-19 pandemic, including decreased customer engagement, delayed sales cycles, and deterioration in near-term demand. Despite these headwinds, the Company experienced an increase in Legacy Spire's revenue for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021. As a result of the impact of the COVID-19 pandemic, the Company has experienced delays and re-work due to third-party satellite launch providers schedule shifts, delays and increased expenses in its hiring process, some attrition from adjusting company policies due to the COVID-19 pandemic and additional time and expenses supporting customer contracts. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the dates of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Management’s significant estimates include assumptions in revenue recognition, allowance for credit losses, valuation of certain assets and liabilities acquired from the business combination, realizability of deferred income tax assets, and fair value of equity awards, contingent earnout liabilities and warrant liabilities. Actual results could differ from those estimates. Management assessed the impact of COVID-19 on the estimates and assumptions and determined there was no material impact. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents, Marketable Securities and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted cash included in Other long-term assets, including restricted cash on the condensed consolidated balance sheets, represents amounts pledged as guarantees or collateral for financing arrangements and lease agreements, as contractually required. The Company invests in highly rated securities, with the primary objective of minimizing the potential risk of principal loss. The Company’s investment policy generally requires securities to be investment grade and limits the amount of credit exposure to any one issuer. The Company’s investments in marketable debt securities have been classified and accounted for as available-for-sale. The Company classifies its marketable debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. Unrealized gains and losses on marketable debt securities classified as available-for-sale are recognized in Accumulated other comprehensive income. Interest on securities classified as available-for-sale is included in Interest income on the condensed consolidated statements of operations. The following table shows components of cash, cash equivalents, marketable securities, and restricted cash reported on the condensed consolidated balance sheets and in the condensed consolidated statements of cash flows as of and for the six months then ended: June 30, December 31, 2022 2021 Cash and cash equivalents $ 72,531 $ 109,256 Marketable securities 20,556 — Restricted cash included in Other long-term assets 364 389 $ 93,451 $ 109,645 |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and restricted cash, marketable securities, and accounts receivable. The Company typically has cash accounts in excess of Federal Deposit Insurance Corporation insurance coverage. The Company has not experienced any losses on such accounts, and management believes that the Company’s risk of loss is remote. The Company has a concentration of contractual revenue arrangements with various government agencies. Entities under common control are reported as a single customer. As of June 30, 2022, the Company had two customers that accounted for 38 % and 11 % of the Company’s total accounts receivable and as of December 31, 2021, the Company had two customers that accounted for 29 % and 12 % of the Company’s total accounts receivable. The Company had the following customers whose revenue balances individually represented 10% or more of the Company’s total revenue: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Customer A 10 % 42 % 12 % 30 % Customer B 19 % 17 % 18 % 20 % Customer C * * * 12 % * Revenue from these customers were less than 10 % of total revenue during the period. |
Related Parties | Related Parties In November 2021, in conjunction with the Acquisition, Myriota Pty Ltd ("Myriota"), a Spire customer, became a related party, as exactEarth has 14 % ownership of Myriota. As of June 30, 2022, $ 4,068 of investment in Myriota is included in Other long-term assets, including restricted cash on the condensed consolidated balance sheets. The Company accounts for this investment using the equity method of accounting. The Company's share of earnings or losses on the investment is recorded on a month lag, due to the timing of receiving the financials from Myriota, as a component of other (expense) income, net in the condensed consolidated statements of operations. The Company generated $ 521 and $ 1,047 in revenue for the three and six months ended June 30, 2022, respectively, and had $ 170 acc ounts receivable as of June 30, 2022 from Myriota. The Company borrowed gross proceeds of $ 1,232 of Convertible notes payable in February 2021 from certain stockholders. Interest expense recognized on related party Convertible notes payable i s $ 170 and $ 325 fo r the three and six months ended June 30, 2021, respectively. No interest expense was recognized for the three and six months ended June 30, 2022. Immediately prior to the effective time of the Merger, the Convertible notes were automatically converted into shares of common stock of Legacy Spire (“Legacy Spire Common Stock”). |
Accounting Pronouncements Recently Adopted | Accounting Pronouncements Recently Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases ("ASC 842"), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). Since this standard was originally issued, there have been improvements and clarification released by the FASB. Under the new guidance, at the commencement date, lessees are required to recognize a lease liability with a corresponding right-of-use (ROU) asset. On January 1, 2022, the Company adopted ASC 842 using the modified retrospective approach with the effective date as of the date of initial application. Consequently, results for the three and six months ended June 30, 2022 are presented under Topic 842. Prior period amounts were not adjusted and continue to be reported in accordance with previous lease guidance under ASC Topic 840, Leases. The Company elected the following practical expedients as permitted per the guidance: • The "package of practical expedients" which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. The Company has elected this package of practical expedients in its entirety. • The short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities for existing short-term leases of assets in transition. • The practical expedient to not separate lease and non-lease components for all of our leases. Adoption of ASC 842 resulted in the recording of $ 11,775 as ROU assets and $ 12,611 as lease liabilities, as of January 1, 2022. The difference between the ROU assets and lease liabilities is driven primarily by lease incentives and deferred rent balances that were reclassified from liabilities, presented in other accrued expenses for the current portion and other long-term liabilities for the long-term portion, to the ROU asset balance, presented in operating lease assets. The standard did not materially impact retained earnings, consolidated net income, and statements of cash flows. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, by removing certain exceptions to the general principles which is intended to improve consistent application. A franchise tax that is partially based on income will be recognized as an income-based tax and any incremental amount will be recognized as non-income-based tax. This standard is effective for fiscal years beginning after December 15, 2021 (January 1, 2022 for the Company), with early adoption permitted. The adoption of ASU 2019-12 as of January 1, 2022 did not materially impact the Company's condensed consolidated financial statements. |
