Spire Global, Inc.
A space-to-cloud data company that designs, builds, and operates its own fleet of small nanosatellites to track ships, planes, and weather from orbit, selling that data to businesses and governments. Founded in 2012 by three International Space University graduates who met in a café in Strasbourg, France, it started as NanoSatisfi with a Kickstarter-funded "ArduSat" project before renaming itself Spire in 2014. The name nods to the "ultimate vantage point of space" — a spire reaching upward to watch the Earth below.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes thereto included in this Quarterly Report on Form 10-Q and the audited consolidated fin…
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and related notes thereto included in this Quarterly Report on Form 10-Q and the audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). This Quarterly Report on Form 10-Q also includes revisions to previously issued financial statements as of and for the three months ended March 31, 2025, as discussed in Note 2 to the condensed consolidated financial statements. All relevant amounts presented in this section have been revised, as applicable, to reflect these adjustments. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated by these forward-looking statements as a result of many factors. Factors that could cause or contribute to such differences include those identified below and those discussed in the section titled “Risk Factors” in the 2025 Form 10-K and in this Quarterly Report on Form 10-Q. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Overview We are a global provider of space-based data, analytics, and space services, offering unique datasets and powerful insights about Earth so that organizations can make decisions with confidence in a rapidly changing world. We build, own, and operate a fully deployed constellation of multi-purpose nanosatellites that observe the Earth in real time using radio frequency (“RF”) technology. The data acquired by our satellites provide global weather intelligence, aircraft and ship movements, and spoofing and jamming detection to help predict how these patterns affect economies, global security, business operations, and the environment. Additionally, we deliver space-based intelligence through a mission-ready satellite network and military-grade analytics. Our platform supports persistent signal monitoring, source detection, and asset tasking across any global region of interest. We also offer Space Services solutions that enable our customers to deploy and scale their own constellation, by leveraging our proven space platform, global ground station network, end-to-end manufacturing facility, and extensive launch partnership network. We operate in the “listening” (RF) satellite market. We do not operate in the “looking” (imagery) or “talking” (communications) satellite markets. Our Data Solution Offerings Our proprietary constellation of Low Earth Multi-Use Receiver (“LEMUR”) satellites collects and transmits data to our proprietary global ground station network. The data is then autonomously moved from ground stations to proprietary data warehouses for cleansing, standardization, fusion and analysis. Our customers receive proprietary data, analysis, and predictive data and solutions delivered seamlessly in real and near real-time. For each data solution, we have the capability to offer customers a variety of features and additional value. The four forms of data we monetize are: •Clean data: Clean and structured data directly from our proprietary satellites; •Smart data: Clean data fused with third-party datasets and proprietary analysis to enhance value and provide insights; •Predictive data: Big data, artificial intelligence (“AI”), and machine learning (“ML”) algorithms applied to fused data sets to create predictive analytics and insights; and •Data Solutions: Data-driven actionable recommendations to solve specific business problems, utilizing the full spectrum of our data analytics suite. We monetize our proprietary solutions across a broad and growing range of current and target governments and industries including agriculture, logistics, financial services, insurance, aviation operations, energy, and academia, among others. The solutions we provide include space reconnaissance, aviation, weather and climate, and space services. 