13.Information on Segment Reporting
The Company operates as one reportable and operating segment, which derives revenue from the sale of subscription-based data, insights, predictive analytics and related project-based services to global customers across a range of industries. All of the segment’s activities are interrelated, and each activity is dependent upon and supportive of the other. Accordingly, all significant operating decisions are based upon analysis of the Company at the consolidated level.
The Company’s chief operating decision maker (“CODM”), who is the Company’s chief executive officer, regularly reviews consolidated net (loss) income as reported in the condensed consolidated statements of operations, along with other financial information presented on a consolidated basis, for purposes of making operating decisions, assessing financial performance and allocating resources. The CODM measures performance and how to allocate resources for the segment primarily based on net (loss) income, revenue, and gross margin. The CODM’s objective is to make resource allocation decisions that optimize the Company’s consolidated financial results by monitoring actual results compared to forecasted results.
The measure of segment assets is reported as total assets on the condensed consolidated balance sheets and total capital expenditures for additions to long-lived assets, which were $8.0 million and $8.9 million, for the three months ended March 31, 2026 and 2025, respectively.
The following table includes segment revenue and significant segment expenses:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2026 |
|
|
2025 |
|
Revenue |
|
$ |
15,834 |
|
|
$ |
23,876 |
|
Less: |
|
|
|
|
|
|
Employee expense (a) |
|
|
18,929 |
|
|
|
20,296 |
|
Equipment and software expenses (b) |
|
|
4,906 |
|
|
|
10,319 |
|
Depreciation and amortization |
|
|
3,018 |
|
|
|
4,413 |
|
Professional services |
|
|
8,974 |
|
|
|
8,872 |
|
Facilities expense (b) |
|
|
1,188 |
|
|
|
1,049 |
|
Contractor expense |
|
|
562 |
|
|
|
378 |
|
Other operating and marketing expenses |
|
|
1,291 |
|
|
|
1,279 |
|
Loss on decommissioned satellites and disposal of assets |
|
|
909 |
|
|
|
5,129 |
|
Interest expense |
|
|
— |
|
|
|
5,730 |
|
Change in fair value of contingent liability and warrant liabilities |
|
|
120 |
|
|
|
(6,874 |
) |
Other segment items (c) |
|
|
1,780 |
|
|
|
(3,200 |
) |
Segment net loss |
|
$ |
(25,843 |
) |
|
$ |
(23,515 |
) |
(a) Employee expense included stock-based compensation expense of $4.0 million and $4.9 million for the three months ended March 31, 2026 and 2025, respectively.
(b) In the second quarter of 2025, the Company reclassified certain expenses from Facilities expense to Equipment and software expenses within its segment reporting to better reflect the nature of the costs. Prior period amounts have been recast to conform to the current year period presentation. This reclassification impacted only the composition of the expense categories regularly provided to the Company’s CODM and had no impact on total segment expenses, the condensed consolidated statements of operations, or loss per share.
(c) Other segment items included in segment net loss include foreign exchange (gain) loss, income tax (benefit) provision, equity investment loss, travel and meals expenses, and interest income.
On April 8, 2026, the Company entered into a securities purchase agreement (the “2026 Purchase Agreement”) with the purchasers named therein for the private placement (the “2026 Private Placement”) of 5,000,000 shares of the Company’s Class
•Space Reconnaissance: Mission critical satellite data supporting intelligence, and national security operations;
•Aviation: Insights for highly accurate aircraft monitoring, safety and route optimization;
•Weather and Climate: Data, insights, and predictive AI analytics for advanced weather forecasts that power high impact decisions:
•Space Services: Low risk, quick delivery development life cycle and proprietary infrastructure providing space-as-a-service; and
•Maritime: Precise space-based data used for highly accurate ship monitoring, ship safety, and route optimization, the majority of which was sold in the Maritime Transaction.
We also offer research and development services (“R&D Services”) to third parties, for the advancement of contracted satellite technologies. In addition to providing R&D Services, we grant the counterparty a license to the developed intellectual property.
Recent Developments
On April 8, 2026, we entered into the 2026 Securities Purchase Agreement with the purchasers named therein for the 2026 Private Placement of 5,000,000 shares of our Class A common stock at a purchase price of $14.00 per share. The aggregate net proceeds from the 2026 Private Placement were approximately $65.5 million, and the 2026 Private Placement closed on April 10, 2026.
Highlights from the Three Months Ended March 31, 2026
•We successfully launched 19 satellites across two missions.
•We successfully received the first data from our Hyperspectral Sounder demonstrator satellite.
•We successfully launched our seventh Optical Inter-Satellite Link satellite, marking a further development in our capabilities for direct optical communication between satellites.
•We successfully demonstrated single-satellite RFGL techniques on orbit, including the detection and geolocation of S-band and X-band radio frequency signals.
Key Factors Affecting Our Performance
We believe that our current and future performance depends on many factors, including, but not limited to, those described below. While these areas present significant opportunity, they also present risks that we must manage to achieve successful results. For additional information about these risks, see the section titled “Risk Factors” in Part I, Item 1A of our 2025 Form 10-K. If we are unable to address these risks, our business and results of operations could be adversely affected.
Expansion of and Further Penetration of Our Customer Base
We employ a “land and expand” business model that focuses on efficiently acquiring new customers (“land”) and then growing our relationships with these customers over time (“expand”). We have the ability to offer customers additional data sets and a variety of enhanced features that potentially grow the value of the services for which our customers contract with us. Our future revenue growth and profitability are dependent upon our ability to continue to land new customers and then expand adoption of our solutions within their organizations.
Expansion into New Industries and Geographies
As our solutions grow, we continue to focus on further penetration of current and target governments and industries including agriculture, logistics, financial services, insurance, aviation operations, energy and academia, among others. We are also investing sales and marketing resources into additional geographies. Our revenue growth is dependent upon our ability to continue to expand into new industries and geographies. The costs associated with these expansions may adversely affect our results of operations.
Key Business Metrics
We primarily use remaining performance obligations (“RPO”) and Adjusted EBITDA to help us evaluate our business, identify trends, and make strategic decisions. For further information regarding Adjusted EBITDA, see “Non-GAAP Financial Measures” below.
Remaining Performance Obligations
RPO represents the total amount of contracted revenue that has not yet been recognized, which includes contract liabilities and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods.
As of March 31, 2026, we expect to recognize our RPO over the following future periods (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, 2026 |
|
1 to 12 months(1) |
|
$ |
62,315 |
|
|
|
34 |
% |
13 to 24 months(1) |
|
|
58,547 |
|
|
|
32 |
% |
25 to 36 months(1) |
|
|
46,754 |
|
|
|
25 |
% |
37 to 48 months |
|
|
11,681 |
|
|
|
6 |
% |
Remaining |
|
|
5,513 |
|
|
|
3 |
% |
Total |
|
$ |
184,810 |
|
|
|
100 |
% |
(1) On April 23, 2026, a customer provided the Company with written notice of a contract termination, effective immediately. For additional information, see Note 14 to our condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q. As of March 31, 2026, contracted future revenue related to this contract is included in the remaining performance obligations, as disclosed above. Approximately $8.1 million, $19.7 million, and $14.5 million of revenue previously expected to be recognized within the next 12 months, 13 to 24 months, and 25 to 36 months, respectively, will not be recognized as a result of this termination.
Components of Results of Operations
Revenue
We derive revenue from providing data, insights and access to our cloud-based technology platform sold on a subscription basis. Some of our customer arrangements include additional performance obligations that encompass the delivery of specific goods, services or intellectual property apart from the ongoing services provided on a subscription basis, which may impact the timing of revenue recognition. Additionally, some of our customer arrangements include material rights to receive discounted subscription services in the future, which impacts the timing of revenue recognition.
Subscription periods for our solutions generally range from one to two years and are typically non-cancelable, with customers having the right to terminate their agreements only if we materially breach our obligations under the agreement. Our subscription fees are typically billed either monthly or quarterly in advance. For additional information related to our revenue recognition, see Notes 2 and 3 to our consolidated financial statements included in Part II, Item 8 of the 2025 Form 10-K.
Cost of Revenue
Cost of revenue consists primarily of personnel costs, depreciation, hosted infrastructure and high-power computing costs, third-party operating and royalty costs associated with delivering data and services to customers, costs associated with R&D Services, allocated overhead costs and amortization of purchased intangibles (e.g., customer relationships and developed technology). Overhead costs primarily include allocable amounts of utilities, rent, depreciation expense on assets used directly in revenue-producing activities, indirect materials, production and test administration expenses, and repairs and maintenance.
Operating Expenses
Research and Development. Research and development expenses consist primarily of employee-related expenses, third-party consulting fees, and computing costs. Our research and development efforts are focused on improving our satellite technology, developing new data sets, developing new algorithms, enhancing our smart and predictive analytics, and enhancing the ease of use and utility of our space-based data solutions.
Sales and Marketing. Sales and marketing expenses consist primarily of employee-related expenses, sales commissions, marketing and advertising costs, costs incurred in the development of customer relationships, brand development costs, travel-related expenses, allowance for current expected credit losses, and amortization of purchased intangible assets.
General and Administrative. General and administrative expenses consist of employee-related expenses for personnel in our executive, finance and accounting, facilities, legal, human resources, and management information systems functions, as well as other administrative employees. In addition, general and administrative expenses include costs related to external legal fees, corporate insurance, accounting, tax and audit fees, office facilities, software subscription, and other corporate.
Loss on Decommissioned Satellites and Other Assets Write-offs. Loss on decommissioned satellites consists of the write-off of remaining capitalized costs related to the manufacture and launch of satellites that are deorbited, decommissioned, or otherwise fail before the end of their useful lives. Other assets write-offs primarily consist of assets not placed into service and deemed obsolete without future economic benefit.
Other Income (Expense)
Interest Income. Interest income includes interest earned on our cash balances and short-term marketable securities.
Interest Expense. Interest expense primarily includes interest costs associated with our debt and amortization of deferred financing costs.
Change in Fair Value of Contingent Earnout Liability. Change in fair value of contingent earnout liability includes mark-to-market adjustments to reflect changes in the fair value of the contingent earnout liability.
Change in Fair Value of Warrant Liabilities. Change in fair value of warrant liabilities includes mark-to-market adjustments to reflect changes in fair value of warrant liabilities and the exchange of warrants for common stock.