Accounting Pronouncements Not Yet Adopted | Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. The guidance is effective for annual reporting periods beginning after December 15, 2022, including interim periods within that reporting period and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company did not early adopt for the recent Acquisition. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), guidance on modifying the disclosure requirements to increase the transparency of government assistance including disclosure of the types of assistance, an entity's accounting for the assistance and the effect of the assistance on an entity's financial statements. The amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2021 and should be applied either prospectively or retrospectively. The Company is currently evaluating the impact of adopting ASU 2021-10 within its Annual Report on Form 10-K for the fiscal year 2022 and does not expect this accounting standard update to have a material impact on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of cash, cash equivalents, marketable securities and restricted cash | The following table shows components of cash, cash equivalents, marketable securities, and restricted cash reported on the condensed consolidated balance sheets and in the condensed consolidated statements of cash flows as of and for the six months then ended: June 30, December 31, 2022 2021 Cash and cash equivalents $ 72,531 $ 109,256 Marketable securities 20,556 — Restricted cash included in Other long-term assets 364 389 $ 93,451 $ 109,645 |
Summary of customers whose revenue and accounts receivable balances | The Company had the following customers whose revenue balances individually represented 10% or more of the Company’s total revenue: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Customer A 10 % 42 % 12 % 30 % Customer B 19 % 17 % 18 % 20 % Customer C * * * 12 % * Revenue from these customers were less than 10 % of total revenue during the period. |
Revenue, Contract Assets, Con_2
Revenue, Contract Assets, Contract Liabilities and Remaining Performance Obligations (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Disaggregation of Revenue by Geography | The following revenue disaggregated by geography was recognized: Three Months Ended Six Months Ended EMEA (1) $ 7,300 38 % $ 15,235 41 % Americas (2) 8,669 45 % 16,283 43 % Asia Pacific (3) 3,426 18 % 5,947 16 % Total $ 19,395 100 % $ 37,465 100 % Three Months Ended Six Months Ended EMEA (1) $ 6,064 67 % $ 9,903 53 % Americas (2) 2,488 27 % 5,765 31 % Asia Pacific (3) 561 6 % 3,161 16 % Total $ 9,113 100 % $ 18,829 100 % (1) The Netherlands represented 43 % and 31 % for the three and six months ended June 30, 2021, respectively. The United Kingdom represented 11 % and 11 % for the three and six months ended June 30, 2021, respectively. (2) U.S. represented 35 % and 34 % for the three and six months ended June 30, 2022, respectively, and 27 % and 31 % for the three and six months ended June 30, 2021, respectively. (3) Australia represented 12 % for the six months ended June 30, 2021. |
Schedule Of Changes In Contract With Customer Asset Table Text Block | Changes in contract assets for the six months ended June 30, 2022 and 2021 were as follows: Six Months Ended June 30, 2022 2021 Balance as of December 31 $ 2,084 $ 853 Contract assets recorded during the period 4,715 — Reclassified to Accounts receivable ( 2,318 ) — Other ( 43 ) ( 7 ) Balance as of June 30 $ 4,438 $ 846 |
Schedule Of Changes In Contract With Customer Liability Table Text Block | Changes in contract liabilities for the six months ended June 30, 2022 and 2021 were as follows: Six Months Ended June 30, 2022 2021 Balance as of December 31 $ 9,255 $ 8,110 Contract liabilities recorded during the period 11,602 9,820 Revenue recognized during the period ( 7,242 ) ( 6,953 ) Other ( 395 ) ( 63 ) Balance as of June 30 $ 13,220 $ 10,914 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Balance Sheet Components [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following: June 30, December 31, 2022 2021 Technology and other prepaid contracts $ 3,022 $ 744 Prepaid insurance 1,255 4,430 Deferred contract costs 588 885 Other receivables 1,281 1,396 Other current assets 319 2,616 $ 6,465 $ 10,071 |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: June 30, December 31, 2022 2021 Satellites in-service $ 54,729 $ 51,368 Internally developed software 2,120 2,160 Ground stations in-service 2,821 2,200 Leasehold improvements 4,656 1,754 Machinery and equipment 2,987 2,761 Computer equipment 2,521 2,168 Computer software and website development 472 472 Furniture and fixtures 1,112 1,167 71,418 64,050 Less: Accumulated depreciation and amortization ( 31,884 ) ( 30,120 ) 39,534 33,930 Satellite, launch and ground station work in progress 14,528 11,478 Finished satellites not in-service 1,011 3,296 Property and equipment, net $ 55,073 $ 48,704 |
Schedule of Other Accrued expenses | Other accrued expenses consisted of the following: June 30, December 31, 2022 2021 Professional services $ 1,912 $ 1,164 Operating lease liabilities, current 1,889 - Third-party operating costs 1,708 900 Corporate and sales tax 546 195 Accrued interest 442 276 Software 737 1,036 Other 1,067 1,252 $ 8,301 $ 4,823 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table summarizes changes in goodwill balance: Balance at December 31, 2021 $ 53,627 Impact of foreign currency translation ( 1,089 ) Balance at June 30, 2022 $ 52,538 |
Schedule of Finite-Lived Intangible Assets | Intangible assets consisted of the following: June 30, December 31, 2022 2021 Customer relationships $ 24,000 $ 24,559 Developed technology 13,661 13,957 Trade names 2,316 2,366 Backlog 3,191 3,268 Patents 491 491 FCC licenses 480 480 44,139 45,121 Less: Accumulated amortization ( 4,386 ) ( 968 ) $ 39,753 $ 44,153 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of June 30, 2022, the expected future amortization expense of intangible assets is as follows: Years ending December 31, Remainder of 2022 $ 3,168 2023 3,662 2024 3,656 2025 3,647 2026 3,598 2027 and thereafter 21,840 39,571 Capitalized patent costs, unissued 182 $ 39,753 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: June 30, December 31, 2022 2021 Satellites in-service $ 54,729 $ 51,368 Internally developed software 2,120 2,160 Ground stations in-service 2,821 2,200 Leasehold improvements 4,656 1,754 Machinery and equipment 2,987 2,761 Computer equipment 2,521 2,168 Computer software and website development 472 472 Furniture and fixtures 1,112 1,167 71,418 64,050 Less: Accumulated depreciation and amortization ( 31,884 ) ( 30,120 ) 39,534 33,930 Satellite, launch and ground station work in progress 14,528 11,478 Finished satellites not in-service 1,011 3,296 Property and equipment, net $ 55,073 $ 48,704 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets consisted of the following: June 30, December 31, 2022 2021 Customer relationships $ 24,000 $ 24,559 Developed technology 13,661 13,957 Trade names 2,316 2,366 Backlog 3,191 3,268 Patents 491 491 FCC licenses 480 480 44,139 45,121 Less: Accumulated amortization ( 4,386 ) ( 968 ) $ 39,753 $ 44,153 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | As of June 30, 2022, the expected future amortization expense of intangible assets is as follows: Years ending December 31, Remainder of 2022 $ 3,168 2023 3,662 2024 3,656 2025 3,647 2026 3,598 2027 and thereafter 21,840 39,571 Capitalized patent costs, unissued 182 $ 39,753 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt | Long-term debt consisted of the following: June 30, December 31, 2022 2021 Blue Torch term loan $ 100,286 $ — FP term loan — 71,512 Other 4,462 4,464 Total long-term debt 104,748 75,976 Less: Debt issuance costs ( 7,827 ) ( 24,852 ) Non-current portion of long-term debt $ 96,921 $ 51,124 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The following table provides the required information regarding the Company's leases for which the Company is the lessee: As of June 30, 2022 As of January 1, 2022 Assets ROU assets $ 10,072 $ 11,775 Total ROU assets $ 10,072 $ 11,775 Liabilities Current $ 1,889 $ 2,086 Non-current 9,444 10,525 Total lease liabilities $ 11,333 $ 12,611 Weighted-average remaining lease term (years) 6.1 6.3 Weighted-average discount rate 9 % 9 % |
