Exhibit 99.1
EFiled: Mar 17 2023 09:32AM EDT
Transaction ID 69571658
Case No. 2023-0331-
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
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IN RE SPIRE GLOBAL, INC. ) C.A. No. 2023-
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VERIFIED PETITION FOR RELIEF UNDER 8 DEL. C. § 205
Petitioner Spire Global, Inc. (“New Spire”) brings this petition for relief pursuant to Section 205 of the Delaware General Corporation Law:
NATURE OF THE ACTION
FOURTH. The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the
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Corporation is authorized to issue is 111,000,000, consisting of
New Spire believes that the Old Charter authorized two classes of stock, common and preferred, and two series of the common class, which were referred to in the Old Charter as Class A Common Stock and Class B Common Stock notwithstanding each was issued as a series (referred to herein as “Old Class A Common Stock” and “Old Class B Common Stock”).1
Effective immediately upon the effectiveness of the filing of this Amended and Restated Certificate (the “Effective Time”), each one share of the Corporation’s Class B Common Stock, par value
$0.0001 per share (the “Old B Stock”), that was issued and outstanding or held in treasury immediately prior to the Effective Time shall automatically be reclassified, exchanged and changed into one validly issued, fully paid and non-assessable share of Class A Common Stock of the Corporation, par value $0.0001 per share (the “Class A Common Stock” and such reclassification, exchange and change, the “Reclassification”). .
. . After giving effect to the Reclassification described above, the total number of shares of stock that the Corporation shall have authority to issue is set forth below:
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1 Another Article of the Old Charter referenced “series of Common Stock,” thereby reinforcing the conclusion that, notwithstanding how they are named in the Old Charter, the Old Class A Common Stock and the Old Class B Common Stock were two series of the common stock class.
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The Corporation is authorized to issue three classes of stock to be designated, respectively, Class A Common Stock, Class B Common Stock, and Preferred Stock. The total number of shares of Class A Common Stock authorized to be issued is 1,000,000,000 shares, par value $0.0001 per share. The total number of shares of Class B Common Stock authorized to be issued is 15,000,000 shares, par value $0.0001 per share. The Class A Common Stock and Class B Common Stock are referred to together as “Common Stock”. The total number of shares of Preferred Stock authorized to be issued is 100,000,000 shares, par value $0.0001 per share. (bold and italics in original).
New Spire believes that the New Charter authorized the issuance of three classes of stock, Class A Common Stock, Class B Common Stock and Preferred Stock, and increased the number of authorized shares in each class when compared to the number of class/series shares authorized under the Old Charter. The New Charter also changed the old series A and B common from being issued in series under the Old Charter to being issued in classes under the New Charter.
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or series (second sentence) of stock must, voting as a separate class or series, approve any charter amendment that adversely “alter[s] or change[s] the powers, preferences or special rights” of the class or series.
.” and since the vote adopting the New Charter was not structured as series-by-series,
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New Spire wishes to resolve any doubts about the validity of the New Charter and the stock issued thereunder.
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that was authorized under the New Charter in exchange for their Old Spire shares, and certain Old Spire stockholders have purchased millions of New Spire’s Class B common Stock.
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FACTUAL ALLEGATIONS
FOURTH. The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 111,000,000, consisting of
New Spire believes that the Old Charter authorized two classes of stock, common and preferred, and two series of the common class, which were referred to in the Old Charter as Class A Common Stock and Class B Common Stock notwithstanding each was issued as a series.
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2 Amended and Restated Certificate of Incorporation of NavSight Holdings, Inc. (“Old Charter,” Ex. B).
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The Business Combination Agreement
The Proxy Statement and Authorized Share Amendment
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Charter. Running 692 pages including attachments, the proxy mapped out the proposed transaction’s mechanics, its anticipated chronology and the resulting capital structure of New Spire. The proxy advised NavSight’s stockholders that there would be a meeting on August 13, 2021, to vote on the proposed de-SPAC and related issues.
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Effective immediately upon the effectiveness of the filing of this Amended and Restated Certificate (the “Effective Time”), each one share of the Corporation’s Class B Common Stock, par value
$0.0001 per share (the “Old B Stock”), that was issued and outstanding or held in treasury immediately prior to the Effective Time shall automatically be reclassified, exchanged and changed into one validly issued, fully paid and non-assessable share of Class A Common Stock of the Corporation, par value $0.0001 per share (the “Class A Common Stock” and such reclassification, exchange and change, the “Reclassification”). .