Foreign Exchange Gain/Loss. Foreign exchange gain/loss consists of the net effect of realized and unrealized foreign currency gains and losses resulting from changes in the currency exchange rates for transactions denominated in non-functional currency relative to each subsidiary’s functional currency. We use the local currency as our functional currency for our subsidiaries in Luxembourg, the United Kingdom, Singapore, Germany, and Canada.
Other Expense, Net. Other expense, net consists primarily of tax credits, grant income, share of equity investment loss, write-off of certain prepaid assets, and liquidated damages paid to investors in the 2025 Private Placement (as defined in “Liquidity and Capital Resources” below).
Income Tax Provision (Benefit)
The provision (benefit) for income taxes consists of federal income taxes in the U.S. and income taxes in certain foreign jurisdictions. We do not provide for income taxes on undistributed earnings of our foreign subsidiaries since we intend to invest these earnings outside of the U.S. permanently. We account for income taxes using the asset and liability method, whereby deferred tax assets and liabilities are recognized based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted rates and laws that will be in effect when the differences are expected to reverse.
Results of Operations
Three Months Ended March 31, 2026, Compared to Three Months Ended March 31, 2025
The following tables set forth selected condensed consolidated statements of operations data for each of the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
(in thousands) |
|
2026 |
|
|
2025 |
|
Revenue |
|
$ |
15,834 |
|
|
$ |
23,876 |
|
Cost of revenue |
|
|
9,529 |
|
|
|
15,164 |
|
Gross profit |
|
|
6,305 |
|
|
|
8,712 |
|
Operating expenses: |
|
|
|
|
|
|
Research and development |
|
|
8,699 |
|
|
|
8,659 |
|
Sales and marketing |
|
|
3,146 |
|
|
|
5,531 |
|
General and administrative |
|
|
18,126 |
|
|
|
17,650 |
|
Loss on decommissioned satellites and other assets write-offs |
|
|
909 |
|
|
|
5,160 |
|
Total operating expenses |
|
|
30,880 |
|
|
|
37,000 |
|
Loss from operations |
|
|
(24,575 |
) |
|
|
(28,288 |
) |
Other (expense) income: |
|
|
|
|
|
|
Interest income |
|
|
474 |
|
|
|
20 |
|
Interest expense |
|
|
— |
|
|
|
(5,730 |
) |
Change in fair value of contingent earnout liability |
|
|
— |
|
|
|
1,038 |
|
Change in fair value of warrant liabilities |
|
|
(120 |
) |
|
|
5,837 |
|
Foreign exchange (loss) gain |
|
|
(1,628 |
) |
|
|
3,826 |
|
Other income (expense), net |
|
|
61 |
|
|
|
(224 |
) |
Total other (expense) income, net |
|
|
(1,213 |
) |
|
|
4,767 |
|
Loss before income taxes |
|
|
(25,788 |
) |
|
|
(23,521 |
) |
Income tax provision (benefit) |
|
|
55 |
|
|
|
(6 |
) |
Net loss |
|
$ |
(25,843 |
) |
|
$ |
(23,515 |
) |
Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
% |
|
(dollars in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
Revenue |
|
$ |
15,834 |
|
|
$ |
23,876 |
|
|
|
(34 |
)% |
Total revenue decreased $8.0 million, or 34%, for the three months ended March 31, 2026, compared with the three months ended March 31, 2025. This decrease was primarily driven by a decrease in revenue of $9.7 million due to the Maritime Transaction, partially offset by an increase in revenue of $1.5 million from additional data purchases by the National Oceanic and Atmospheric Administration and an increase in revenue of $0.2 million from new customers.
Our diversification across government and commercial customers worldwide strengthens our business by providing multiple sources of demand and reducing reliance on any single customer or geographic region. The following tables present revenue disaggregated between government and commercial customers and by geographic region.
Revenue by customer type:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
(dollars in thousands) |
|
2026 |
|
|
2025 |
|
Commercial |
|
$ |
8,342 |
|
|
|
53 |
% |
|
$ |
15,774 |
|
|
|
66 |
% |
Government |
|
|
7,492 |
|
|
|
47 |
% |
|
|
8,102 |
|
|
|
34 |
% |
Total revenue |
|
$ |
15,834 |
|
|
|
100 |
% |
|
$ |
23,876 |
|
|
|
100 |
% |
Revenue by geographic region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
(dollars in thousands) |
|
2026 |
|
|
2025 |
|
Americas |
|
$ |
10,283 |
|
|
|
65 |
% |
|
$ |
13,580 |
|
|
|
57 |
% |
EMEA |
|
|
5,132 |
|
|
|
32 |
% |
|
|
8,217 |
|
|
|
34 |
% |
Asia Pacific |
|
|
419 |
|
|
|
3 |
% |
|
|
2,079 |
|
|
|
9 |
% |
Total revenue |
|
$ |
15,834 |
|
|
|
100 |
% |
|
$ |
23,876 |
|
|
|
100 |
% |
Cost of Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
% |
|
(dollars in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
Cost of revenue |
|
$ |
9,529 |
|
|
$ |
15,164 |
|
|
|
(37 |
)% |
Gross profit |
|
|
6,305 |
|
|
|
8,712 |
|
|
|
(28 |
)% |
Gross margin |
|
|
40 |
% |
|
|
36 |
% |
|
|
|
Cost of revenue decreased $5.6 million, or 37%, for the three months ended March 31, 2026, compared with the three months ended March 31, 2025. This decrease was primarily due to a decrease of $5.2 million in software expense and a decrease of $1.6 million in depreciation expense, partially offset by an increase of $0.7 million in personnel costs and an increase of $0.3 million in professional fees.
The decrease of $5.2 million in software expense was driven by a downlink data service cost incurred in the three months ended March 31, 2025 that did not recur in the three months ended March 31, 2026, and a decrease due to the Maritime Transaction.
Gross margin was 40% and 36% for the three months ended March 31, 2026 and 2025, respectively. The increase was driven by the reduction in cost of revenue described above.
Operating Expenses
Operating expenses consist of our research and development, our sales and marketing, and our general and administrative expenses, as well as loss on decommissioned satellites and other asset write offs in some periods. As we continue to invest in our growth, we expect our operating expenses to increase in absolute dollars as revenue grows. However, we expect our operating expenses as a percentage of revenue to decrease over time.
Research and Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
% |
|
(dollars in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
Research and development |
|
$ |
8,699 |
|
|
$ |
8,659 |
|
|
|
0 |
% |
Percentage of total revenue |
|
|
55 |
% |
|
|
36 |
% |
|
|
|
Research and development expenses for the three months ended March 31, 2026 were comparable to the three months ended March 31, 2025. Personnel costs increased $0.3 million primarily driven by lower R&D Services activity, which reduced the proportion of costs allocated to cost of revenue, and higher stock-based compensation. This increase was partially offset by lower equipment expenses.
Sales and Marketing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
% |
|
(dollars in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
Sales and marketing |
|
$ |
3,146 |
|
|
$ |
5,531 |
|
|
|
(43 |
)% |
Percentage of total revenue |
|
|
20 |
% |
|
|
23 |
% |
|
|
|
Sales and marketing expenses decreased $2.4 million, or 43%, for the three months ended March 31, 2026, compared with the three months ended March 31, 2025. This decrease was driven by a decrease of $2.4 million in personnel costs primarily due to lower headcount and stock-based compensation following the Maritime Transaction.
General and Administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
% |
|
(dollars in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
General and administrative |
|
$ |
18,126 |
|
|
$ |
17,650 |
|
|
|
3 |
% |
Percentage of total revenue |
|
|
114 |
% |
|
|
74 |
% |
|
|
|
General and administrative expenses increased $0.5 million, or 3%, for the three months ended March 31, 2026, compared with the three months ended March 31, 2025. This increase was due to an increase of $0.2 million in travel and expense costs and an increase of $0.1 million in facilities expense.
Loss on Decommissioned Satellites and Other Assets Write-offs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
% |
|
(dollars in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
Loss on decommissioned satellites and other assets write-offs |
|
$ |
909 |
|
|
$ |
5,160 |
|
|
|
(82 |
)% |
Percentage of total revenue |
|
|
6 |
% |
|
|
22 |
% |
|
|
|
Loss on decommissioned satellites and other assets write-offs decreased $4.3 million, or 82%, for the three months ended March 31, 2026, compared with the three months ended March 31, 2025. This decrease was driven by the decision to discontinue support for three underperforming satellites in the three months ended March 31, 2025, compared to the deorbiting of one satellite in the three months ended March 31, 2026.
Other (Expense) Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
% |
|
(dollars in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
Interest income |
|
$ |
474 |
|
|
$ |
20 |
|
|
|
2,270 |
% |
Interest expense |
|
$ |
— |
|
|
$ |
(5,730 |
) |
|
|
(100 |
)% |
Change in fair value of contingent earnout liability |
|
$ |
— |
|
|
$ |
1,038 |
|
|
|
(100 |
)% |
Change in fair value of warrant liabilities |
|
$ |
(120 |
) |
|
$ |
5,837 |
|
|
|
(102 |
)% |
Foreign exchange (loss) gain |
|
$ |
(1,628 |
) |
|
$ |
3,826 |
|
|
|
(143 |
)% |
Other income (expense), net |
|
$ |
61 |
|
|
$ |
(224 |
) |
|
|
(127 |
)% |
Interest income increased by $0.5 million, or 2,270%, for the three months ended March 31, 2026, compared with the three months ended March 31, 2025. This increase was primarily due to higher average balances held in marketable securities as a result of the proceeds received via the close of the Maritime Transaction on April 25, 2025.
Interest expense decreased by $5.7 million, or 100%, for the three months ended March 31, 2026, compared with the three months ended March 31, 2025, due to the repayment of our outstanding debt on April 25, 2025.
There was no change in fair value of contingent earnout liability for the three months ended March 31, 2026. For the three months ended March 31, 2025,we recorded a gain of $1.0 million. The gain in the three months ended March 31, 2025 was primarily due to a decrease in fair value resulting from a decline in the price of our Class A common stock. The liability is scheduled to expire in August 2026, and the probability of achieving the earnout target is considered to be zero.