Schedule of Company's Leases | As of June 30, 2022, the maturity of operating leases are as follows: Years ending December 31, Remainder of 2022 $ 1,416 2023 2,598 2024 2,318 2025 2,277 2026 2,269 2027 and thereafter 3,962 Total lease payments 14,840 Less: Interest on lease payments ( 3,507 ) Present value of lease liabilities $ 11,333 |
Schedule of Future Minimum Lease Payments Under Noncancelable Operating Leases | Future minimum lease payments under noncancelable operating leases that have initial or remaining noncancelable lease terms greater than one year as of December 31, 2021 are as follows: Years ending December 31, 2022 $ 2,600 2023 2,389 2024 2,307 2025 2,284 2026 2,275 2027 and thereafter 4,393 $ 16,248 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables present the Company’s fair value hierarchy for its financial instruments that are measured at fair value on a recurring basis: June 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalent: Money market funds $ 5,084 $ — $ — $ 5,084 Commercial paper — 1,300 — 1,300 U.S. government and agency securities — 2,997 — 2,997 $ 5,084 $ 4,297 $ — $ 9,381 Marketable securities: Commercial paper $ — $ 3,845 $ — $ 3,845 Corporate securities — 9,045 — 9,045 U.S. government and agency securities — 7,666 — 7,666 $ — $ 20,556 $ — $ 20,556 Long-term liabilities: Public warrants $ 1,610 $ — $ — $ 1,610 Private placement warrants — 740 — 740 Blue Torch and GPO warrants — 2,978 — 2,978 Contingent Earnout liability — — 10,672 10,672 $ 1,610 $ 3,718 $ 10,672 $ 16,000 December 31, 2021 Level 1 Level 2 Level 3 Total Long-term liabilities: Public warrants $ 5,060 $ — $ — $ 5,060 Private placement warrants — 6,422 — 6,422 Contingent earnout liability — — 11,369 11,369 $ 5,060 $ 6,422 $ 11,369 $ 22,851 |
Summary of Change in Fair Value of Level 3 Financial Instruments | The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments that are measured at fair value on a recurring basis: Contingent Earnout Liability Warrant Fair value as of December 31, 2020 $ — $ 4,007 Issuance of warrants to Silicon Valley Bank — 308 Exercise of warrants — ( 891 ) Change in fair value of warrant liabilities — 10,176 Fair value as of June 30, 2021 $ — $ 13,600 Fair value as of December 31, 2021 $ 11,369 $ — Change in fair value of contingent earnout liability ( 697 ) — Fair value as of June 30, 2022 $ 10,672 $ — |
Schedule of Cash and Cash Equivalents and Investments | The following table summarizes the Company's cash, cash equivalent and available-for-sale securities by significant marketable securities category: June 30, 2022 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash and cash equivalents: Cash $ 63,150 — — $ 63,150 Cash equivalents: Money market funds 5,084 — — 5,084 Commercial paper 1,300 — — 1,300 U.S. government and agency securities 2,998 — ( 1 ) 2,997 $ 72,532 $ — $ ( 1 ) $ 72,531 Marketable Securities: Commercial paper $ 3,873 $ — $ ( 28 ) $ 3,845 Corporate securities 9,080 — ( 35 ) 9,045 U.S. government and agency securities 7,685 — ( 19 ) 7,666 $ 20,638 $ — $ ( 82 ) $ 20,556 |
Amortized cost and estimated fair value of marketable securities | The following table represents amortized cost and estimated fair value of marketable securities, by contractual maturity: June 30, 2022 Amortized Cost Fair Value Due in one year or less $ 20,638 $ 20,556 |
Private Warrants | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Schedule of Quantitative Information Regarding Warrant Liability | The table below quantifies the significant inputs used for the Private Warrants: June 30, December 31, 2022 2021 Fair value of the Company’s common stock $ 1.16 $ 3.38 Exercise price $ 11.50 $ 11.50 Risk-free interest rate 2.98 % 1.26 % Expected volatility factor 70.0 % 70.0 % Expected dividend yield — % — % Remaining contractual term (in years) 4.1 4.6 |
Contingent Earnout Liability | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Schedule of Quantitative Information Regarding Warrant Liability | The table below quantifies the significant inputs used for the Contingent Earnout Liability: June 30, December 31, 2022 2021 Fair value of the Company’s common stock $ 1.16 $ 3.38 Risk-free interest rate 2.98 % 1.26 % Expected volatility factor 70.0 % 70.0 % Expected dividend yield — % — % Remaining contractual term (in years) 0.004 0.004 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule Of Operational Fees Commitment includes Fixed payments | The following table summarizes the operational fees commitment under the A&R L3Harris Agreement, which includes the fixed payments to L3Harris: Years ending December 31, Remainder of 2022 $ 2,148 2023 4,296 2024 4,296 2025 4,296 2026 4,296 2027 and thereafter 19,690 $ 39,022 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Activity Under Stock Option Plan | The following table summarizes stock option activity under the Plan : Number of Weighted- Weighted- (in years) Options outstanding as of December 31, 2021 21,263,847 $ 2.40 7.2 Granted — $ — Exercised ( 494,664 ) $ 1.61 Forfeited, canceled, or expired ( 1,063,665 ) $ 3.65 Options outstanding as of June 30, 2022 19,705,518 $ 2.35 7.1 Vested and expected to vest at June 30, 2022 19,705,518 $ 2.35 7.1 Exercisable at June 30, 2022 13,461,187 $ 2.02 6.4 |
Summary of Restricted Stock Units Activity | The following table summarizes stock RSU activity under the Plan: Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding as of December 31, 2021 783,902 $ 3.94 RSU granted 10,001,120 $ 2.66 RSU vested ( 25,345 ) $ 2.31 RSU forfeited ( 264,448 ) $ 3.15 Outstanding as of June 30, 2022 10,495,229 $ 2.74 |
Schedule of Stock Based Compensation Expense Based on Roles and Responsibilities of Employees | The following table summarizes the components of total stock-based compensation expense based on roles and responsibilities of the employees within the condensed consolidated statements of operations: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenue $ 43 $ 26 $ 120 $ 44 Research and development 814 668 1,525 1,253 Sales and marketing 735 412 1,351 728 General and administrative 1,317 888 2,202 2,476 $ 2,909 $ 1,994 $ 5,198 $ 4,501 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Basic and Diluted Attributable to Common Stockholders | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net loss $ ( 40,455 ) $ ( 26,862 ) $ ( 58,613 ) $ ( 46,560 ) Denominator: Weighted-average shares used in computing basic and diluted net loss per share 139,687,475 18,642,269 139,482,147 18,190,329 Basic and diluted net loss per share $ ( 0.29 ) $ ( 1.44 ) $ ( 0.42 ) $ ( 2.56 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the three and six months ended June 30, 2022 and 2021, because including them would have had an anti-dilutive effect: June 30, 2022 2021 Stock options to purchase common stock 19,705,518 22,705,021 Public and private warrants 18,099,992 — RSU Shares 10,495,229 — Blue Torch and GPO warrants 3,694,880 — Convertible preferred stock (if-converted) — 42,873,691 Warrants for the purchase of common stock — 2,383,298 Convertible notes (if-converted) — 37,023,686 51,995,619 104,985,696 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Aug. 31, 2021 USD ($) | Feb. 28, 2021 USD ($) | Jun. 30, 2022 USD ($) Customer | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) Customer | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) Customer | Jan. 01, 2022 USD ($) | Nov. 30, 2021 | |
Accounting Policies [Line Items] | |||||||||