34 •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 $65.4 million, and the 2026 Private Placement closed on April 10, 2026. Highlights from the Six Months Ended June 30, 2026 •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. In July, Spire achieved a milestone in its Optical Inter-Satellite Link program, successfully establishing a cross-plane laser connection between two O-ISL equipped satellites. •We successfully demonstrated single-satellite RFGL techniques on orbit, including the detection and geolocation of S-band and X-band radio frequency signals. •We successfully established a satellite manufacturing facility in Munich to support sovereign space-based intelligence capabilities. •We signed a Memorandum of Understanding (MoU) with Schaeffler AG, with the intent to build a sovereign European space hardware and mission business before the end of this decade. •We signed a Memorandum of Understanding (MoU) with Diehl Defence, a leading German systems integrator for air defense and guided missile systems, to advance space-based early warning and reconnaissance capabilities. •We successfully shipped 10 satellites to Vandenberg Space Force Base in June for a subsequent launch in early July. As of July, we have launched 29 satellites across three missions in 2026. 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. 35 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. Investment in Growth We continue investing in growing our business and capitalizing on our market opportunities while balancing the uncertainties from the macroeconomic environment and geopolitical factors. We intend to continue to add headcount to our global sales and marketing teams to acquire new customers and to increase sales to existing customers. We also intend to add headcount as needed to our research and development teams to increase satellite design, manufacturing and checkout speed as well as improve latency, reliability and satellite life. The costs of these investments may adversely affect our results of operations, but we believe that these investments will contribute to our long-term growth. Impact of Foreign Exchange Rates Our reporting currency is the U.S. Dollar. The functional currencies of our foreign operating subsidiaries is the local currency in which each subsidiary operates, including the Euro, the British Pound Sterling, the Singapore Dollar and the Canadian Dollar. The U.S. Dollar weakened against these local functional currencies for the three and six months ended June 30, 2026 compared with the three and six months ended June 30, 2025. Approximately one-third of our sales are denominated in foreign currencies, so a weaker U.S. Dollar generally has a positive effect on revenue. Conversely, operating expenses are primarily incurred outside the U.S., so a weaker U.S. Dollar increases expenses. For additional information, see Note 2 to our consolidated financial statements included in Part II, Item 8 of the 2025 Form 10-K. The financial statements of these subsidiaries are translated into U.S. Dollars using exchange rates in effect at each balance sheet date for assets and liabilities and average exchange rates during the period for revenue and expenses. To the extent we experience significant currency fluctuations, our results of operations may be impacted. Macroeconomic and Geopolitical Impact The macroeconomic environment may cause existing or potential customers to re-evaluate their decision to purchase our offerings, at times resulting in additional customer discounts, extended payment terms, and longer sales cycles. In particular, delays in approving appropriations bills and recent government funding disruptions have and may continue to negatively affect the timing of certain U.S. federal government orders. Negative macroeconomic conditions, including elevated inflation, interest rate volatility, credit market disruptions, trade restrictions and tariffs, and geopolitical tensions, civil unrest, or armed conflicts, have and may continue to affect customer purchasing patterns, occasionally resulting in selective project delays or extended sales cycles. Although imposition of tariffs or other trade restrictions have not had a material impact on our business, they could create future supply-chain disruptions or cost pressures. For additional information, see “Risk Factors—Risks Related to Our Industry and Business—Uncertain macroeconomic and geopolitical conditions have negatively impacted, and may continue to impact, our business, financial condition, and results of operations.” in Part I, Item 1A of the 2025 Form 10-K. 36 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 June 30, 2026, we expect to recognize our RPO over the following future periods (in thousands): June 30, 2026 1 to 12 months $ 51,390 38 % 13 to 24 months 41,433 31 % 25 to 36 months 27,005 20 % 37 to 48 months 11,022 8 % Remaining 3,617 3 % Total $ 134,467 100 % 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. 37 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 costs. 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. Gain on Sale of a Business. The gain on the sale of our maritime business primarily reflects the excess of the sale proceeds over the net book value of the assets sold, net of transaction costs and other related adjustments. Loss on Extinguishment of Debt. Loss on extinguishment of debt includes applicable premium, exit fee, legal fees, and other fees associated with the payoff of existing debt. 