Change in fair value of warrant liabilities was a loss of $0.1 million for the three months ended March 31, 2026, compared to a gain of $5.8 million for the three months ended March 31, 2025. The gain in the three months ended March 31, 2025 was primarily due to a decrease in fair value resulting from a decline in the price of our Class A common stock. In addition, all
warrants other than the Urgent Warrants were exercised on or before June 20, 2025; as a result, those warrants no longer impact changes in fair value of warrant liabilities subsequent to that date. For additional information regarding our warrants and the definition of Urgent Warrants, see Note 8 to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
We recognized a foreign exchange loss of $1.6 million for the three months ended March 31, 2026, compared to a gain of $3.8 million for the three months ended March 31, 2025, representing a year-over-year change of $5.4 million. The loss in the three months ended March 31, 2026 was primarily driven by the remeasurement of intercompany balances denominated in U.S. dollars held by our Luxembourg, Germany and U.K. entities and owed to our U.S. entity resulting from the strengthening of the U.S. dollar relative to the Euro and the British Pound Sterling. The gain in 2025 was primarily driven by the remeasurement of intercompany balances denominated in U.S. dollars held by our Luxembourg and U.K. entities and owed to our U.S. entity resulting from the weakening of the U.S. Dollar relative to the Euro and the British Pound Sterling.
Other income (expense), net improved $0.3 million, or 127% for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. This improvement was due to a decrease of $0.2 million in equity investment losses.
Income Tax Provision
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
% |
|
(dollars in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
Income tax provision (benefit) |
|
$ |
55 |
|
|
$ |
(6 |
) |
|
|
(1,017 |
)% |
Provision for income taxes for the three months ended March 31, 2026 was primarily due to the increase in pre-tax book income for our U.K. and Canadian entities.
Non-GAAP Financial Measures
We believe that in addition to our results determined in accordance with Generally Accepted Accounting Principles (“GAAP”), non-GAAP earnings before interest, taxes, depreciation, and amortization (“EBITDA”) is useful in evaluating our business, results of operations and financial condition. We believe that this non-GAAP financial measure may be helpful to investors because it provides consistency and comparability with past financial performance and facilitates period-to-period comparisons of operations, as this eliminates the effects of certain variables that we do not believe reflect our underlying business performance. In addition to our GAAP measures, we use this non-GAAP financial measure internally for budgeting and resource allocation purposes and in analyzing our financial results.
We define EBITDA as net loss, plus depreciation and amortization expense, plus interest, net, and plus income tax provision. EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.
We define Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, further adjusted for any gain on sale of a business, loss on extinguishment of debt, change in fair value of contingent earnout liability, change in fair value of warrant liabilities, issuance of stock warrants, foreign exchange (gain) loss, other (income) expense, net, stock-based compensation, mergers and acquisition related expenses, loss on decommissioned satellites and other assets write-offs, other unusual and infrequent costs, and other acquisition accounting amortization. We believe Adjusted EBITDA can be useful in providing an understanding of the underlying results of operations and trends, an enhanced overall understanding of our financial performance and prospects for the future. While Adjusted EBITDA is not a recognized measure under GAAP, management uses this financial measure to evaluate and forecast business performance. Adjusted EBITDA is not intended to be a measure of liquidity or cash flows from operations or a measure comparable to net loss as it does not take into account certain requirements, such as capital expenditures and related depreciation, interest payments, tax benefits, stock-based compensation, other unusual and infrequent costs, and other acquisition accounting amortization.
Adjusted EBITDA is not a presentation made in accordance with GAAP, and our use of the term Adjusted EBITDA may vary from the use of similarly titled measures by others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation.
The presentation of non-GAAP financial information should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. Investors should note that the excluded items may
have had, and may in the future have, a material impact on our reported financial results. Investors should read this discussion and analysis of our financial condition and results of operations together with the condensed consolidated financial statements and the related notes thereto also included within.
For the reasons set forth below, we believe that excluding the following items provides information that is helpful in understanding our results of operations, evaluating our future prospects, comparing our financial results across accounting periods, and comparing our financial results to our peers, many of which provide similar non-GAAP financial measures.
•Change in fair value of contingent earnout liabilities and warrant liabilities. We exclude these non-cash gains and losses because they do not reflect the underlying operating performance of the business.
•Foreign exchange (gain) loss. We incur foreign currency gains and losses on foreign currency denominated receivables and payables. As we do not hedge these currency exposures, realized and unrealized foreign currency gains and losses result from fluctuations in exchange rates. Since such gains and losses are driven by macroeconomic factors and can vary significantly between periods, we believe their exclusion is useful to management and investors in evaluating the performance of our ongoing operations on a period-to-period basis.
•Other (income) expense, net. We exclude other (income) expense, net because it includes non-operating items and other gains and losses that are not reflective of our core operating performance and may fluctuate between periods, such as debt prepayment penalties, legal settlements, equity investment losses, and gains or losses on asset disposals.
•Stock-based compensation. We exclude these expenses primarily because they are non-cash charges used when we assess operating expenses and budgeting. Moreover, because of varying valuation methodologies and the award types under ASC Topic 718, we believe excluding stock-based compensation expenses allows investors to better compare our recurring core business results of operations and those of other companies.
•Loss on decommissioned satellites and other assets write-offs. We exclude these charges because they represent the accelerated write-off of assets that would otherwise be accounted for as depreciation and would be excluded as part of our EBITDA calculation.
•Other unusual and infrequent costs. We exclude these items because they are not reflective of our ongoing operating results. Examples include certain legal, accounting, and other professional fees associated with matters such as the Maritime Transaction, the SEC subpoena received in July 2025, and a Space Services customer dispute and liquidated damages associated with the 2025 Private Placement.
•Other acquisition accounting amortization. We exclude non-cash amortization of purchased data rights and certain purchased technologies as these expenses are the result of acquisition accounting and are not indicative of our core operating performance.
The following table outlines the reconciliation from net loss to Adjusted EBITDA for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
(in thousands) |
|
2026 |
|
|
2025 |
|
Net loss |
|
$ |
(25,843 |
) |
|
$ |
(23,515 |
) |
Depreciation & amortization |
|
|
3,018 |
|
|
|
4,413 |
|
Interest, net |
|
|
(474 |
) |
|
|
5,710 |
|
Income tax provision (benefit) |
|
|
55 |
|
|
|
(6 |
) |
EBITDA |
|
|
(23,244 |
) |
|
|
(13,398 |
) |
Adjustments to EBITDA: |
|
|
|
|
|
|
Change in fair value of contingent earnout liability |
|
|
- |
|
|
|
(1,038 |
) |
Change in fair value of warrant liabilities |
|
|
120 |
|
|
|
(5,837 |
) |
Foreign exchange loss (gain) |
|
|
1,628 |
|
|
|
(3,826 |
) |
Other (income) expense, net |
|
|
(61 |
) |
|
|
224 |
|
Stock-based compensation |
|
|
3,963 |
|
|
|
4,905 |
|
Loss on decommissioned satellites and other assets write-offs |
|
|
909 |
|
|
|
5,160 |
|
Other unusual and infrequent costs(1) |
|
|
6,498 |
|
|
|
5,737 |
|
Other acquisition accounting amortization |
|
|
- |
|
|
|
165 |
|
Adjusted EBITDA |
|
$ |
(10,187 |
) |
|
$ |
(7,908 |
) |
(1) Includes (i) restructuring charges of $0.7 million and $0.3 million for the three months ended March 31, 2026 and 2025, respectively, and (ii) legal, accounting, and other professional fees of $5.8 million and $5.4 million for the three months ended March 31, 2026 and 2025, respectively.
Limitations on the Use of Non-GAAP Financial Measures
There are limitations to using non-GAAP financial measures because non-GAAP financial measures are not prepared in accordance with GAAP and may be different from non-GAAP financial measures provided by other companies.
The non-GAAP financial measures are limited in value because they exclude certain items that may have a material impact upon our reported financial results. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which items are adjusted to calculate our non-GAAP financial measures. We compensate for these limitations by analyzing current and future results on a GAAP basis as well as a non-GAAP basis and also by providing GAAP measures in our public disclosures. Some of these limitations are:
•Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
•Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our former debt;
•Adjusted EBITDA does not reflect income tax payments that may represent a reduction in cash available to us; and
•Adjusted EBITDA does not reflect decommissioned satellites and other assets write offs and does not reflect the cash capital expenditure requirements for the replacements of lost satellites. While these expenses could occur in a given year, the existence and magnitude of these costs could vary greatly and are unpredictable.
Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure to evaluate our business, and to view our non-GAAP financial measures in conjunction with the most directly comparable GAAP financial measures.
Liquidity and Capital Resources
As of March 31, 2026, our principal sources of liquidity to fund our operations are from cash and cash equivalents of $16.0 million and marketable securities of $33.4 million, primarily attributable to net proceeds of $109.5 million from the Maritime Transaction and net proceeds of $37.3 million from the 2025 Private Placement (as defined below).
Of the $16.0 million of cash and cash equivalents, approximately $8.1 million was held outside of the U.S., with the remaining $7.9 million held in the U.S. These amounts compare to cash and cash equivalents of $24.8 million as of December 31, 2025, of which $13.9 million was held outside of the U.S. and the remaining $10.9 million was held in the U.S. The cash and cash equivalent amounts are exclusive of restricted cash, which totaled $0.6 million as of each of March 31, 2026 and December 31, 2025.
Since our inception, we have been in an operating cash flow deficit as we have made significant investments in our technology infrastructure, built out our research and development foundation, grown sales and marketing resources to drive revenue, and scaled general and administrative functions to enable operating effectiveness.
We monitor our cash balances, anticipated revenue, operating expenses, and capital expenditures, and we prepare a going concern assessment to ensure we have sufficient resources for at least the next twelve months. Our key assumptions include timely customer collections, expected costs, and access to financing. Changes in these assumptions could materially affect our liquidity.
We believe our current cash balances and expected inflows are sufficient to meet our operational and capital needs for the next twelve months.
2025 Private Placement
On March 12, 2025, we entered into the 2025 Securities Purchase Agreement with the purchasers named therein for the 2025 Private Placement of (i) 4,843,750 shares of Class A common stock at a purchase price of $8.00 per share and (ii) Pre-Funded Warrants to purchase 156,250 shares of Class A common stock at a purchase price of $7.9999 per Pre-Funded Warrant. The Pre-Funded Warrants had an exercise price of $0.0001 per share of Class A common stock, were exercisable immediately, and remained outstanding until fully exercised. The aggregate net proceeds from the 2025 Private Placement were $37.3 million, after deducting offering expenses. The 2025 Private Placement closed on March 14, 2025. As of December 31, 2025, all Pre-Funded Warrants had been exercised on a cashless basis.