Net loss | $ (40,455) | $ (26,862) | $ (58,613) | $ (46,560) | |||||
Net Cash Provided by (Used in) Operating Activities | (32,494) | (18,151) | |||||||
Cash Equivalents, at Carrying Value | 72,531 | 72,531 | |||||||
Accounts Receivable, Allowance for Credit Loss, Current | 497 | 497 | $ 339 | ||||||
Net proceeds from merger transaction | $ 236,632 | ||||||||
Investment in marketable securities | 20,556 | 20,556 | 0 | ||||||
ROU assets | 10,072 | 10,072 | 0 | $ 11,775 | |||||
Lease liabilities | 9,444 | 9,444 | $ 0 | 10,525 | |||||
Operating lease liabilities | $ 11,333 | $ 11,333 | $ 12,611 | ||||||
Customer Concentration Risk | Accounts Receivable | |||||||||
Accounting Policies [Line Items] | |||||||||
Numbers Of Customer | Customer | 2 | 2 | 2 | ||||||
Customer Concentration Risk | Customer One [Member] | Accounts Receivable | |||||||||
Accounting Policies [Line Items] | |||||||||
Concentration risk percentage | 38% | 29% | |||||||
Customer Concentration Risk | Customer Two [Member] | Accounts Receivable | |||||||||
Accounting Policies [Line Items] | |||||||||
Concentration risk percentage | 11% | 12% | |||||||
Myriota [Member] | |||||||||
Accounting Policies [Line Items] | |||||||||
Revenue from Related Parties | $ 521 | $ 1,047 | |||||||
Equity method investment, Ownership percentage | 14% | ||||||||
Accounts Receivable, Related Parties | 170 | 170 | |||||||
Investment In Related Party | 4,068 | ||||||||
Stockholder [Member] | Borrowed Convertible Notes Payable [Member] | Convertible Debt [Member] | |||||||||
Accounting Policies [Line Items] | |||||||||
Proceeds from Related Party Debt | $ 1,232 | ||||||||
Interest Expense Related Party | $ 0 | $ 170 | $ 0 | $ 325 | |||||
Maximum | |||||||||
Accounting Policies [Line Items] | |||||||||
Cash equivalents terms | 3 months |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 72,531 | $ 109,256 |
Marketable securities | 20,556 | 0 |
Restricted cash included in Other long-term assets | 364 | 389 |
Cash, cash equivalents, restricted cash and short-term investments | $ 93,451 | $ 109,645 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Customers Whose Revenue and Accounts Receivable Balances (Detail) - Customer Concentration Risk - Revenue Benchmark | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 100% | 100% | 100% | 100% |
Customer A | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 10% | 42% | 12% | 30% |
Customer B | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 19% | 17% | 18% | 20% |
Customer C | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 12% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Customers Whose Revenue and Accounts Receivable Balances (Parenthetical) (Detail) | 6 Months Ended |
Jun. 30, 2022 | |
Customer Concentration Risk | Customer B | Accounts Receivable | Maximum | |
Concentration Risk [Line Items] | |
Concentration Customer Risk, Percentage | 10% |
Revenue, Contract Assets, Con_3
Revenue, Contract Assets, Contract Liabilities and Remaining Performance Obligations - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue From Contract With Customer [Line Items] | ||||||
Revenue | $ 19,395 | $ 9,113 | $ 37,465 | $ 18,829 | ||
Contract assets current and non current | 4,438 | 846 | 4,438 | 846 | $ 2,084 | $ 853 |
Contract with customer liability | 13,220 | 10,914 | 13,220 | 10,914 | 9,255 | $ 8,110 |
Contract liabilities, current portion | 12,080 | 12,080 | 8,627 | |||
Contract liabilities, noncurrent portion | 1,140 | 1,140 | $ 628 | |||
Revenue remaining performance obligation amount | 125,286 | $ 125,286 | ||||
Revenue performance obligation expected timing of satisfaction explantion | expects to recognize 40% of these future commitments over the next 12 months and the remaining 60% thereafter as revenue when the performance obligations are met. | |||||
Revenue Benchmark | ||||||
Revenue From Contract With Customer [Line Items] | ||||||
Revenue | $ 19,395 | $ 9,113 | $ 37,465 | $ 18,829 | ||
Revenue Benchmark | Customer Concentration Risk | ||||||
Revenue From Contract With Customer [Line Items] | ||||||
Concentration risk percentage | 100% | 100% | 100% | 100% | ||
Subscription Based Contracts | Revenue Benchmark | Customer Concentration Risk | ||||||
Revenue From Contract With Customer [Line Items] | ||||||
Revenue | $ 12,937 | $ 4,094 | $ 25,057 | $ 8,074 | ||
Concentration risk percentage | 67% | 45% | 67% | 43% | ||
Non Subscription Based Contracts | Revenue Benchmark | Customer Concentration Risk | ||||||
Revenue From Contract With Customer [Line Items] | ||||||
Revenue | $ 6,457 | $ 5,011 | $ 12,408 | $ 10,755 | ||
Concentration risk percentage | 55% | 33% | 57% | |||
Expected Time Of Satisfaction Over Next Twelve Months | ||||||
Revenue From Contract With Customer [Line Items] | ||||||
Revenue remaining performance obligation percentage | 40% | 40% | ||||
Expected Time Of Satisfaction Thereafter | ||||||
Revenue From Contract With Customer [Line Items] | ||||||
Revenue remaining performance obligation percentage | 60% | 60% |
Revenue, Contract Assets, Con_4
Revenue, Contract Assets, Contract Liabilities and Remaining Performance Obligations - Schedule of Disaggregation of Revenue by Geography (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | $ 19,395 | $ 9,113 | $ 37,465 | $ 18,829 | |
Revenue Benchmark | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | $ 19,395 | $ 9,113 | $ 37,465 | $ 18,829 | |
Customer Concentration Risk | Revenue Benchmark | |||||
Disaggregation Of Revenue [Line Items] | |||||
Concentration risk percentage | 100% | 100% | 100% | 100% | |
EMEA | Customer Concentration Risk | Revenue Benchmark | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | [1] | $ 7,300 | $ 6,064 | $ 15,235 | $ 9,903 |
Concentration risk percentage | [1] | 38% | 67% | 41% | 53% |
Americas | Customer Concentration Risk | Revenue Benchmark | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | [2] | $ 8,669 | $ 2,488 | $ 16,283 | $ 5,765 |
Concentration risk percentage | [2] | 45% | 27% | 43% | 31% |
Asia Pacific | Customer Concentration Risk | Revenue Benchmark | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | [3] | $ 3,426 | $ 561 | $ 5,947 | $ 3,161 |
Concentration risk percentage | [3] | 18% | 6% | 16% | 16% |
[1] The Netherlands represented 43 % and 31 % for the three and six months ended June 30, 2021, respectively. The United Kingdom represented 11 % and 11 % for the three and six months ended June 30, 2021, respectively. U.S. represented 35 % and 34 % for the three and six months ended June 30, 2022, respectively, and 27 % and 31 % for the three and six months ended June 30, 2021, respectively. Australia represented 12 % for the six months ended June 30, 2021. |
Revenue, Contract Assets, Con_5
Revenue, Contract Assets, Contract Liabilities and Remaining Performance Obligations - Schedule of Disaggregation of Revenue by Geography (Parenthetical) (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
NETHERLANDS | ||||
Disaggregation Of Revenue [Line Items] | ||||
Concentration Customer Risk, Percentage | 31% | |||
Customer Concentration Risk | Revenue Benchmark | ||||
Disaggregation Of Revenue [Line Items] | ||||
Concentration Customer Risk, Percentage | 100% | 100% | 100% | 100% |
Customer Concentration Risk | Revenue Benchmark | NETHERLANDS | ||||
Disaggregation Of Revenue [Line Items] | ||||
Concentration Customer Risk, Percentage | 43% | |||
Customer Concentration Risk | Revenue Benchmark | UNITED STATES | ||||
Disaggregation Of Revenue [Line Items] | ||||
Concentration Customer Risk, Percentage | 27% | 31% | ||
Concentration Customer Risk, Percentage | 35% | 34% | ||
Customer Concentration Risk | Revenue Benchmark | AUSTRALIA | ||||
Disaggregation Of Revenue [Line Items] | ||||
Concentration Customer Risk, Percentage | 12% | |||
Customer Concentration Risk | Revenue Benchmark | UNITED KINGDOM | ||||
Disaggregation Of Revenue [Line Items] | ||||