. . After giving effect to the Reclassification described above, the total number of shares of stock that the Corporation shall have authority to issue is set forth below:
The Corporation is authorized to issue three classes of stock to be designated, respectively, Class A Common Stock, Class B Common Stock, and Preferred Stock. The total number of shares of Class A Common Stock authorized to be issued is 1,000,000,000 shares, par value $0.0001 per share. The total number of shares of Class B Common Stock authorized to be issued is 15,000,000 shares, par value $0.0001 per share. The Class A Common Stock and Class B Common Stock are referred to together as “Common Stock”. The total number of shares of Preferred Stock authorized to be issued is 100,000,000 shares, par value $0.0001 per share. (bold and italics in original).
Ex. C at Annex B, Article IV.
Shareholders Approve the New Charter
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3 The Old Charter authorized the issuance of preferred stock, but NavSight did not issue any preferred stock prior to the de-SPAC.
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Stock voted together on the Authorized Shares Amendment. As disclosed in the company’s August 13, 2021 Form 8-K, the Authorized Shares Amendment was approved by 14,695,993 shares, a majority of the 28,531,727 shares entitled to vote, and over 82% of the 17,866,883 shares present at the meeting.
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a series-by-series vote was necessary. Third, no one challenged the validity of the New Charter or questioned whether the Authorized Shares Amendment was validly adopted (circumstances that remain true today). Fourth, it had been customary for SPACs to require that organizational document amendments be approved by a majority of the SPACs Class A and Class B common stockholders voting as a single class.
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Uncertainty Regarding Compliance with DGCL
Section 242(b)(2), the New Charter and Stock Issued by New Spire
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of authorized shares under the Old Charter, raise questions regarding whether the Authorized Shares Amendment should have been approved on a series-by-series basis and thereby cloud the validity of the New Charter and the stock issued pursuant thereto.
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market disruption, disrupt the company’s commercial relationships, result in claims from holders of such shares, and lead to consequent loss of value for New Spire’s stockholders and loss of eligibility to remain a publicly traded company. Moreover, New Spire cannot determine with complete certainty if stockholders hold putative stock and, if so, which stockholders hold valid stock, creating uncertainty as to past and future voting results. In addition, New Spire needs to raise additional capital to execute its business plan, continue ongoing operations and remain a going concern. Any uncertainty regarding the validity of its stock would likely prevent New Spire from raising additional capital through other sales of securities and continuing as a going concern. New Spire also relies on using its available shares to compensate its employees, directors and officers with stock-based compensation. New Spire also has an upcoming annual meeting and needs to know how many shares it has outstanding and which can vote, otherwise its stockholders may be disenfranchised by this uncertainty.
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the vote on the Authorized Shares Amendment and the Class A Common Stock has been actively traded on the New York Stock Exchange since that date. Thus, the company has no practicable ability to effectively trace the shares that were issued prior to the approval of the Authorized Shares Amendment.
The Section 205(d) Criteria are Satisfied
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understood, expected, and accepted by all participants at the time. The significant passage of time since the adoption of the New Charter and the absence of any doubt as to its validity until Boxed was decided strongly indicate that stockholders and market participants expected the New Charter to be valid and relied—and continue to rely—on its validity. The only harm would occur if this Petition is not granted.
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by investors every day. In connection with the adoption of the New Charter, the Old Class B Common Stock was converted into New Spire’s Class A Common Stock (resulting in an amendment of their rights), and the holders of the Old Class B Common Stock were replaced by different investors who purchased New Spire’s Class B Common Stock. As a result, the identity of the stockholders entitled to participate in a Section 204 vote is itself uncertain. In addition, New Spire’s current stockholder base is composed of many retail investors who often do not return proxies and are not expected to timely respond to the company’s solicitation, if at all. Accordingly, relief under Section 205 is the most timely and efficient, and perhaps only, recourse available to place New Spire and its investors in the position in which they believed themselves to be following the de- SPAC.
COUNT ONE
(Validation of the New Charter under 8 Del. C. § 205)
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defective corporate act validated by the Court shall be effective as of the time of the defective corporate act.”4
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4 8 Del. C. § 205(a)(4), (b)(8).
5 8 Del. C. § 204(h)(2).
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de-SPAC, New Spire has reflected such shares as issued and outstanding in all subsequent SEC filings, financial statements, and third-party agreements requiring it to quantify them.
COUNT TWO
(Validation of Issuances of Securities under 8 Del. C. § 205)
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PRAYER FOR RELIEF
WHEREFORE, New Spire respectfully requests that this Court enter an order in the form attached hereto (Ex. D):
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Dated: March 17, 2023 FAEGRE DRINKER BIDDLE & REATH LLP
/s/ Todd C. Schiltz
Todd C. Schiltz (#3253) Renee M. Dudek (#6623)
222 Delaware Avenue, Suite 1410
Wilmington, DE 19801
(302) 467-4200
Todd.Schiltz@faegredrinker.com
Attorneys for Petitioner
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