Maritime Transaction
On April 25, 2025, we completed the sale of our maritime business to Kpler Holding SA for approximately $238.9 million. The sale did not include any portion of our satellite network or operations. As part of the transaction, a portion of the proceeds was used to settle a prior dispute with L3Harris pursuant to a settlement agreement providing for the full and complete resolution and release of all disputes asserted in connection with the A&R L3 Harris Agreement between exactEarth and L3 Harris, and to repay all outstanding obligations under our financing agreements, including the Blue Torch and SIF loan facilities.
For additional details regarding the terms associated with our financing arrangements, see Note 6 to our consolidated financial statements included in Part II, Item 8 of the 2025 Form 10-K.
2026 Private Placement
On April 8, 2026, we entered into the 2026 Securities Purchase Agreement with the purchasers named therein for the 2026 Private Placement of 5,000,000 shares of the Company’s Class A common stock at a purchase price of $14.00 per share. The aggregate net proceeds from the 2026 Private Placement were approximately $65.5 million, and the 2026 Private Placement closed on April 10, 2026.
Cash Flows
The following table summarizes our net cash used in operating activities, net cash provided by (used in) investing activities, and net cash provided by financing activities for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
(in thousands) |
|
2026 |
|
|
2025 |
|
Net cash used in operating activities |
|
$ |
(26,211 |
) |
|
$ |
(8,429 |
) |
Net cash provided by (used in) investing activities |
|
$ |
16,000 |
|
|
$ |
(8,901 |
) |
Net cash provided by financing activities |
|
$ |
21 |
|
|
$ |
37,937 |
|
Cash Flows from Operating Activities
Our largest source of operating cash inflows is cash collections from our customers. Our primary uses of cash from operating activities are for employee-related expenditures, expenses related to our technology infrastructure (including ground stations costs), expenses related to our computing infrastructure (including computing power, database storage and content delivery costs), building infrastructure costs (including leases for office space), fees for third-party services, and marketing program costs.
Net cash used in operating activities was $26.2 million for the quarter ended March 31, 2026. The net cash used in operating activities reflected our net loss of $25.8 million, adjustments for non-cash items of $8.3 million and a net decrease of $8.7 million in net operating assets and liabilities. Non-cash items primarily consisted of $4.0 million of stock-based compensation expense, $3.0 million of depreciation and amortization expense, $0.9 million loss on decommissioned satellites and disposal of assets, and $0.8 million of amortization of operating lease right-of-use assets. Changes in operating assets and liabilities primarily included a decrease of $4.9 million in other accrued expenses, an increase of $2.9 million in accounts receivable, net, a decrease of $1.3 million in operating lease liabilities, and a decrease of $0.6 million in contract liabilities, partially offset by an increase of $1.2 million in accounts payable.
Net cash used in operating activities was $8.4 million for the three months ended March 31, 2025. The net cash used in operating activities reflected our net loss of $23.5 million, adjustments for non-cash items of $10.0 million and a net decrease of $5.1 million in net operating assets. Non-cash items primarily consisted of a $5.8 million change in fair value of warrant
liabilities, a $5.2 million loss on decommissioned satellites and disposal of assets, $4.9 million of stock-based compensation expense, $4.4 million of depreciation and amortization expense, $1.6 million of other, net, a $1.0 million change in fair value of contingent earnout liability, and $0.7 million of amortization of operating lease right-of-use assets. Changes in operating assets and liabilities included an increase of $6.3 million in other accrued expenses, a decrease of $2.6 million in accounts receivable, net, an increase of $2.0 million in contract liabilities, and a decrease of $0.5 million in other long-term assets, partially offset by a decrease of $3.8 million in accounts payable, an increase of $1.6 million in contract assets, a decrease of $0.6 million in operating lease liabilities, and a $0.2 million increase in other current assets.
Cash Flows from Investing Activities
Cash flows from investing activities primarily relate to proceeds from the sale of a business and maturities of short-term investments, as well as purchases of short-term investments and capital assets.
The following table summarizes our net cash used in investing activities relating to capital expenditures by source of spend:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
% |
|
(dollars in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
Spire platform / infrastructure |
|
$ |
3,036 |
|
|
$ |
1,814 |
|
|
|
67 |
% |
Customer funded (Space Services) |
|
|
4,936 |
|
|
|
7,087 |
|
|
|
(30 |
)% |
Total capital expenditures |
|
$ |
7,972 |
|
|
$ |
8,901 |
|
|
|
(10 |
)% |
Net cash provided by investing activities was $16.0 million for the quarter ended March 31, 2026, due to cash from $24.0 million of maturities of short-term investments, partially offset by $8.0 million in purchases of property and equipment.
Net cash used in investing activities was $8.9 million for the three months ended March 31, 2025. The net cash used in investing activities was driven by $8.9 million in purchases of property and equipment.
Cash Flows from Financing Activities
Net cash used in financing activities was less than $0.1 million and $37.9 million for the three months ended March 31, 2026 and 2025, respectively. The net cash provided by financing activities for the three months ended March 31, 2026 was driven by proceeds from the exercise of stock options. The net cash provided by financing activities for the three months ended March 31, 2025 was driven by net proceeds from the 2025 Private Placement of $37.3 million, and proceeds from the exercise of stock options of $0.6 million.
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements are prepared in accordance with GAAP. In the preparation of these condensed consolidated financial statements, we are required to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.
There have been no material changes to our critical accounting policies and estimates as compared to those disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” in our 2025 Form 10-K.
Accounting Pronouncements Recently Adopted and Not Yet Adopted
See Note 2 to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Foreign Currency Exchange Risk
Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro, the British Pound Sterling, the Singapore Dollar, and the Canadian Dollar, and may be adversely affected in the future due to changes in foreign currency exchange rates. We continue to experience foreign currency fluctuations primarily due to the periodic re-measurement of our foreign currency monetary account balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. Changes in exchange rates may negatively affect our revenue and other results of operations as expressed in U.S. Dollars. We do not currently engage in foreign exchange hedging contracts. As we continue to expand our international presence, we will assess options for mitigating foreign exchange risk.
We have experienced and may continue to experience fluctuations in our net loss as a result of gains or losses related to revaluing certain asset and current liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded. We had a loss of $1.6 million and a gain of $3.8 million for the three months ended March 31, 2026 and 2025, respectively. A hypothetical 10% strengthening or weakening of the U.S. Dollar relative to the currencies in which our revenue and expenses are denominated would have resulted in an increase or decrease in our pre-tax income of approximately $0.6 million for the quarter ended March 31, 2026.
Interest Rate Sensitivity
As of March 31, 2026, we had cash and cash equivalents of $16.0 million and short-term marketable securities of $33.4 million. The cash and cash equivalents and short-term marketable securities are held for working capital purposes or strategic investment purposes.
Inflation Risk
We are exposed to inflation risk. Inflationary factors, such as increases in component parts, labor and other overhead expenses, could impair our operating results. Although there has been a significant increase in inflation in recent periods, it has not had a substantial impact on our results of operations for the three months ended March 31, 2026 or 2025. However, higher inflation in the future may negatively affect our operating and capital expenditures, which we may be unable to fully pass through to our customers.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
We carried out an evaluation, with the participation of our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of March 31, 2026. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of March 31, 2026 due to the material weaknesses in internal control over financial reporting described in Management’s Report on Internal Control over Financial Reporting.
Notwithstanding the material weaknesses described below, we have concluded that our condensed consolidated financial statements for the periods covered by and included in this Quarterly Report on Form 10-Q are prepared in accordance with
accounting principles generally accepted in the U.S. (“GAAP”) and fairly present, in all material respects, our financial position, results of operations and cash flows for each of the periods presented herein.
Material Weaknesses in Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP.
Management conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of our internal control over financial reporting based on the framework set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Management has identified material weaknesses in the Company’s internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses were identified:
i.Management did not design and maintain an effective control environment commensurate with the financial reporting requirements of a public company. Specifically, management lacked a sufficient number of professionals with an appropriate level of internal controls and accounting knowledge, training, and experience to appropriately analyze, record and disclose accounting matters timely and accurately. Additionally, the lack of a sufficient number of professionals resulted in an inability to consistently establish appropriate authorities and responsibilities in pursuit of the Company’s financial reporting objectives, as demonstrated by, among other things, insufficient segregation of duties in the Company’s finance and accounting functions. This material weakness contributed to the following additional material weaknesses described below.
ii.Management did not design and maintain an effective risk assessment process at a precise enough level to identify new and evolving risks of material misstatement in the Company’s financial statements. Specifically, changes to existing controls or the implementation of new controls have not been sufficient to respond to changes to the risks of material misstatement in the financial statements.
iii.Management did not design and maintain effective controls over the segregation of duties related to journal entries and account reconciliations. Specifically, certain personnel had the ability to both (a) create and post journal entries within the Company's general ledger system, and (b) prepare and review account reconciliations.
The material weaknesses above resulted in certain audit adjustments, which were recorded prior to the issuance of the consolidated financial statements as of and for the year ended December 31, 2020 and as of and for the three months ended June 30, 2025.
iv.Management did not design and maintain effective controls over the accounting for the Company’s Space Services and research and development services (“R&D Services”) with customers. Specifically, management did not design and maintain effective controls over the identification of and allocation of transaction price and costs to performance obligations to ensure revenue is recognized at the time performance obligations are satisfied, the identification and accounting for embedded leases, the classification and accounting for costs incurred in connection with performing services, the recognition of allowances for current expected credit losses, and the identification and accounting for uninstalled materials. This material weakness resulted in (a) the restatement of the Company’s previously filed consolidated financial statements as of and for the years ended December 31, 2023 and 2022, the Company’s unaudited condensed consolidated financial statements as of the quarter ends and for the interim periods in the years ended December 31, 2023 and 2022, and the Company's unaudited condensed consolidated financial statements as of and for the quarter ended March 31, 2024, and (b) immaterial audit adjustments to revenue and contract liabilities, current portion as of and for the three months ended June 30, 2025.
v.Management did not design and maintain effective controls related to the identification of and accounting for certain non-routine, unusual or complex transactions, including the proper application of GAAP to such transactions. Specifically, management did not design and maintain:
a.controls to timely identify and account for warrant instruments, which resulted in the restatement of the previously issued financial statements of NavSight related to adjustments to warrant liabilities and equity as of and for the year ended December 31, 2020;
b.controls to account for business combinations, including the associated valuation estimates and the completeness and accuracy of the opening balance sheet, which did not result in a misstatement to the Company’s consolidated financial statements;
c.controls to timely identify and account for the fair value of the contingent earnout liability, which resulted in an error in the fair value of the contingent earnout liability in, and the restatement of, the Company’s previously issued unaudited condensed consolidated financial statements as of and for each of the interim periods ended September 30, 2021, March 31, 2022 and June 30, 2022 and the Company’s consolidated financial statements as of and for the year ended December 31, 2021; and
d.controls to appropriately identify and account for participating securities under the two-class method of determining and presenting net income (loss) per share, which resulted in a material audit adjustment to basic and diluted income (loss) per share for three months ended June 30, 2025.