Concentration Customer Risk, Percentage | 11% | 11% |
Revenue, Contract Assets, Con_6
Revenue, Contract Assets, Contract Liabilities and Remaining Performance Obligations - Schedule of Changes in Contract Assets (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Change In Contract With Customer Asset [Abstract] | ||
Balance at the beginning of the year | $ 2,084 | $ 853 |
Contract assets recorded during the year | 4,715 | 0 |
Reclassified to Accounts receivable | (2,318) | 0 |
Contract With Customer Assets Other | (43) | (7) |
Balance at the end of the year | $ 4,438 | $ 846 |
Revenue, Contract Assets, Con_7
Revenue, Contract Assets, Contract Liabilities and Remaining Performance Obligations - Schedule of Changes in Contract Liabilities (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Change In Contract With Customer Liability [Abstract] | ||
Balance at the beginning of the year | $ 9,255 | $ 8,110 |
Contract liabilities recorded during the year | 11,602 | 9,820 |
Revenue recognized during the year | (7,242) | (6,953) |
Other | (395) | (63) |
Balance at the end of the year | $ 13,220 | $ 10,914 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Other Current Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Balance Sheet Components [Abstract] | ||
Technology and other prepaid contracts | $ 3,022 | $ 744 |
Prepaid insurance | 1,255 | 4,430 |
Deferred contract costs | 588 | 885 |
Other receivables | 1,281 | 1,396 |
Other current assets | 319 | 2,616 |
Other assets, current | $ 6,465 | $ 10,071 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross, total | $ 71,418 | $ 64,050 |
Less: Accumulated depreciation and amortization | (31,884) | (30,120) |
Total | 39,534 | 33,930 |
Property and equipment, net | 55,073 | 48,704 |
Satellite In Service | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross, total | 54,729 | 51,368 |
Internally Developed Software | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross, total | 2,120 | 2,160 |
Ground Stations In Service | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross, total | 2,821 | 2,200 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross, total | 4,656 | 1,754 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross, total | 2,987 | 2,761 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross, total | 2,521 | 2,168 |
Computer software and website development | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross, total | 472 | 472 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross, total | 1,112 | 1,167 |
Satellite Launch And Ground Station Work In Progress | ||
Property Plant And Equipment [Line Items] | ||
Total | 14,528 | 11,478 |
Finished Satellites Not In Service | ||
Property Plant And Equipment [Line Items] | ||
Total | $ 1,011 | $ 3,296 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Balance Sheet Components [Abstract] | |||
Professional services | $ 1,912 | $ 1,164 | |
Operating lease liabilities, current | 1,889 | $ 2,086 | 0 |
Third-party operating costs | 1,708 | 900 | |
Corporate And Sales Tax | 546 | 195 | |
Accrued interest | 442 | 276 | |
Software | 737 | 1,036 | |
Other | 1,067 | 1,252 | |
Other accrued expenses | $ 8,301 | $ 4,823 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Impairment Effects on Earnings Per Share [Line Items] | ||||
Depreciation and amortization | $ 9,341 | $ 3,540 | ||
Amortization of internal use software | $ 22 | 47 | ||
Property Plant And Equipment Member | ||||
Impairment Effects on Earnings Per Share [Line Items] | ||||
Depreciation and amortization | $ 4,507 | $ 1,829 | $ 9,341 | $ 3,540 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Changes in Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Beginning Balance | $ 53,627 |
Impact of foreign currency translation | (1,089) |
Goodwill, Ending Balance | $ 52,538 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Finite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 44,139 | $ 45,121 |
Less: Accumulated amortization | (4,386) | (968) |
Intangible assets, net | 39,753 | 44,153 |
Trade Names [Member] | ||
Finite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 2,316 | 2,366 |
Patents [Member] | ||
Finite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 491 | 491 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 24,000 | 24,559 |
Developed Technology [Member] | ||
Finite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 13,661 | 13,957 |
Backlog [Member] | ||
Finite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 3,191 | 3,268 |
FCC Licenses [Member] | ||
Finite Lived Intangible Assets By Major Class [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 480 | $ 480 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Finite Lived Intangible Assets By Major Class [Line Items] | |||||
Intangible assets recognized impairment charges | $ 0 | $ 0 | $ 0 | $ 0 | |
Capitalized patent costs, unissued | 182 | 182 | $ 196 | ||
Amortization of Intangible Assets | $ 1,730 | $ 22 | $ 3,478 | $ 47 | |
FCC Licenses [Member] | |||||
Finite Lived Intangible Assets By Major Class [Line Items] | |||||
Weighted average amortization period | 7 years 3 months 18 days | ||||
Developed Technology [Member] | |||||
Finite Lived Intangible Assets By Major Class [Line Items] | |||||
Weighted average amortization period | 11 years 4 months 24 days | ||||
Backlog [Member] | |||||
Finite Lived Intangible Assets By Major Class [Line Items] | |||||
Weighted average amortization period | 4 months 24 days | ||||
Trade Names [Member] | |||||
Finite Lived Intangible Assets By Major Class [Line Items] | |||||
Weighted average amortization period | 4 years 4 months 24 days |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Annual Amortization of Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2022 | $ 3,168 | |
2023 | 3,662 | |
2024 | 3,656 | |
2025 | 3,647 | |
2026 | 3,598 | |
2027 and thereafter | 21,840 | |
Total | 39,571 | |
Capitalized patent costs, unissued | 182 | $ 196 |
Intangible assets, net | $ 39,753 | $ 44,153 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-term Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 104,748 | $ 75,976 |
Less: Debt issuance costs | (7,827) | (24,852) |
Non-current portion of long-term debt | 96,921 | 51,124 |
Blue Torch term loan [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 100,286 | 0 |
FP Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 0 | 71,512 |
Other [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 4,462 | $ 4,464 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jun. 13, 2022 USD ($) $ / shares shares | Nov. 30, 2021 Installments | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | May 17, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Interest expense long term debt | $ 1,046 | $ 589 | $ 2,673 | $ 1,093 | ||||
Debt issuance costs, net | 7,827 | 7,827 | $ 24,852 | |||||
Issuance of shares to FP Lenders (Note 6) | 8,065 | 8,065 | ||||||
Loss (Gain) on extinguishment of debt | (22,510) | $ (4,954) | (22,510) | (3,255) | ||||
Long-term debt | 96,921 | 96,921 | 51,124 | |||||
Eastward Loan Facility | $ 104,748 | $ 104,748 | 75,976 | |||||
Number of Tranches | Installments | 15 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2.01 | |||||||
Class A Common Stock [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2.01 | $ 2.01 | ||||||
GPO Warrant [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Class of Warrants or Rights Issued During Period | shares | 198,675 | |||||||
Exact Earth Acquisition [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term debt | $ 4,462 | $ 4,462 | 4,500 | |||||
Blue Torch Term Loan Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 120,000 | |||||||
Debt issuance cost | 4,342 | 4,342 | ||||||
Blue Torch Term Loan Facility [Member] | Blue Torch Warrant [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2.01 | |||||||
Warrants for common stock issued | 3,579 | |||||||
