| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 19, 2022, Spire Global, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company (the “Warrant Agent”), entered into an amendment (the “Warrant Amendment”) to the Warrant Agreement, dated as of September 9, 2020 (the “Warrant Agreement”), by and between NavSight Holdings, Inc., the Company’s predecessor (“NavSight”) and the Warrant Agent. The Warrant Amendment was entered into in connection with the closing of the Company’s Offer and Consent Solicitation, described in Item 5.07 below.
The Warrant Amendment amends the Warrant Agreement to provide the Company with the right to require the exchange of the Company’s remaining outstanding Warrants (as defined below) for shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), at an exchange ratio of 0.18 shares of Class A Common Stock for each Warrant. The Company has the right to require the exchange of not less than all of the Warrants at any time while such Warrants are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the registered holders of the outstanding Warrants at least fifteen days prior to the date of exchange fixed by the Company.
On December 19, 2022, the Company exercised its right to acquire and retire all remaining outstanding Warrants in exchange for shares of Class A Common Stock in accordance with the terms of the Warrant Amendment. The Company has fixed the date for such exchange as January 4, 2023. The last day of trading for the Warrants will be January 3, 2023. Following such exchange, none of the Warrants will remain outstanding. Warrants to purchase 3,694,800 shares of Class A Common Stock issued in connection with the Company’s Blue Torch Financing were not part of the Offer and will remain outstanding.
The foregoing description of the Warrant Amendment is qualified in its entirety by reference to the Warrant Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 3.03. | Material Modifications to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
As previously disclosed, including in the final Prospectus/Offer to Exchange filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on December 7, 2022 in connection with the Company’s offer to each holder of the Company’s outstanding Warrants, consisting of (i) public warrants to purchase shares of Class A Common Stock, which trade on the New York Stock Exchange under the symbol “SPIR.WS” and were issued under the Warrant Agreement in connection with NavSight’s initial public offering (“IPO”) (the “Public Warrants”) and (ii) private warrants to purchase shares of Class A Common Stock issued under the Warrant Agreement in a private placement simultaneously with the IPO (the “Private Warrants” and, together with the Public Warrants, the “Warrants”), to receive 0.2 shares of Class A Common Stock in exchange for each outstanding Warrant tendered by the holder and exchanged pursuant to the offer (the “Offer”), the Company solicited consents (the “Consent Solicitation”) from holders of its outstanding Public Warrants to approve the Warrant Amendment.
The Offer and Consent Solicitation expired at 11:59 p.m., Eastern Time, on December 14, 2022. A total of 9,956,489 Public Warrants, or approximately 87% of the 11,499,982 outstanding Public Warrants, were tendered and not withdrawn in the Offer, and therefore consented to the Warrant Amendment. Because consents were received from holders of more than 65% of the Company’s outstanding Public Warrants, the Warrant Amendment was approved. All 6,600,000 Private Warrants were also tendered and not withdrawn in the Offer.
On December 19, 2022, the Company issued a press release announcing the closing of the Offer and Consent Solicitation and the entry into the Warrant Amendment.
At closing, the Company issued 3,311,286 shares of Class A Common Stock in exchange for the Warrants tendered in the Offer.