Additionally, management concluded that each of the material weaknesses described above could result in a misstatement of substantially all of the Company's accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.
As a result of the material weaknesses disclosed above, management has concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2026.
Remediation Efforts on Material Weaknesses in Internal Control over Financial Reporting
In response to the material weaknesses identified, management has implemented several changes to the Company's internal control over financial reporting and will continue performing remedial actions, as described below.
The remediation and ultimate resolution of each of the material weaknesses will be reviewed with the Audit Committee of the Company’s Board of Directors.
Management has made progress addressing the material weaknesses related to the control environment, as described below:
Key Professionals
In the year ended December 31, 2024 and continuing to date, management identified and hired a number of professionals with appropriate levels of internal controls and accounting knowledge to strengthen the Company’s domestic and international financial accounting and reporting functions. Positions filled include, but are not limited to, Chief Accounting Officer, Vice President of FP&A, and Director of SOX and Internal Controls. In addition, management engaged external consultants and subject matter experts to provide technical accounting and financial systems support. Management continues to assess personnel requirements and expertise necessary to maintain an effective control environment, including providing ongoing training to finance and accounting personnel.
Risk Assessment
In the year ended December 31, 2025, management conducted a comprehensive scoping and materiality risk assessment over the Company’s financial statements to identify material areas that should be in scope for both business processes and information technology systems. Based on this assessment, management performed detailed walkthroughs of key processes, identified associated risks and relevant key controls, and evaluated any control gaps. Management tested the design and implementation of these key controls and has been actively remediating any identified gaps. Additionally, management conducted operating effectiveness testing of relevant controls to ensure they operate as intended.
In addition, during 2025, management initiated an Enterprise Risk Assessment with input from third-party consulting firms to further strengthen the Company’s enterprise-wide risk identification and response processes. This effort included gathering
input from leadership and key stakeholders across the organization to identify and prioritize the most significant enterprise risks, evaluating potential impacts on the Company, and developing appropriate mitigation strategies. Management is conducting workshops to validate these risks, define responses, and establish monitoring metrics and key performance indicators.
Management is actively monitoring and testing these enhanced risk assessment processes, leveraging third-party experts as needed. The material weakness will not be considered remediated until management concludes, through ongoing testing and review, that controls over financial statement risk identification and response are effective and operating over a sustained period.
Segregation of Duties
During 2025, management, with the assistance of a third-party consulting firm, conducted a comprehensive segregation of duties analysis across processes, technology systems, and specifically the Company’s ERP system. Any conflicts identified through this analysis are being resolved, and mitigation procedures are being implemented to remediate these conflicts. To strengthen controls over journal entries, automated functionality previously implemented in the ERP system in the year 2022 continues to prevent the same individual from creating and posting entries in the general ledger. Additionally, with the expansion of the accounting team during years 2024 and 2025, management was able to establish clear segregation between personnel who prepare account reconciliations and those who review them.
Management is actively remediating identified conflicts and monitoring the effectiveness of implemented segregation of duties controls. The material weakness will not be considered remediated until the controls operate effectively over a sustained period and are confirmed through ongoing testing.
Space Services and R&D Services
Management is implementing measures designed to strengthen internal control over financial reporting related to the accounting for the Company’s Space Services and R&D Services with customers. As part of this effort, management engaged a third-party consulting firm to review the Company’s ERP system and identify opportunities to mitigate manual processes and enhance the completeness and accuracy of revenue recognition. Management is also redesigning the deal review and approval process to ensure that all relevant stakeholders, including Accounting, Legal, Sales, FP&A, Project Management, and Technical Engineering, are appropriately involved prior to contract execution. Additionally, standardized contract models, including estimates at completion models, are being implemented with defined checklists, formal documentation of key assumptions and judgments, and preventive and detective controls to support consistent, transparent, and accurate application of accounting policies.
These measures, along with enhanced training and ongoing monitoring, are intended to improve the control environment and ensure the proper identification of performance obligations, allocation of transaction price and costs, and recognition of revenue in accordance with GAAP. While these actions are underway, the material weakness will not be considered remediated until management completes the design and implementation of the controls, and verifies through testing that the controls operate effectively over a sustained period.
Non-routine, Unusual or Complex Transactions
In the year ended December 31, 2025, management has designed and is implementing a process to strengthen the identification and accounting of non-routine, unusual, or complex transactions. This process includes defining what qualifies as non-routine or complex transactions, such as warrants, contingent earnouts, business combinations, and participating securities, and establishing procedures, including a centralized tracking process, to promptly identify such transactions and ensure accurate accounting and reporting. With the expansion of the accounting team in 2024 and 2025, management has placed greater reliance on internal resources to address non-routine, unusual, or complex transactions. However, management will continue to consider engaging third-party accounting consultants in the future, as circumstances warrant, to augment internal resources and support accurate accounting and reporting.
Management is continuing to implement and monitor these enhanced processes, including ongoing documentation, review, and technical accounting support. The material weakness will not be considered remediated until the controls operate effectively over a sustained period and management confirms their effectiveness through testing.
Limitations on Effectiveness of Controls and Procedures
Management, including the principal executive officer and principal financial officer, does not expect that the Company’s disclosure controls and procedures or internal control over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that its objectives will be achieved.
The design of any control system must consider resource constraints, and the benefits of controls must be weighed against their costs. Inherent limitations exist in all control systems, and no evaluation of controls can provide absolute assurance that all control deficiencies or instances of fraud, if any, will be detected. These limitations include the possibility of faulty judgments in decision-making, simple errors or mistakes, and the potential for controls to be circumvented by individual acts, collusion among employees, or management override.
Control systems are also designed based on assumptions about the likelihood of future events, and there can be no assurance that a particular design will achieve its objectives under all conditions. Over time, controls may become inadequate due to changes in circumstances, or compliance with policies and procedures may deteriorate. As a result of these inherent limitations, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control over Financial Reporting
There have been no changes (other than those described above) in the Company’s internal control over financial reporting during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Trading Arrangements
During the three months ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in the SEC’s rules).
Oehme Employment Contract
On May 12, 2026, Gabriel Oehme entered into a new employment contract with Spire Global Germany GmbH (“Spire Germany”) establishing his compensation as Chief Technology Officer, effective retroactively as of September 1, 2025 (the “Employment Contract”). Pursuant to the Employment Contract, Mr. Oehme’s compensation consists of the following:
•an annual base salary of EUR 375,000;
•he will be eligible to receive an annual cash bonus under the Company’s Executive Officer Short-Term Incentive Plan in a target amount equal to 75% of his annual base salary; and
•he will be eligible to receive equity award grants under the 2021 Plan.
The Employment Contract provides for severance pay and benefits in the event Mr. Oehme’s employment is terminated by Spire Germany without Cause (as defined in the Employment Contract) or due to Mr. Oehme’s resignation for Good Reason (as defined in the Employment Contract), with such terminations referred to as a “Qualifying Termination.”
The Employment Contract also provides that if Mr. Oehme’s employment is terminated as the result of a Qualifying Termination, and the termination date occurs before a Change in Control (as defined in the 2021 Plan) or after the period that begins on the date of a Change in Control during the term and ends on the 18-month anniversary of such Change in Control (the “Change in Control Period”), then Spire Germany shall, in addition to paying Mr. Oehme’s base salary and other compensation earned through the termination date:
•pay to Mr. Oehme as severance pay an amount equal to 100% of his annualized base salary as of the termination date (or annualized base salary as of immediately prior to a material reduction of such base salary), less all legally required and authorized deductions and withholdings, payable in a lump sum on the first regular payroll date immediately following the termination date;
•pay to Mr. Oehme as additional severance pay an amount equal to 100% of his target annual cash bonus for the fiscal year in which the termination date occurs, less all legally required and authorized deductions and withholdings, payable in a lump sum on Spire Germany’s first regular payroll date immediately following the termination date (the “Non-CIC Bonus Payment”);
•pay to Mr. Oehme as additional severance a lump sum cash payment equal to 100% of his group health insurance coverage with Spire Germany, at the same level of coverage that was in effect as of the termination date, for a period of 12 months, less all legally required and authorized deductions and withholdings, payable in a lump sum
on Spire Germany’s first regular payroll date immediately following the termination date (the “Non-CIC Benefits Continuation Payment”); and
•pay up to EUR 15,000 for outplacement services by an outplacement services provider selected by Mr. Oehme, with any such amount payable by Spire Germany directly to the outplacement services provider or reimbursed to Mr. Oehme, in either case subject to submission of appropriate receipts before the 12-month anniversary of the termination date (the “Oehme Outplacement Payments”).
The Employment Contract provides that if Mr. Oehme’s employment is terminated as the result of a Qualifying Termination, and the termination date occurs during the Change in Control Period, then Spire Germany shall, in addition to paying his base salary and other compensation earned through the termination date:
•pay to Mr. Oehme as severance pay an amount equal to the sum of (i) 150% of his annualized base salary as of the termination date (or annualized base salary as of immediately prior to a material reduction of such base salary), (ii) 150% of his target annual cash bonus for the fiscal year in which the termination date occurs (the “CIC Bonus Payment”), and (iii) 150% of his group health insurance coverage with Spire Germany, at the same level of coverage that was in effect as of the termination date, for a period of 18 months (the “CIC Benefits Continuation Payment”), in each case less all legally required and authorized deductions and withholdings, payable in a lump sum on Spire Germany’s first regular payroll date immediately following the termination date; and
•pay the Oehme Outplacement Payments.