Class of Warrants or Rights Issued During Period | shares | 3,496,205 | |||||||
Credit Agreement With Fp Credit Partners Lp | Blue Torch Term Loan Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds term loan | $ 70,000 | |||||||
Description of credit facility | Subject to certain exceptions, prepayments of the Blue Torch Credit Facility will be subject to early termination fees in an amount equal to 3.0% of the principal prepaid if prepayment occurs on or prior to the first anniversary of the closing date, 2.0% of principal prepaid if prepayment occurs after the first anniversary of the closing date but on or prior to the second anniversary of the closing date and 1.0% of principal prepaid if prepayment occurs after the second anniversary of the closing date but on or prior to the third anniversary of the closing date, plus if prepayment occurs on or prior to the first anniversary of the closing date, a make-whole amount equal to the amount of interest that would have otherwise been payable through the maturity date of the Blue Torch Credit Facility. | |||||||
Introducing Fee | Warrant | ||||||||
Debt Instrument [Line Items] | ||||||||
Deferred Finance Costs Gross | $ 600 | |||||||
FP Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Loss (Gain) on extinguishment of debt | 4,954 | |||||||
Eastward Loan Facility | 0 | 0 | $ 71,512 | |||||
FP Term Loan [Member] | Credit Agreement With Fp Credit Partners Lp | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 70,000 | |||||||
Debt instrument covenant minimum unrestricted cash to be maintained | 15,000 | 15,000 | ||||||
Loss (Gain) on extinguishment of debt | 22,510 | |||||||
Outstanding Principal Amount | $ 72,835 | |||||||
Paycheck Protection Program [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Loss (Gain) on extinguishment of debt | $ 1,699 | |||||||
Line of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,701 | $ 5,701 | ||||||
Line of Credit [Member] | Blue Torch Term Loan Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt interest rate | 2% | |||||||
Line of Credit Facility, Description | The $120,000 term loan was available and drawn at closing, of which $19,700 was placed in an escrow account by Blue Torch with such amount to be released upon the Company achieving certain metrics related to annualized recurring revenue and a total annualized recurring revenue leverage ratio of not greater than 1.25 to 1.00. The term loan accrues interest at a floating rate, to be based, at the Company's election, on either a reference rate or a 3-month Term Secured Overnight Financing Rate ("SOFR") rate (subject to a 1.0% floor), plus an interest rate margin of 7.0% for reference rate borrowings and 8.0% for 3-month Term SOFR borrowings. | |||||||
Line of Credit [Member] | Blue Torch Term Loan Facility [Member] | SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Long term debt interest rate | 9.34% | 9.34% | ||||||
Line of Credit [Member] | Commitment Fee | Blue Torch Term Loan Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Deferred Finance Costs Gross | $ 2,400 | $ 2,400 | ||||||
Line of Credit [Member] | Agency Fee | Blue Torch Term Loan Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Deferred Finance Costs Gross | 250 | 250 | ||||||
Line of Credit [Member] | Exit Fee | Blue Torch Term Loan Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Deferred Finance Costs Gross | $ 1,800 | $ 1,800 |
Leases - Schedule of Company's
Leases - Schedule of Company's Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Assets | |||
ROU assets | $ 10,072 | $ 11,775 | $ 0 |
Total ROU assets | 10,072 | 11,775 | |
Liabilities | |||
Operating lease liabilities, current | 1,889 | 2,086 | 0 |
Lease liabilities | 9,444 | 10,525 | $ 0 |
Total lease liabilities | $ 11,333 | $ 12,611 | |
Weighted-average remaining lease term (years) | 6 years 1 month 6 days | 6 years 3 months 18 days | |
Weighted-average discount rate | 9% | 9% |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Lessee, Lease, Description [Line Items] | ||||
Percentage of majority of ROU assets and lease liabilities relate to office facilities leases | 80% | 80% | ||
Operating lease payments | $ 617 | |||
Lease liabilities arising from obtaining right-of-use assets | 1,139 | |||
Rent expense | $ 819 | $ 1,479 | ||
Short Term Variable Lease Cost | $ 50 | 80 | ||
Operating lease expense | $ 849 | $ 1,719 | ||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease term | 1 year | 1 year | ||
Lease renewal term | 3 years | 3 years | ||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease term | 10 years | 10 years | ||
Lease renewal term | 10 years | 10 years |
Leases - Schedule of Maturity o
Leases - Schedule of Maturity of Operating Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Jan. 01, 2022 |
Leases [Abstract] | ||
Remainder of 2022 | $ 1,416 | |
2023 | 2,598 | |
2024 | 2,318 | |
2025 | 2,277 | |
2026 | 2,269 | |
2027 an thereafter | 3,962 | |
Lessee, Operating Lease, Liability, to be Paid, Total | 14,840 | |
Less: Interest on lease payments | (3,507) | |
Operating lease liabilities | $ 11,333 | $ 12,611 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments under Noncancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Leases [Abstract] | |
2022 | $ 2,600 |
2023 | 2,389 |
2024 | 2,307 |
2025 | 2,284 |
2026 | 2,275 |
2027 and thereafter | 4,393 |
Future minimum lease payments, Total | $ 16,248 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
U.S government and agency securities | Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | $ 7,666 | |
Commercial Paper | Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 3,845 | |
Corporate securities | Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 9,045 | |
Fair Value, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability | 16,000 | $ 22,851 |
Assets Fair Value Disclosure | 9,381 | |
Fair Value, Recurring | Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 20,556 | |
Fair Value, Recurring | Blue Torch And GPO Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability | 2,978 | |
Fair Value, Recurring | U.S government and agency securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 2,997 | |
Fair Value, Recurring | U.S government and agency securities | Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 7,666 | |
Fair Value, Recurring | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 5,084 | |
Fair Value, Recurring | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 1,300 | |
Fair Value, Recurring | Commercial Paper | Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 3,845 | |
Fair Value, Recurring | Corporate securities | Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 9,045 | |
Fair Value, Recurring | Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability | 1,610 | 5,060 |
Fair Value, Recurring | Private Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability | 740 | 6,422 |
Fair Value, Recurring | Contingent Earnout Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability | 10,672 | 11,369 |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability | 1,610 | 5,060 |
Assets Fair Value Disclosure | 5,084 | |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Blue Torch And GPO Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | U.S government and agency securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | U.S government and agency securities | Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 5,084 | |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Commercial Paper | Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Corporate securities | Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability | 1,610 | 5,060 |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Private Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Fair Value, Recurring | Fair Value, Inputs, Level 1 | Contingent Earnout Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Fair Value, Recurring | Fair Value, Inputs, Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability | 3,718 | 6,422 |
