UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 5, 2023 |
SPIRE GLOBAL, INC.
(Exact name of registrant as specified in its charter)
Delaware |
001-39493 |
85-1276957 |
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(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
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8000 Towers Crescent Drive Suite 1100 |
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Vienna, Virginia |
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22182 |
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(Address of principal executive offices) |
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(Zip code) |
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Registrant’s telephone number, including area code: (202) 301-5127 |
Not Applicable |
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Class A common stock, par value of $0.0001 per share |
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SPIR |
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The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
As previously reported in its Current Report on Form 8-K filed on March 20, 2023, Spire Global, Inc. (the “Company”) filed a petition on March 17, 2023 in the Court of Chancery of the State of Delaware (the “Court of Chancery”) pursuant to Section 205 of the Delaware General Corporation Law (“Section 205 Petition”), seeking validation of the Company’s current restated certificate of incorporation among other matters. The case is captioned In Re Spire Global, Inc., C.A. No. 2023-0331-LWW (Del. Ch.).
On April 5, 2023, the Court of Chancery held a hearing on the Section 205 Petition and issued a bench ruling granting the petition and awarding the requested relief. The Court of Chancery then entered an order memorializing its bench ruling, validating and declaring effective retroactively the Company’s current restated certificate of incorporation, as of its effective date, as well as all shares of capital stock of the Company issued in reliance on the effectiveness of the Company’s current restated certificate of incorporation, as of the date and time of the original issuance of such shares.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description of Exhibit |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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Date: |
April 7, 2023 |
By: |
/s/ Peter Platzer |
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Name: Title: |
Peter Platzer Chief Executive Officer |