The Employment Contract also provides that in the case of such a termination, Mr. Oehme’s then-outstanding equity awards will accelerate and immediately become fully vested, and the period to exercise any award will become the expiration date of such award, as applicable.
In addition, the Employment Contract provides that if Mr. Oehme’s employment is terminated as the result of a Qualifying Termination, and a Change in Control occurs within 90 calendar days after the termination date, then he shall receive an additional cash payment equal to the sum of: (i) 50% of his annualized base salary as of the termination date (or annualized base salary as of immediately prior to a material reduction of such base salary), (ii) the difference between the CIC Bonus Payment and the Non-CIC Bonus Payment, and (iii) the difference between the CIC Benefits Continuation Payment and the Non-CIC Benefits Continuation Payment, less all legally required and authorized deductions and withholdings, payable in a single lump sum no later than 10 calendar days after the date of such Change in Control.
The foregoing summary of the Employment Contract does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Contract, a copy of which is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
Item 6. Exhibits
The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q, or are incorporated herein by reference, in each case as indicated below.
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Exhibit
Number |
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Incorporated by Reference |
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Description |
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Form |
File No. |
Exhibit |
Filing Date |
2.1 |
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Share Purchase Agreement, dated November 13, 2024, between Kpler Holding SA and Spire Global, Inc. |
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8-K |
001-39493 |
2.1 |
November 13, 2024 |
3.1 |
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Amended and Restated Certificate of Incorporation, as amended through June 5, 2024. |
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8-K |
001-39493 |
3.2 |
June 6, 2024 |
3.2 |
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Bylaws of Spire Global, Inc. |
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S-1 |
333-259733 |
3.2 |
September 23, 2021 |
10.1 |
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Securities Purchase Agreement, dated April 8, 2026, by and between the Company and the Purchasers named therein. |
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8-K |
001-39493 |
10.1 |
April 10, 2026 |
10.2 |
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Registration Rights Agreement, dated April 8, 2026, by and between the Company and the Purchasers named therein. |
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8-K |
001-39493 |
10.2 |
April 10, 2026 |
10.3 |
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Employment Contract, dated May 12, 2026, between Gabriel Oehme and Spire Global Germany GmbH |
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* The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Spire Global, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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SPIRE GLOBAL, INC. |
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Date: May 14, 2026 |
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By: |
/s/ Theresa Condor |
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Theresa Condor |
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President, Chief Executive Officer and Director |
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(Duly Authorized Officer and Principal Executive Officer) |
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Date: May 14, 2026 |
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By: |
/s/ Alison Engel |
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Alison Engel |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
Employment Contract
between
Spire Global Germany GmbH, Mehlbeerenstraße 282024 Taufkirchen, Germany
- thereinafter the “Employer” or “Company”-
and Mr. Gabriel Oehme, residing at Nestroystrasse 11, 81373 München, Germany
- hereinafter the “Employee” –
The Employer and the Employee collectively the “Parties”, and each individually a “Party”
Preamble
(1) The Employer is affiliated with Spire Global Inc. and as such part of the Spire global group of companies (thereinafter the “Spire Global Group”).
(2) The Employer has employed the Employee as of January 6, 2025 (the “Effective Date”). This (new) contract shall come into force as of September 1, 2025 and replace all preceding agreements regarding the employment.
Now, therefore, in consideration of the mutual premises and covenants contained herein, the Parties hereto agree as follows:
Sec. 1 Scope of duties
(1) As of the Effective Date, the Employee is employed to act as the “ChiefTechnology Officer” of Spire Global Inc. In this position, they will report to the CEO of Spire Global Inc. Their duties will notably include, but will not be limited to, the performance of the following tasks:
•Working together with the COO, drive transformation of the organization, culture, and focus of the company towards quality execution and profitability
•Lead corporate enabling functions that touch every aspect of the company, including IT and information security, , procurement, research & development, platform engineering & manufacturing, software engineering & operations, launch management, ground station operations, quality management, technical project management and mission assurance
•Ensure that a business mindset and appropriate process controls are implemented across Spire as the company grows, without stifling time to market or innovation
(2) The Employee’s normal duties are those reasonably consistent with the above-mentioned functions. The Employer may from time to time also require the Employee to perform other duties in addition to or instead of their duties according to its assessment or its operational need, provided that such duties are commensurate with their experience and/or education.
(3) The Employer may at any time vary the capacity in which the Employee is employed, their job title and/or the nature and scope of their duties provided that such variation does not result in any material or significant loss of status or authority and that the new duties are commensurate with their experience and/or education .
(4) During the term of this employment contract, the Employee shall not undertake any work for companies not affiliated with the Company while they are employed by the Company, nor shall they be employed, engaged, concerned or interested (whether directly or indirectly) in any trade, business, undertaking or occupation other than that of the Company or other entities forming part of the Spire Global Group. In addition, the Employee shall notify the Company of any voluntary or unpaid work that may affect the Employee’s performance of their functions in accordance with this Agreement.
(5) The Employee warrants that they are entitled to work in the territory of Germany undertaking the type of work for which they are employed by the Company without any additional approvals, have provided the Company with written evidence of such entitlement and will notify the Company immediately if they cease to be so entitled during the term of this Agreement.
Sec. 2 Working Time; Working Place
(1) In general, the working hours for the Employee are 40 hours per week, 8 hours per day, from 9:00 am to 6:00 pm (including lunch break). Given their managerial position the Employee is prepared to work overtime without additional compensation on weekdays, weekends and public holidays, as is required by their responsibilities and allowed by law. The Parties agree that as the work requirements permit, the Employee may make use of flexible working hours.
(2) The Employee’s usual working place will be Mehlbeerenstraße 2
82024 Taufkirchen, Germany. The Employee is, however, prepared to spend their working time in other places and to travel for work purposes both inside Germany as well as abroad, as required by the scope of their work.
Sec. 3 Duration; Termination
(1) The EmploymentEmploymentEmployment Agreement has become effective as of January 6, 2025, and is concluded for an indefinite period.
(2) Prior to commencement of this e the Employee will ensure to have obtained all necessary administrative authorizations regarding their work permit in Germany.
(3) The date upon which Employee’s termination of employment with the Company is effective is the “Termination Date”.
(4) Any termination of this employment contract must be made in writing.
(5) Given the long-term employment relationship between the Employee and other companies of the Spire Global Group the notice period is six months to the end of a calendar month. Statutory extensions of the notice period (sec. 622 BGB / German Civil Code) shall apply equally to both parties.
(6) Termination for good cause (wichtiger Grund, Sec. 626 BGB / German Civil Code) remains unaffected by this provision. Reasons which may lead to a termination for cause (“Cause”) with immediate effect of this Agreement by the Company can consist, amongst others, of
a. an unauthorized use or disclosure by the Employee of the confidential information or trade secrets of the Spire Global Group, which use or disclosure causes material harm to the Spire Global Group;
b. a material failure by the Employee to comply with the Spire Global Group’s written policies or rules after receiving written notification of such failure and if curable, provision of a reasonable cure period of no less than 30 days following the receipt of such notice;
c. the Employee’s conviction of, or plea of “guilty” or “no contest” to, a felony, or their commission of any act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, the Spire Global Group or its affiliates;
d. the Employee’s gross misconduct which results in material harm to the Spire Global Group;
e. fraud, misappropriation, or embezzlement by the Employee;
f. a continuing failure by the Employee to perform their reasonably assigned duties after receiving written notification of such failure and provision of a reasonable cure period of no less than 30 days following the receipt of such notice; or
g. a failure by the Employee to cooperate in good faith with a governmental or internal investigation of the Spire Global Group or any of their directors, officers or employees, if the Spire Global Group has requested their cooperation.
(7) The(7) The employment relationship shall end at the latest at the end of the month in which the Employee reaches the standard retirement age entitling him unreduced statutory full retirement pension.
If the Employee is awarded a pension for full reduction in earning capacity on a permanent basis, the employment relationship shall end on the date on which the pension is first drawn or - if this date is later - on the date on which the corresponding pension notice is served. The employment relationship shall be suspended while the Employee is receiving a temporary reduction in earning capacity pension.
(8) Upon termination of this Agreement for whatever reason, or at any time on demand, the Employee shall deliver forthwith to the Company all books, documents, papers (including photocopies) in each case in whatever format, i.e. electronic or physical form, they may exist, materials, credit cards, computer disks and copies of any software and any other property belonging to the Company or any company of the Spire Global Group which may then be in the Employee’s possession or under their power or control including, without limitation, any documents (whether held physically or in electronic storage) belonging to third persons which may be in their possession or under their power or control and relate in any way to the business or affairs of the Company or any company of the Spire Global Group or any supplier, agent, distributor, customer or client of the Company or any company of the Spire Global Group, and the Employee shall not without written consent of the Company retain any copies thereof.
(9) In the event of termination, the Employer shall be entitled to release the Employee from the obligation to perform their work under this employment contract, either on a revocable or irrevocable basis, in whole or in part, with immediate effect, taking into account any outstanding vacation entitlements, while continuing to pay their remuneration until the effective date of the termination, unless special interests of the Employee outweigh the interest of the Company in releasing them.
(10) If the Employee wishes to assert that a termination is socially unjustified or legally invalid for other reasons, they must file an action with the locally competent labor court within three weeks of receipt of the written notice of termination to establish that the employment relationship has not been terminated by the termination (Section 4 sentence 1 KSchG – German Dismissal Protection Act). If the legal invalidity of a termination is not asserted in due time, the termination shall be deemed to have taken legal effect from the beginning (Section 7 KSchG).
Sec. 4 Remuneration
(1) The Employee’s gross annual salary in respect of their work performed under this Agreement shall be EUR 375,000.00 (three hundred seventy-five thousand), subject to all legal and statutory deductions.
(2) The Employee’s annual salary shall be payable monthly in 12 (twelve) equal instalments at the end of each calendar month, after deduction of all duties, taxes and social security contributions as required by law.
(3) The Company shall pay the statutory employer’s contribution to social security insofar as the Employee is subject to social security contributions. It shall further pay the Employee the employer’s portion to the statutory health insurance pursuant to Chapter 5 of the German Social Code (SGB V).