Assets Fair Value Disclosure | 4,297 | |
Fair Value, Recurring | Fair Value, Inputs, Level 2 | Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 20,556 | |
Fair Value, Recurring | Fair Value, Inputs, Level 2 | Blue Torch And GPO Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability | 2,978 | |
Fair Value, Recurring | Fair Value, Inputs, Level 2 | U.S government and agency securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 2,997 | |
Fair Value, Recurring | Fair Value, Inputs, Level 2 | U.S government and agency securities | Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 7,666 | |
Fair Value, Recurring | Fair Value, Inputs, Level 2 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 2 | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 1,300 | |
Fair Value, Recurring | Fair Value, Inputs, Level 2 | Commercial Paper | Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 3,845 | |
Fair Value, Recurring | Fair Value, Inputs, Level 2 | Corporate securities | Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 9,045 | |
Fair Value, Recurring | Fair Value, Inputs, Level 2 | Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Fair Value, Recurring | Fair Value, Inputs, Level 2 | Private Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability | 740 | 6,422 |
Fair Value, Recurring | Fair Value, Inputs, Level 2 | Contingent Earnout Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability | 10,672 | 11,369 |
Assets Fair Value Disclosure | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Blue Torch And GPO Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | U.S government and agency securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | U.S government and agency securities | Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Commercial Paper | Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Corporate securities | Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets Fair Value Disclosure | 0 | |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Private Placement Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | Contingent Earnout Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 10,672 | $ 11,369 |
Fair Value Measurement - Schedu
Fair Value Measurement - Schedule of Quantitative Information Regarding Warrant Liability (Detail) | Jun. 30, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Private Warrants | Measurement Input Common Stock Fair Value | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.16 | 3.38 |
Private Warrants | Measurement Input, Exercise Price | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
Private Warrants | Measurement Input, Risk Free Interest Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.0298 | 0.0126 |
Private Warrants | Measurement Input, Price Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 7 | 7 |
Private Warrants | Measurement Input, Expected Dividend Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Private Warrants | Measurement Input, Expected Term | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Closing date of warrants | 4 years 1 month 6 days | 4 years 7 months 6 days |
Contingent Earnout Liability | Measurement Input Common Stock Fair Value | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.16 | 3.38 |
Contingent Earnout Liability | Measurement Input, Risk Free Interest Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.0298 | 0.0126 |
Contingent Earnout Liability | Measurement Input, Price Volatility | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 7 | 7 |
Contingent Earnout Liability | Measurement Input, Expected Dividend Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Contingent Earnout Liability | Measurement Input, Expected Term | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Closing date of warrants | 1 day | 1 day |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 13, 2022 | Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Common stock per share | $ 0.0001 | $ 0.0001 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.01 | |||
Silicon Valley Bank | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Class of warrants or right issued during period | 32,412 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.60 | |||
Conversion of Silicon Valley Bank warrants to common stock | $ 308 | |||
Public Warrants [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Class of warrants or right issued during the period | 11,499,992 | |||
Common stock per share | $ 0.0001 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |||
Private Placement Warrants [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Class of warrants or right issued during the period | 6,600,000 | |||
Common stock per share | $ 0.0001 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Change in Fair Value of The Warrant Liabilities (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Silicon Valley Bank | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Conversion of Silicon Valley Bank warrants to common stock | $ 308 | |
Fair Value, Inputs, Level 3 | Contingent Earnout Liability | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 11,369 | 0 |
Ending balance | 10,672 | 0 |
Exercise of warrants | 0 | |
Change in fair value included in other income (expense), net | (697) | 0 |
Fair Value, Inputs, Level 3 | Contingent Earnout Liability | Silicon Valley Bank | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Issuance of warrants | 0 | |
Fair Value, Inputs, Level 3 | Warrant Liability | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | 0 | 4,007 |
Change in fair value included in other income (expense), net | 10,176 | |
Ending balance | 0 | 13,600 |
Exercise of warrants | (891) | |
Change in fair value included in other income (expense), net | $ 0 | |
Fair Value, Inputs, Level 3 | Warrant Liability | Silicon Valley Bank | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Issuance of warrants | $ 308 |
Fair Value Measurement - Sche_2
Fair Value Measurement - Schedule of Cash and Cash Equivalents and Investments (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Debt Securities, Available-for-sale [Line Items] | |
Cash and Cash Equivalents and Investments, at Carrying Value | $ 72,531 |
Investments | |
Debt Securities, Available-for-sale [Line Items] | |
Cash and Cash Equivalents and Investments, at Carrying Value | 20,638 |
Cash and Cash Equivalents and Investments, Unrealized Gains | 0 |
Cash and Cash Equivalents and Investments, Unrealized Losses | (82) |
Cash and Cash Equivalents and Investments, Fair Value Disclosure | 20,556 |
Cash and Cash Equivalents | |
Debt Securities, Available-for-sale [Line Items] | |
Cash and Cash Equivalents and Investments, at Carrying Value | 72,532 |
Cash and Cash Equivalents and Investments, Unrealized Gains | 0 |
Cash and Cash Equivalents and Investments, Unrealized Losses | (1) |
Cash and Cash Equivalents and Investments, Fair Value Disclosure | 72,531 |
U.S government and agency securities | Investments | |
Debt Securities, Available-for-sale [Line Items] | |
Marketable Securities, Amortized Cost | 7,685 |
Marketable Securities, Unrealized Gains | 0 |
Marketable Securities, Unrealized Losses | (19) |
Marketable Securities, Fair Value | 7,666 |
U.S government and agency securities | Cash and Cash Equivalents | |
Debt Securities, Available-for-sale [Line Items] | |
Cash and Cash Equivalents and Investments, at Carrying Value | 2,998 |
Cash and Cash Equivalents and Investments, Unrealized Gains | 0 |
Cash and Cash Equivalents and Investments, Unrealized Losses | (1) |
Cash and Cash Equivalents and Investments, Fair Value Disclosure | 2,997 |
Money Market Funds | Cash and Cash Equivalents | |
Debt Securities, Available-for-sale [Line Items] | |
Cash and Cash Equivalents and Investments, at Carrying Value | 5,084 |