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. 38 Results of Operations Three and Six Months Ended June 30, 2026, Compared to Three and Six Months Ended June 30, 2025 The following tables set forth selected condensed consolidated statements of operations data for each of the periods indicated: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2026 2025 2026 2025 Revenue $ 18,048 $ 19,182 $ 33,882 $ 43,058 Cost of revenue 11,890 9,806 21,419 24,970 Gross profit 6,158 9,376 12,463 18,088 Operating expenses: Research and development 8,180 10,195 16,879 18,854 Sales and marketing 3,205 4,412 6,351 9,943 General and administrative 14,140 17,186 32,266 34,836 Loss on decommissioned satellites and other assets write-offs 526 1,110 1,435 6,270 Total operating expenses 26,051 32,903 56,931 69,903 Loss from operations (19,893 ) (23,527 ) (44,468 ) (51,815 ) Other (expense) income: Interest income 782 646 1,256 666 Interest expense — (1,686 ) — (7,416 ) Gain on sale of a business — 154,305 — 154,305 Loss on extinguishment of debt — (12,008 ) — (12,008 ) Change in fair value of contingent earnout liability — (227 ) — 811 Change in fair value of warrant liabilities (157 ) (2,790 ) (277 ) 3,047 Foreign exchange (loss) gain (577 ) 6,965 (2,205 ) 10,791 Other income (expense), net 139 (287 ) 200 (511 ) Total other income (expense), net 187 144,918 (1,026 ) 149,685 (Loss) income before income taxes (19,706 ) 121,391 (45,494 ) 97,870 Income tax provision 263 1,801 318 1,795 Net (loss) income $ (19,969 ) $ 119,590 $ (45,812 ) $ 96,075 Revenue Three Months Ended June 30, Six Months Ended June 30, % (dollars in thousands) 2026 2025 % Change 2026 2025 Change Revenue $ 18,048 $ 19,182 (6 )% $ 33,882 $ 43,058 (21 )% Three Months Ended June 30, 2026, Compared to Three Months Ended June 30, 2025 Total revenue decreased $1.1 million, or 6%, for the three months ended June 30, 2026, compared with the three months ended June 30, 2025. This decrease was primarily driven by a decrease in revenue of $3.4 million due to the Maritime Transaction, partially offset by an increase in revenue of $1.2 million from additional RFGL data purchases and an increase in revenue of $0.6 million from delivery of Space Service data to our customers. Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025 Total revenue decreased $9.2 million, or 21%, for the six months ended June 30, 2026, compared with the six months ended June 30, 2025. This decrease was primarily driven by a decrease in revenue of $13.1 million due to the Maritime Transaction, partially offset by an increase in revenue of $2.2 million from additional RFGL data purchases and $1.5 million in weather data purchases. 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. 39 Revenue by customer type: Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2026 2025 2026 2025 Commercial $ 8,796 49 % $ 10,789 56 % $ 17,138 51 % $ 26,538 62 % Government 9,252 51 % 8,393 44 % $ 16,744 49 % 16,520 38 % Total revenue $ 18,048 100 % $ 19,182 100 % $ 33,882 100 % $ 43,058 100 % Revenue by geographic region: Three Months Ended June 30, Six Months Ended June 30, (dollars in thousands) 2026 2025 2026 2025 Americas $ 12,033 67 % $ 12,584 66 % $ 22,316 66 % $ 26,164 61 % EMEA 5,502 30 % 5,987 31 % 10,634 31 % 14,204 33 % Asia Pacific 513 3 % 611 3 % 932 3 % 2,690 6 % Total revenue $ 18,048 100 % $ 19,182 100 % $ 33,882 100 % $ 43,058 100 % Cost of Revenue Three Months Ended June 30, Six Months Ended June 30, % (dollars in thousands) 2026 2025 % Change 2026 2025 Change Cost of revenue $ 11,890 $ 9,806 21 % $ 21,419 $ 24,970 (14 )% Gross profit 6,158 9,376 (34 )% 12,463 18,088 (31 )% Gross margin 34 % 49 % 37 % 42 % Three Months Ended June 30, 2026, Compared to Three Months Ended June 30, 2025 Cost of revenue increased $2.1 million, or 21%, for the three months ended June 30, 2026, compared with the three months ended June 30, 2025. This increase was due to an increase of $1.7 million in personnel costs, an increase of $1.4 million in depreciation expense, and an increase of $0.3 million in professional fees, partially offset by a decrease of $1.4 million in satellite operations costs following the Maritime Transaction. The increase in personnel costs was driven by higher R&D Services activity, which increased the proportion of salaries and benefits attributed to cost of revenue. The increase in depreciation expense is due to satellites in service. Gross margin was 34% and 49% for the three months ended June 30, 2026 and 2025, respectively. The decrease was primarily driven by the increase in cost of revenue described above, as well as the impacts associated with the termination for convenience of a contract with the Canadian Space Agency to design and develop the WildFireSat constellation of satellites to monitor wildfires in Canada. We have a right to submit, and have submitted, a settlement proposal with respect to costs arising from the termination of this contract in accordance with the Procedures Information Guide provided by Public Works and Government Services Canada and the recoverability of amounts under this proposal may impact our gross margin in future periods. Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025 Cost of revenue decreased $3.6 million, or 14%, for the six months ended June 30, 2026, compared with the six months ended June 30, 2025. This decrease was due to a decrease of $6.7 million in satellite operations costs, partially offset by an increase of $2.3 million in personnel costs and an increase of $0.7 million in professional fees. The decrease in satellite operations was due to a decrease of $6.2 million in software expense driven by a downlink data service cost incurred in the three months ended March 31, 2025 that did not recur in 2026, and a decrease due to the Maritime Transaction. The increase in personnel costs was driven by higher R&D services activity, which increased the proportion of salaries and benefits attributed to cost of revenue. 40 Gross margin was 37% and 42% for the six months ended June 30, 2026 and 2025, respectively. The decrease was driven by a decrease in revenue, partially offset 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 June 30, Six Months Ended June 30, % (dollars in thousands) 2026 2025 % Change 2026 2025 Change Research and development $ 8,180 $ 10,195 (20 )% $ 16,879 $ 18,854 (10 )% Percentage of total revenue 45 % 53 % 50 % 44 % Three Months Ended June 30, 2026, Compared to Three Months Ended June 30, 2025 Research and development expenses decreased $2.0 million or 20%, for the three months ended June 30, 2026, compared with the three months ended June 30, 2025. Personnel costs decreased $2.2 million primarily driven by higher R&D Services activity, which increased the proportion of costs allocated to cost of revenue, and lower stock-based compensation and wages related to the Maritime Transaction. Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025 Research and development expenses decreased $2.0 million or 10%, for the six months ended June 30, 2026, compared with the six months ended June 30, 2025. This decrease was driven by a decrease of $1.9 million in personnel costs driven by higher R&D Services activity and a decrease of $0.3 million in equipment expenses. Sales and Marketing Three Months Ended June 30, Six Months Ended June 30, % (dollars in thousands) 2026 2025 % Change 2026 2025 Change Sales and marketing $ 3,205 $ 4,412 (27 )% $ 6,351 $ 9,943 (36 )% Percentage of total revenue 18 % 23 % 19 % 23 % Three Months Ended June 30, 2026, Compared to Three Months Ended June 30, 2025 Sales and marketing expenses decreased $1.2 million, or 27%, for the three months ended June 30, 2026, compared with the three months ended June 30, 2025. This decrease was driven by a decrease of $1.3 million in personnel costs following the Maritime Transaction. Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025 Sales and marketing expenses decreased $3.6 million, or 36%, for the six months ended June 30, 2026, compared with the six months ended June 30, 2025. This decrease was driven by a decrease of $3.8 million in personnel costs following the Maritime Transaction, partially offset by an increase of $0.2 million in external consulting for marketing support. 41 General and Administrative Three Months Ended June 30, Six Months Ended June 30, % (dollars in thousands) 2026 2025 % Change 2026 2025 Change General and administrative $ 14,140 $ 17,186 (18 )% $ 32,266 $ 34,836 (7 )% Percentage of total revenue 78 % 90 % 95 % 81 % Three Months Ended June 30, 2026, Compared to Three Months Ended June 30, 2025 General and administrative expenses decreased $3.0 million, or 18%, for the three months ended June 30, 2026, compared with the three months ended June 30, 2025. This decrease was due to a decrease of $4.9 million in personnel costs, partially offset by an increase of $1.1 million in professional fees, an increase of $0.6 million in facilities expense, and an increase of $0.2 million in software and hosting fees. The decrease in personnel costs was driven by lower stock-based compensation of $3.0 million and lower bonus and severance payments of $2.0 million, in each case primarily related to the Maritime Transaction. The increase in professional fees was primarily due to legal proceedings. See Part II, Item I of this Quarterly Report on Form 10-Q for additional information. The increase in facilities expense is due to the early lease termination of a building in Canada. Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025 General and administrative expenses decreased $2.6 million, or 7%, for the six months ended June 30, 2026, compared with the six months ended June 30, 2025. This decrease was due to a decrease of $4.8 million in personnel costs, partially offset by an increase of $1.1 million in professional fees, an increase of $0.8 million in facilities expense, and an increase of $0.2 million in travel and expenses. The decrease in personnel costs was driven by lower stock-based compensation of $3.2 million and lower bonus and severance payments of $1.8 million, in each case primarily related to the Maritime Transaction. The increase in professional fees was primarily due to legal proceedings. See Part II, Item I of this Quarterly Report on Form 10-Q for additional information. The increase in facilities expense is due to the early lease termination of a building in Canada. Loss on Decommissioned Satellites and Other Assets Write-offs Three Months Ended June 30, Six Months Ended June 30, % (dollars in thousands) 2026 2025 % Change 2026 2025 Change Loss on decommissioned satellites and other assets write-offs $ 526 $ 1,110 (53 )% $ 1,435 $ 6,270 (77 )% Percentage of total revenue 3 % 6 % 4 % 15 % Three Months Ended June 30, 2026, Compared to Three Months Ended June 30, 2025 Loss on decommissioned satellites and other assets write-offs decreased $0.6 million, or 53%, for the three months ended June 30, 2026, compared with the three months ended June 30, 2025. The loss for the three months ended June 30, 2026 was primarily due to the Company’s decision to stop supporting one underperforming satellite and the deorbiting of one satellite. The loss for the three months ended June 30, 2025 was primarily due to the deorbiting of three satellites. Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025 Loss on decommissioned satellites and other assets write-offs decreased $4.8 million, or 77%, for the six months ended June 30, 2026, compared with the six months ended June 30, 2025. The loss for the six months ended June 30, 2026 was primarily due to the deorbiting of two satellites and the Company’s decision to stop supporting one underperforming satellite. The loss for the six months ended June 30, 2025 was primarily due to the Company’s decision to stop supporting three underperforming satellites and the deorbiting of three satellites. 42 Other (Expense) Income Three Months Ended June 30, Six Months Ended June 30, % (dollars in thousands) 2026 2025 % Change 2026 2025 Change Interest income $ 782 $ 646 21 % $ 1,256 $ 666 89 % Interest expense $ — $ (1,686 ) (100 )% $ — $ (7,416 ) (100 )% Gain on sale of a business $ — $ 154,305 * $ — $ 154,305 * Loss on extinguishment of debt $ — $ (12,008 ) * $ — $ (12,008 ) * Change in fair value of contingent earnout liability $ — $ (227 ) (100 )% $ — $ 811 (100 )% Change in fair value of warrant liabilities $ (157 ) $ (2,790 ) (94 )% $ (277 ) $ 3,047 (109 )% Foreign exchange (loss) gain $ (577 ) $ 6,965 (108 )% $ (2,205 ) $ 10,791 (120 )% Other income (expense), net $ 139 $ (287 ) (148 )% $ 200 $ (511 ) (139 )% Three Months Ended June 30, 2026, Compared to Three Months Ended June 30, 2025 Interest income increased by $0.1 million, or 21%, for the three months ended June 30, 2026, compared with the three months ended June 30, 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 $1.7 million, or 100%, for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, due to the repayment of our outstanding debt on April 25, 2025. Gain on sale of a business was $154.3 million for the three months ended June 30, 2025, with no comparable amount for the three months ended June 30, 2026. The gain was driven by the excess of proceeds from the Maritime Transaction over the net book value of the assets sold, net of transaction costs and other related adjustments. Loss on extinguishment of debt was $12.0 million for the three months ended June 30, 2025, with no comparable amount for the three months ended June 30, 2026. The loss resulted from the repayment and termination of our debt facilities, including approximately $10.5 million related to the Blue Torch credit facility and $1.5 million related to the SIF loan, and included applicable premiums, exit fees, legal fees and other associated costs. There was no change in fair value of contingent earnout liability for the three months ended June 30, 2026. For the three months ended June 30, 2025, we recorded a loss of $0.2 million. The loss in the three months ended June 30, 2025 was primarily due to an increase in fair value resulting from an increase 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 $0.2 million for the three months ended June 30, 2026, compared to a loss of $2.8 million for the three months ended June 30, 2025. The loss in the three months ended June 30, 2025 was primarily due to an increase in fair value resulting from an increase 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 $0.6 million for the three months ended June 30, 2026, compared to a gain of $7.0 million for the three months ended June 30, 2025, representing a year-over-year change of $7.5 million. The loss in the three months ended June 30, 2026 was primarily driven by the remeasurement of intercompany balances denominated in U.S. dollars held by our Luxembourg and Germany entities and owed to our U.S. entity resulting from the strengthening of the U.S. dollar relative to the Euro. 