(4) As an Executive Officer of Spire Global, the Employee is eligible to participate in the Executive Officer Short-Term Incentive Plan (the “Bonus Plan”) under which annual cash bonus awards (the “Cash Awards”) may be provided to eligible Executive Officers. Under
this Plan, the Employee’s Target Incentive Award is set at 75% of the gross annual base salary. As set forth in this Plan, the grant of Awards is within the discretion of the Compensation Committee, and the payment of these Awards is subject to several contingencies, including the attainment of company performance goals approved by the Compensation Committee. As such, any Cash Award payments under this Plan will be based 100% on Spire Global’s performance and may be more or less than the Target Incentive Award as previously described. Any payments under this plan may be pro-rated based on changes in gross annual base salary and / or the Target Incentive Award percentage.
Bonus payments, if any, will be made subject to the deduction of social and tax contributions as required by applicable law.
(5) In addition to the Employee’s cash compensation which includes an Annual Base Salary and Target Incentive Award, the Employee will also be eligible to receive Equity Award Grants (the “Equity Award Grants”) issued pursuant to the terms of Spire Global’s 2021 Equity Incentive
Plan (the “Plan” or the “Equity Incentive Plan”) and the applicable grant agreement. The actual size of the Equity Award Grants and terms of any such grants will be determined by the Board of Directors or duly designated Compensation Committee, in its sole discretion.
(6) The agreed remuneration shall cover the employee’s entire work performance.
(7) If the Employer pays gratuities, bonuses or other additional special payments over and above the remuneration set out above, which have not been agreed individually in advance, these shall be voluntary benefits provided by the Employer on the basis of a separate decision in each case. A legal claim to the repeated or permanent granting of such voluntary benefits for the future shall not arise even after repeated unconditional payment. Sentences 1 and 2 shall not apply if the benefits are based on an individual contractual agreement with the Employee.
Sec. 4a Payments Due upon Termination
(1) “Change in Control” and “Disability” hereunder have the same meaning such terms have in the Spire Global, Inc. 2021 Equity Incentive Plan, as amended from time to time (the “Equity Incentive Plan”).
(2) “Qualifying Termination” hereunder shall mean if either the Company terminates Employee’s employment without Cause or if Employee resigns with Good Reason.
(3) Qualifying Termination Before a Change in Control or after the Change in Control Period.
If Employee’s employment with the Company is terminated as the result of a Qualifying Termination, the Employee does not contest the validity of the termination notice in court (see sec. 3 (10) of this contract) and the Termination Date occurs before a Change in Control or after the Change in Control Period, then the Company shall, in addition to paying the Employee’s base salary and other compensation earned through the Termination Date, and subject to Sec. 4c. below:
a. pay to the Employee as severance pay an amount equal to one hundred percent (100%) of Employee’s annualized base salary as of the Termination Date (or Employee’s annualized base salary as of immediately prior to a material reduction of such base salary), less all legally required and authorized deductions and withholdings, payable in a lump sum on the first regular payroll date immediately following the Termination Date (the “Non-CIC Severance Payment”);
b. pay to the Employee as additional severance pay an amount equal to one hundred percent (100%) of Employee’s target annual cash bonus for the fiscal year in which the Termination Date occurs, less all legally required and authorized deductions and withholdings, payable in a lump sum on the Company’s first regular payroll date immediately following the Termination Date (the “Non-CIC Bonus Payment”);
c. pay to Employee as additional severance a lump sum cash payment equal to one hundred percent (100%) of Employee’s group health insurance coverage with the Company, at the same level of coverage that was in effect as of the Termination Date, for a period of twelve (12) months, less all legally required and authorized deductions and withholdings,
payable in a lump sum on the Company’s first regular payroll date immediately following the Termination Date (the “Non-CIC Benefits Continuation Payment”); and
d. pay up to EUR 15,000.00 for outplacement services by an outplacement services provider selected by Employee, with any such amount payable by the Company directly to the outplacement services provider or reimbursed to Employee, in either case subject to Employee’s submission of appropriate receipts before the twelve (12) month anniversary of the Termination Date (the “Outplacement Payments”).
(4) Qualifying Termination During the Change in Control Period.
If Employee’s employment with the Company is terminated as the result of a Qualifying Termination, the Employee does not contest the validity of the termination notice in court (see sec. 3 (10) of this contract) and the Termination Date occurs on the date of a Change in Control to occur during the Term or before the eighteen (18) month anniversary of such Change in Control (the “Change in Control Period”), then the Company shall, in addition to paying Employee’s base salary and other compensation earned through the Termination Date, and subject to Sec. 4c. below:
a. pay to Employee as severance pay an amount equal to the sum of (i) one hundred fifty percent (150%) of Employee’s annualized base salary as of the Termination Date (or Employee’s annualized base salary as of immediately prior to a material reduction of such base salary) (the “CIC Severance Payment”), (ii) one hundred fifty percent (150%) of Employee’s target annual cash bonus for the fiscal year in which the Termination Date occurs (the “CIC Bonus Payment”), and (iii) one hundred fifty percent (150%) of Employee’s group health insurance coverage with the Company, at the same level of coverage that was in effect as of the Termination Date, for a period of eighteen (18) months (the “CIC Benefits Continuation Payment”), in each case less all legally required and authorized deductions and withholdings, payable in a lump sum on the Company’s first regular payroll date immediately following the Termination Date; and
b. pay the Outplacement Payments.
c. Vesting of Equity Awards Upon a Change in Control. If a Qualifying Termination occurs with the Termination Date occurring during the Change in Control Period, then, with respect to any equity-based award that has been granted to Employee under the Equity Incentive Plan or otherwise and is outstanding and not fully vested on the Termination Date (an “Equity Award”), and notwithstanding any language in the Company’s equity plan to the contrary, the unvested portion of any Equity Award, including performance based Equity Awards, that are outstanding on the Termination Date will immediately fully vest. Notwithstanding any provision to the contrary in the terms of any Equity Award agreement regarding the expiration date of the Equity Award, if such Equity Award is a stock option, it will remain exercisable until the expiration date of such award and the exercisable period identified in the Equity Award shall not apply.
(5) Other Termination of Employment Events. If Employee’s employment with the Company is terminated by reason of:
a. termination by the Company for Cause; or
b. Employee’s death or Disability, or Employee’s resignation without Good Reason,
then the Company shall pay to the Employee or the Employee’s beneficiary or Employee’s estate, as the case may be, Employee’s base Salary and other compensation earned through the Termination Date and Employee shall not be eligible or entitled to receive any severance pay or benefits from the Company.
Sec. 4b Anticipatory Qualifying Termination.
If Employee’s employment with the Company is terminated as the result of a Qualifying Termination, and a Change in Control occurs within ninety (90) calendar days after Employee’s Termination Date, then, subject to Sec. 4c. below, the Employee shall receive an additional cash payment equal to the sum of: (i) fifty percent (50%) of Employee’s annualized base salary as of the Termination Date (or Employee’s annualized base salary as of immediately prior to a material reduction of such base salary), (ii) the difference between the CIC Bonus Payment amount and the Non-CIC Bonus Payment amount, and (iii) the difference between the CIC Benefits Continuation Payment and the Non-CIC Benefits Continuation Payment, less all legally required and authorized deductions and withholdings, payable in a single lump sum no later than ten (10) calendar days after the date of such Change in Control. With regard to the Employee’s then outstanding equity awards Sec. 4a.(4)(c) above applies correspondingly.
Sec. 4c Conditions to Receive Payments
The Company will not be obligated to make any payments under Sec. 4a.(3) or under Sec. 4a.(4) or under Section 4b. to or on behalf of Employee unless (i) Employee signs a release of claims in a form determined by the Company (the “Release”), (ii) all applicable consideration periods and rescission periods provided by law (if any) with respect to the Release have expired without Employee rescinding the Release, and (iii) Employee is in material compliance with the terms of this Agreement and any other written agreement between Employee and the Company.
Sec. 5 Reimbursement of Expenses
(1) Within the limits of their deductibility by the Company under applicable tax laws, the Company shall fully reimburse (or procure the reimbursement of) all reasonable expenses properly and necessarily incurred by the Employee in the proper performance of their duties during the course of their employment with the Company. The Employee shall incur expenses in accordance with the Company’s policies on expenses as communicated to the Employee from time to time, subject to the production of receipts or other appropriate evidence of payment.
(2) Any procurement card supplied to the Employee by the Company shall be used only for expenses properly and necessarily incurred by the Employee in the proper performance of their duties during the course of their employment.
Sec. 6 Continuation of Salary Payments in the Event of Illness
In the event of incapacity to work (see Sec. 13 below), the Employee shall be entitled to receive their full fixed remuneration for the statutory period of six weeks.
Sec. 7 Vacation
(1) The Employee is entitled to a statutory minimum vacation of 20 working days per calendar year. On this basis, the Employer shall grant the Employee contractual leave of a further number of working days as determined under the Employer’s Discretionary Paid-Time-Off Policy.
The Employee shall receive a vacation in accordance with the Company’s paid time off policy. If not used in the previous year there will be no vacation carry over to the next year. The statutory vacation period is always considered to be taken first.
(2) For the year of commencement and termination of this Agreement (in the latter instance in case the termination date is not December 31) the Employee’s vacation period shall be calculated pro rata temporis. If the employment ends in the second half of a calendar year, the entitlement shall be 1/12 per month of the calendar year served, but at least 20 days (full statutory entitlement).
(4) When granting leave, the statutory leave shall be taken first. For contractual leave (second sentence of subsec. (1) above)) the leave entitlement shall expire after the end of the carryover period (31.3. of the following year) even if it cannot be taken due to the Employee's incapacity for work. Only in case of long-term disease, the statutory minimum leave expires 15 months after the end of the year in which it should have been taken.
Sec. 8 Confidential Information
(1) The Employee shall not (except as authorized or required by their employment thereunder) during the continuance of their employment and after the termination use (other than in the proper performance of their duties and for the purposes of the Company or any Group Company) or disclose to any person, firm, company or other organization whatsoever any information relating to the organization, business or finances of the Company or any company of the Global Spire Group or any of its customers, agents or suppliers or any of its trade secrets or confidential details of any dealings, transactions or affairs of which the Employee is in possession and shall keep with inviolable secrecy all matters entrusted to their, and the Employee shall use their best endeavors to prevent the disclosure or use of any such information in any manner which may injure or cause loss whether directly or indirectly to the Company or any company of the Global Spire Group or any of its or their officers, directors, employees, customers, agents or suppliers.