Cash and Cash Equivalents and Investments, Unrealized Gains | 0 |
Cash and Cash Equivalents and Investments, Unrealized Losses | 0 |
Cash and Cash Equivalents and Investments, Fair Value Disclosure | 5,084 |
Commercial Paper | Investments | |
Debt Securities, Available-for-sale [Line Items] | |
Marketable Securities, Amortized Cost | 3,873 |
Marketable Securities, Unrealized Gains | 0 |
Marketable Securities, Unrealized Losses | (28) |
Marketable Securities, Fair Value | 3,845 |
Commercial Paper | Cash and Cash Equivalents | |
Debt Securities, Available-for-sale [Line Items] | |
Cash and Cash Equivalents and Investments, at Carrying Value | 1,300 |
Cash and Cash Equivalents and Investments, Unrealized Gains | 0 |
Cash and Cash Equivalents and Investments, Unrealized Losses | 0 |
Cash and Cash Equivalents and Investments, Fair Value Disclosure | 1,300 |
Corporate securities | Investments | |
Debt Securities, Available-for-sale [Line Items] | |
Marketable Securities, Amortized Cost | 9,080 |
Marketable Securities, Unrealized Gains | 0 |
Marketable Securities, Unrealized Losses | (35) |
Marketable Securities, Fair Value | 9,045 |
Cash | Cash and Cash Equivalents | |
Debt Securities, Available-for-sale [Line Items] | |
Cash and Cash Equivalents and Investments, at Carrying Value | 63,150 |
Cash and Cash Equivalents and Investments, Unrealized Gains | 0 |
Cash and Cash Equivalents and Investments, Unrealized Losses | 0 |
Cash and Cash Equivalents and Investments, Fair Value Disclosure | $ 63,150 |
Fair Value Measurement - Amorti
Fair Value Measurement - Amortized cost and estimated fair value of marketable securities (Details) - Due in one year or less $ in Thousands | Jun. 30, 2022 USD ($) |
Debt Securities, Available-for-sale | |
Amortized Cost | $ 20,638 |
Fair Value | $ 20,556 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Cost of revenue | $ 9,573 | $ 3,727 | $ 19,419 | $ 7,055 |
SPIRA R L3 Harris Agreement | ||||
Fixed fees | 358 | |||
Revenue | 16,000 | 16,000 | ||
Cost of revenue | 1,263 | 2,515 | ||
Amortization of prepaid expenses | $ 189 | $ 367 | ||
Percentage of share payable | 30% | 30% |
Commitments and Contingencies_2
Commitments and Contingencies - Operational fees commitment (Details) - A&R L3Harris Agreement [Member] $ in Thousands | Jun. 30, 2022 USD ($) |
Remainder of 2022 | $ 2,148 |
2023 | 4,296 |
2024 | 4,296 |
2025 | 4,296 |
2026 | 4,296 |
2027 and thereafter | 19,690 |
Operating Fees Payments Due, Total | $ 39,022 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Proceeds from exercise of stock options | $ 796 | $ 673 |
Weighted average grant-date fair value | $ 4.96 | |
Employee Stock Option [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Purchase Price of Common Stock, Percent | 85% | |
Restricted Stock Units (RSUs) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Weighted average grant-date fair value | $ 2.66 | |
Unrecognized stock-based compensation expense | $ 36,229 | |
Unrecognized stock-based compensation expense, weighted-average recognition period | 2 years 6 months 18 days | |
Old Spire Options [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Stockholders Equity Note Stock Split Exchange Ratio | 1.8282 | |
2021 Equity Incentive Plan [Member] | Employee Stock Option [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Share based compensation arrangement,Number of shares available for grant under the plan | 3,194,000 | |
2021 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Share based compensation arrangement,Number of shares available for grant under the plan | 7,214,136 | |
2021 Equity Incentive Plan [Member] | Common Class A [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of shares issued under share-based payment arrangement | 23,951,000 | |
Percentage of Outstanding Stock Maximum | 5% |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Activity Under Stock Option Plan (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Options outstanding beginning balance | 21,263,847 | |
Number of options outstanding, Granted | 0 | |
Number of options outstanding ,Exercised | (494,664) | |
Number of options outstanding, Forfeited, canceled, or expired | (1,063,665) | |
Number of options outstanding ending balance | 19,705,518 | 21,263,847 |
Number of options outstanding, vested and expected to vest | 19,705,518 | |
Number of option outstanding Exercisable | 13,461,187 | |
Weighted- Average Exercise Price beginning balance | $ / shares | $ 2.40 | |
Weighted- Average Exercise Price, Exercised | $ / shares | 1.61 | |
Weighted- Average Exercise Price, Forfeited, canceled, or expired | $ / shares | 3.65 | |
Weighted- Average Exercise Price, ending balance | $ / shares | 2.35 | $ 2.40 |
Weighted- Average Exercise Price, Vested and expected to vest | $ / shares | 2.35 | |
Weighted- Average Exercise Price, Exercisable | $ / shares | $ 2.02 | |
Weighted- Average Remaining Contractual Term (in years) | 7 years 1 month 6 days | 7 years 2 months 12 days |
Vested and expected to vest weighted- average remaining contractual term (in years) | 7 years 1 month 6 days | |
Exercisable weighted- average remaining contractual term (in years) | 6 years 4 months 24 days |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of Restricted Stock Units Activity (Detail) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
RSU granted | $ 4.96 | |
Restricted Stock Units (RSUs) | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Beginning Balance | 783,902 | |
RSU granted | 10,001,120 | |
RSU vested | (25,345) | |
RSU forfeited | (264,448) | |
Ending Balance | 10,495,229 | |
Beginning Balance | $ 3.94 | |
RSU granted | 2.66 | |
RSU vested | 2.31 | |
RSU forfeited | 3.15 | |
Ending Balance | $ 2.74 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of the Stock Based Compensation Expense based on Roles and Responsibilities of the Employees (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | $ 2,909 | $ 1,994 | $ 5,198 | $ 4,501 |
Cost of Sales | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 43 | 26 | 120 | 44 |
Research and Development Expense | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 814 | 668 | 1,525 | 1,253 |
Selling and Marketing Expense | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 735 | 412 | 1,351 | 728 |
General and Administrative Expense | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | $ 1,317 | $ 888 | $ 2,202 | $ 2,476 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Jun. 30, 2022 | Jun. 13, 2022 | Dec. 31, 2021 |
Document Document And Entity Information [Line Items] | |||
Common stock per share | $ 0.0001 | $ 0.0001 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.01 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Earnings Per Share Basic and Diluted Attributable to Common Stockholders (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||
Net loss | $ (40,455) | $ (26,862) | $ (58,613) | $ (46,560) |
Denominator: | ||||
Weighted-average shares used in computing basic and diluted net loss per share | 139,687,475 | 18,642,269 | 139,482,147 | 18,190,329 |
Basic and diluted net loss per share | $ (0.29) | $ (1.44) | $ (0.42) | $ (2.56) |
Net Loss per Share - Schedule_2
Net Loss per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 51,995,619 | 104,985,696 |
Stock Options To Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 19,705,518 | 22,705,021 |
Public And Private Warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 18,099,992 | |
RSU Shares [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 10,495,229 | |
Blue Torch And GPO Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 3,694,880 | |
Convertible Preferred Stock (if-converted) [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 42,873,691 | |
Warrants For The Purchase Of Common Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 2,383,298 | |
Convertible Notes (if-converted) [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 37,023,686 |