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. The weakening of the U.S. Dollar for the period ended June 30, 2025, relative to the Euro and British Pound Sterling at March 31, 2025, triggered the remeasurement and unrealized gain. Other income (expense), net improved $0.4 million, or 148% for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. This improvement was primarily due to a decrease in equity investment losses. 43 Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025 Interest income increased by $0.6 million, or 89%, for the six months ended June 30, 2026, compared with the six months ended June 30, 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 $7.4 million, or 100%, for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, due to the repayment of our outstanding debt on April 25, 2025. Gain on sale of a business was $154.3 million for the six months ended June 30, 2025, with no comparable amount for the six months ended June 30, 2026. The gain was driven by the excess of proceeds from the sale of the maritime business over the net book value of the assets sold, net of transaction costs and other related adjustments. Loss on extinguishment of debt was $12.0 million for the six months ended June 30, 2025, with no comparable amount for the six months ended June 30, 2026. The loss resulted from the repayment and termination of our debt facilities, including approximately $10.5 million related to the Blue Torch credit facility and $1.5 million related to the SIF loan, and included applicable premiums, exit fees, legal fees and other associated costs. There was no change in fair value of contingent earnout liability for the six months ended June 30, 2026. For the six months ended June 30, 2025, we recorded a gain of $0.8 million. The gain in the six months ended June 30, 2025 was primarily due to a decrease in fair value resulting from a decrease 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 $0.3 million for the six months ended June 30, 2026, compared to a gain of $3.0 million for the six months ended June 30, 2025. The gain in the six months ended June 30, 2025 was primarily due to a decrease in fair value resulting from a decrease 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 $2.2 million for the six months ended June 30, 2026, compared to a gain of $10.8 million for the six months ended June 30, 2025, representing a year-over-year change of $13.0 million. The loss in the six months ended June 30, 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. The weakening of the U.S. Dollar for the period ended June 30, 2025, relative to the Euro and British Pound Sterling at December 31, 2024, triggered the remeasurement and unrealized gain. Other income (expense), net improved $0.7 million, or 139% for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. This improvement was primarily due to a decrease in equity investment losses. Income Tax Provision Three Months Ended June 30, Six Months Ended June 30, % (dollars in thousands) 2026 2025 % Change 2026 2025 Change Income tax provision $ 263 $ 1,801 (85 )% $ 318 $ 1,795 (82 )% Three Months Ended June 30, 2026, Compared to Three Months Ended June 30, 2025 Provision for income taxes for the three months ended June 30, 2026 was primarily due to the increase in pre-tax book income for our U.K. and Canadian entities. The provision for income taxes for the three months ended June 30, 2025 was primarily due to taxable income recognized from the gain on the sale of the maritime business. 44 Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025 Provision for income taxes for the six months ended June 30, 2026 was primarily due to the increase in pre-tax book income for our U.K. and Canadian entities. The provision for income taxes for the six months ended June 30, 2025 was primarily due to taxable income recognized from the gain on the sale of the maritime business. 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. 