(2) Any notes, memoranda or copies made by the Employee during the term of this Agreement or at any time thereafter relating to any matter within the scope of the business of the Company or any company of the Spire Group or concerning any of its dealings, transactions or affairs shall be and remain the property of the Company or any company of the Global Spire Group, and the Employee will not either during the term of this Agreement or at any time thereafter use or permit to be used any such notes, memoranda or copies otherwise than for the benefit of the Company or any company of the Global Spire Group.
(3) The Employee will not make any public statement or any statement to a person employed or associated with the media concerning the Company, any company of the Global Spire Group
or any of its or their officers, directors or employees, customers, agents or suppliers or their activities without first obtaining the written permission of the Company.
Sec. 9 IT, E-Mail and Internet Usage
(1) The Employee acknowledges that access to the Company’s computer, email, internet, telephone and other information technology systems (collectively “IT Systems”) is provided for business purposes only.
(2) The Company does not allow its IT Systems to be used to create, send, receive, or store any data that can reasonably be considered illegal, inappropriate, offensive, defamatory, obscene, harassing, or which infringes the rights of a third party.
No foreign programs/files may be copied to the hard disk, installed and/or used on the computer via USB sticks, CD-ROM, similar data carriers or the Internet. Attention must be paid to virus control. Virus protection programs are to be used. Any malfunctions that may be related to a virus infection must be reported immediately to the network administration/system administrator. The retrieval, offering or distribution of illegal content, in particular of a racist or pornographic nature, is prohibited.
(3) The Company reserves the right to access, inspect, review, copy, and delete any of the information, data, or messages accessed through its IT Systems with or without notice to the Employee in order to protect the Company’s interests, if there are indications for misuse or other breaches of employment obligations. This includes, but is not limited to, all e-mail messages sent or received, all website visits, all chat sessions, all voicemails, and all file transfers into and out of the Company’s IT Systems. In addition, the Company may review IT Systems activity and analyze usage patterns. Accordingly, the Employee does not have any expectation of privacy as to their IT Systems usage and should not use these systems for information the Employee wishes to keep private.
(5) Use of IT Systems in a manner that breaches the provisions of this Clause 9 or other policies related to IT Systems published by the Company from time to time may constitute a serious breach of discipline and may result in disciplinary action against the Employee including dismissal without notice or payment in lieu of notice.
Sec. 10 Non-Competition
(1) The Employee undertakes not to enter in their own name and on their own behalf in any business that is in direct or indirect competition with the Company’s or any company of the Spire Global Group’s businesses.
(2) The Employee undertakes not to, either directly or through any other person or entity, solicit or induce or endeavor to solicit or induce any person who, on the date of termination of this Agreement, is employed by the Company or any company of the Spire Global Group to cease working for or providing services to the Company or any company of the Sire Global Group.
(3) The Employee undertakes not to, either directly or through any other person or entity, solicit or induce or endeavor to solicit or induce any consultant, supplier, or service provider to cease to deal with the Company or any company of the Spire Global Group and shall not
interfere in any way with any relationship between a consultant, a supplier, or a service provider and the Company or any company of the Spire Global Group.
(4) The Employee undertakes not to, either directly or through any other person or entity, solicit or induce or endeavor to solicit or induce any customer, client or other party receiving goods or services from the Company or any company of the Spire Global Group on the date of termination of this Agreement to cease to deal with the Company or any company of the Spire Global Group and shall not interfere in any way with any relationship between any such customer, client or other party and the Company or any company of the Spire Global Group.
(5) The undertakings set out in subsections (2) to (4) of this Sec. 10 are applicable during the term of this Agreement.
(6) The Employee agrees that they will never make any negative or disparaging statements (orally or in writing) about the Company, any company of the Spire Global Group or its or their respective stockholders, directors, officers, employees, products, services, or business practices.
Sec. 11 Intellectual Property
(1) The Employee acknowledges and agrees that, to the fullest extent authorized by law, all intellectual property rights which are directly or indirectly related to the Company’s activities and which concern work results created by the Employee in the course of their employment by the Company, upon instruction of the Company or simply by using techniques, means, resources and/or data belonging to the Company, shall be exclusively assigned to the Company, without the Employee having the right to claim any additional remuneration other than that provided for in this Agreement.
(2) Such intellectual property rights shall in particular include, but are not limited to, all present and future author’s rights, moral rights, rights on data bases, design rights or patent rights for the full term thereof, throughout the world.
(3) The assignment of rights to the Company will in particular, but not only include the right to sell, license, reproduce, communicate, translate, adapt, modify and in a general way put on the market either for free or against remuneration.
(4) The Employee irrevocably appoints the Company to be their attorney in fact and on their behalf to execute documents, use their name and do alt things which are necessary or desirable for the Company to obtain for itself or its nominee the full benefit of this clause 11. A certificate in writing, signed by any officer of the Company, that any instrument or act falls within the authority conferred by this Agreement shall be conclusive evidence that such is the case so far as any third party is concerned.
Sec. 12 Assignment and Pledge
The Employee is not entitled to assign, pledge or otherwise encumber any claims arising from this Agreement without the prior consent of the Employer.
Sec. 13 Notice in Case of Sick Leave
(1) The Employee shall be obliged to notify the Employer without undue delay of any inability to perform their work and the reasons for such inability.
(2) For an inability to work for more than three working days, the Employee shall provide evidence of the nature of the inability. In the event of incapacity for work, a medical certificate shall be submitted. The Employer reserves the right to demand proof of the prevention already from the first day of absence.
Sec. 14 Expiry Clause
(1) All mutual claims arising from the employment relationship and those connected with the employment relationship shall be forfeited if they are not asserted against the other contractual party in text form (Section 126 b BGB) within three months of the due date. In the event of rejection by the other party, the claims must be asserted by legal action within a further period of three months after rejection, otherwise they shall lapse.
(2) The exclusion according to item 1 above shall not apply in the case of liability due to intent or gross negligence as well as in the case of injury to life, body or health.
(3) Furthermore, the exclusion pursuant to Clause 1 above shall not apply to the employee’s claims to the statutory minimum wage and in the case of other claims arising from the law, statutory ordinances, collective bargaining agreements or works agreements which cannot be waived or which can only be waived with the consent of third parties. Any claims to remuneration in excess of this shall, however, be subject to exclusion in accordance with the above subsec. (1).
Sec. 16155 Miscellaneous
(1) There are no ancillary oral or written agreements apart from this this employment contract addressing the Employee’s work for the Employer.
(2) Additions and amendments to this employment contract, including the waiver of this written form requirement, must be made in writing. A company practice is not such an express or individual contractual agreement. Repeated benefits or privileges without an express or individual contractual agreement shall also not constitute a claim for the future.
(3) The Employee is thereby informed that their personal data will be collected, stored and processed, including automatically, on the basis of and in accordance with the legal requirements, in particular the EU General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). They confirm that they have read and understood the data protection information enclosed as Annex 1 to this Agreement and thus declare their consent. They declare that they have also read and understood the attached declaration on data secrecy and will sign the declaration of commitment pursuant to Section 53 BDSG, attached as Annex 2.
(4) This Agreement may be executed by the Parties in one or more counterparts (including by means of telecopied, facsimile, PDF, DocuSign or other electronic signature pages), each of
which shall be deemed an original, but all of which together shall constitute one and the same agreement. Signatures delivered by telecopied, facsimile, PDF, DocuSign or other electronic signature shall constitute original signatures.
(5) The rights and obligations of the Company under this Agreement shall inure to the benefit of and will be binding upon the successors and assigns of the Company. Neither party may, without the written consent of the other party, assign or delegate any of its rights or obligations under this Agreement except that the Company may, without any further consent of Employee, assign or delegate any of their rights or obligations under this Agreement to any corporation or other business entity (a) with which the Company may merge or consolidate, (b) to which the Company may sell or transfer all or substantially all of its assets or capital stock or equity, or (c) any affiliate or subsidiary of the Company. After any such assignment or delegation by the Company, the Company will be discharged from all further liability hereunder and such assignee will thereafter be deemed to be the “Company” for purposes of all terms and conditions of this Agreement, including this Sect. 16.5. The Employee may not assign this Agreement or any rights or obligations hereunder other than to Employee’s estate in the event of the Employee ‘s death.
(6) Amendments, supplements and the cancellation of this employment contract must be made in writing to be effective. This shall also apply to the amendment of this written form clause itself. Excluded are thereby, in particular, amendments to this Agreement resulting from a company practice.
(7) Should individual provisions of this Employment Agreement be or become invalid or impracticable, the validity of the remaining provisions shall remain unaffected. In the event of an invalid provision of this Agreement, the Parties will agree on a replacement provision which is legally valid and corresponds as much as possible to the economic purpose pursued by the invalid provision. The same principles apply in case this service contract proves to be incomplete.
(8) The laws of the Federal Republic of Germany shall apply to this employment contract. pof Spire Global Inc. by Spire Global Inc.
May 12, 2026
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Name: |
Theresa Condor |
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Employee, for and on behalf of Spire Global Germany GmbH |
/s/ Theresa Condor |
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Name: |
Gabriel Oehme |
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The Employee |
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/s/ Gabriel Oehme |
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Exhibit 31.1
CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Theresa Condor, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Spire Global, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: May 14, 2026 |
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By: |
/s/ Theresa Condor |
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Name: |
Theresa Condor |
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Title: |
President, Chief Executive Officer and Director |
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(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Alison Engel, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Spire Global, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: May 14, 2026 |
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By: |
/s/ Alison Engel |
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Name: |
Alison Engel |
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Title: |
Chief Financial Officer |
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(Principal Financial Officer) |
Exhibit 32.1
CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Theresa Condor, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Spire Global, Inc. for the fiscal quarter ended March 31, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Spire Global, Inc.
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Date: May 14, 2026 |
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By: |
/s/ Theresa Condor |
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Name: |
Theresa Condor |
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Title: |
President, Chief Executive Officer and Director (Principal Executive Officer) |
I, Alison Engel, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Spire Global, Inc. for the fiscal quarter ended March 31, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Spire Global, Inc.
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Date: May 14, 2026 |
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By: |
/s/ Alison Engel |
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Name: |
Alison Engel |
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Title: |
Chief Financial Officer (Principal Financial Officer) |