45 •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 June 30, Six Months Ended June 30, (in thousands) 2026 2025 2026 2025 Net (loss) income $ (19,969 ) $ 119,590 $ (45,812 ) $ 96,075 Depreciation & amortization 4,063 2,524 7,081 6,937 Interest, net (782 ) 1,040 (1,256 ) 6,750 Income tax provision 263 1,801 318 1,795 EBITDA (16,425 ) 124,955 (39,669 ) 111,557 Adjustments to EBITDA: Gain on sale of a business — (154,305 ) - (154,305 ) Loss on extinguishment of debt — 12,008 - 12,008 Change in fair value of contingent earnout liability — 227 - (811 ) Change in fair value of warrant liabilities 157 2,790 277 (3,047 ) Foreign exchange loss (gain) 577 (6,965 ) 2,205 (10,791 ) Other (income) expense, net (139 ) 287 (200 ) 511 Stock-based compensation 3,043 6,222 7,006 11,127 Loss on decommissioned satellites and other assets write-offs 526 1,110 1,435 6,270 Other unusual and infrequent costs(1) 3,633 3,388 10,131 9,125 Other acquisition accounting amortization — 54 - 219 Adjusted EBITDA $ (8,628 ) $ (10,229 ) $ (18,815 ) $ (18,137 ) (1) Includes (i) restructuring charges of $1.3 million and $2.1 million for the three and six months ended June 30, 2026, respectively, and $1.2 million and $1.5 million for the three and six months ended June 30, 2025, respectively, (ii) legal, accounting, and other professional fees of $2.3 million and $8.0 million for the three and six months ended June 30, 2026, respectively, and $0.7 million and $6.1 million for the three and six months ended June 30, 2025, respectively, and (iii) bonus expenses associated with the Maritime Transaction of $1.5 million for each of the three and six months ended June 30, 2025. 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 46 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 June 30, 2026, our principal sources of liquidity to fund our operations are from cash and cash equivalents of $38.8 million and marketable securities of $52.9 million, primarily attributable to net proceeds of $109.5 million from the Maritime Transaction, net proceeds of $37.3 million from the 2025 Private Placement (as defined below), and net proceeds of $65.4 million from the 2026 Private Placement (as defined below). Of the $38.8 million of cash and cash equivalents, approximately $13.5 million was held outside of the U.S., with the remaining $25.3 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 June 30, 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. 47 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 L3Harris Agreement between exactEarth and L3Harris, 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 $65.4 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: Six Months Ended June 30, (in thousands) 2026 2025 Net cash used in operating activities $ (49,584 ) $ (43,504 ) Net cash (used in) provided by investing activities $ (8,421 ) $ 145,323 Net cash provided by (used in) financing activities $ 70,237 $ (76,223 ) 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 $49.6 million for the six months ended June 30, 2026. The net cash used in operating activities reflected our net loss of $45.8 million, adjustments for non-cash items of $16.4 million and a net decrease of $20.1 million in net operating assets and liabilities. Non-cash items primarily consisted of $7.1 million of depreciation and amortization expense, $7.0 million of stock-based compensation expense, $1.5 million of amortization of operating lease right-of-use assets, and $1.4 million loss on decommissioned satellites and disposal of assets. Changes in operating assets and liabilities primarily included a decrease of $6.0 million in other accrued expenses, an increase of $3.1 million in contract assets, a decrease of $3.0 million in accounts payable, a decrease of $2.5 million in contract liabilities, a decrease of $2.3 million in operating lease liabilities, an increase of $2.3 million in accounts receivable, net, and a $1.0 million increase in other current assets. Net cash used in operating activities was $43.5 million for the six months ended June 30, 2025. The net cash used in operating activities reflected our net income of $96.1 million, adjustments for non-cash items of $141.5 million and a net decrease of $2.0 million in net operating assets. Non-cash items primarily consisted of a $154.3 million gain on sale of a business, a $23.7 million on cost on sale of a business, a $3.0 million change in fair value of warrant liabilities, and an $0.8 million change in fair value of contingent earnout liability, partially offset by a $12.0 million on loss on extinguishment of debt, $11.1 million of stock-based compensation expense, $6.9 million of depreciation and amortization expense, a $6.3 million loss on decommissioned satellites and disposal of assets, $1.5 million of amortization of operating lease right-of-use assets, and $2.5 million of other, net. Changes in operating assets and liabilities included a $5.6 million decrease in accounts receivable, net primarily due to the sale of the maritime business, a $2.5 million increase in contract liabilities primarily due to the sale of the 48 maritime business, and a $4.1 million increase in other accrued expenses, partially offset by a $4.9 million decrease in accounts payable, a $1.8 million increase in other current assets, a $1.3 million increase in contract assets, a $1.3 million decrease in operating lease liabilities, and a $1.0 million increase in other long-term 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: Six Months Ended June 30, % (dollars in thousands) 2026 2025 Change Spire platform / infrastructure $ 4,698 $ 2,266 107 % Customer funded (Space Services) 8,724 10,241 (15 )% Total capital expenditures $ 13,422 $ 12,507 7 % Net cash used in investing activities was $8.4 million for the six months ended June 30, 2026, due to $52.6 million of purchases of short-term investments, and $13.4 million in purchases of property and equipment, partially offset by cash from $57.6 million of maturities of short-term investments. Net cash provided by investing activities was $145.3 million for the six months ended June 30, 2025, due to proceeds from the sale of the maritime business, net of cash of $238.9 million, partially offset by $81.1 million of purchases of short-term investments, and $12.5 million in purchases of property and equipment. Cash Flows from Financing Activities Net cash provided by financing activities was $70.2 million for the six months ended June 30, 2026, due to net proceeds of $65.4 million from the 2026 Private Placement, proceeds of $4.5 million from the exercise of stock options, and proceeds of $0.3 million from our employee stock purchase plan. Net cash used in financing activities was $76.2 million for the six months ended June 30, 2025, due to payments of $105.7 million on long-term debt and $9.1 million of applicable premium, exit fees, legal and other fees, partially offset by $37.3 million of proceeds from the 2025 Private Placement, proceeds of $0.9 million from the exercise of stock options, and proceeds of $0.4 million from our employee stock purchase plan. 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. 49
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 adversel…
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 losses of $0.6 million and $2.2 million for the three and six months ended June 30, 2026, respectively, and gains of $7.0 million and $10.8 million for the three and six months ended June 30, 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 $0.5 million for the six months ended June 30, 2026. Interest Rate Sensitivity As of June 30, 2026, we had cash and cash equivalents of $38.8 million and short-term marketable securities of $52.9 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 and six months ended June 30, 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.
Read original filing text →From time to time, we are involved in various legal proceedings arising from the normal course of business activities. Although the ultimate outcome of pending matters is not presently determinable, management believes that the resolution of all such pending matters, based on an…
From time to time, we are involved in various legal proceedings arising from the normal course of business activities. Although the ultimate outcome of pending matters is not presently determinable, management believes that the resolution of all such pending matters, based on an assessment of the current facts and circumstances, will not have a material adverse effect on our business, results of operations, financial condition or cash flows; however, there can be no assurance that the ultimate resolution of these matters will not materially adversely affect our business, results of operations, financial condition or cash flows. Space Services Customer Dispute On September 20, 2024, NorthStar Earth & Space, Inc., a Space Services customer, initiated arbitration before the Court of International Arbitration of the International Chamber of Commerce (“ICC”) against Legacy Spire, seeking approximately $15.0 million in damages for alleged breaches of a Space Services contract entered into on March 1, 2022, to build a constellation of satellites focused on space-situational awareness and debris monitoring. On October 30, 2024, Legacy Spire denied all claims and asserted a counterclaim seeking approximately $5.0 million in damages. Separately, on October 22, 2024, Legacy Spire filed a motion for summary judgment in the Supreme Court of the State of New York, New York County, seeking to enforce the customer’s payment obligations under a promissory note, which became due on October 20, 2024, issued in connection with the Space Services contract. Legacy Spire sought payment of approximately $5.1 million, consisting of $4.5 million in principal, $0.6 million in interest, along with 14% interest per annum. The customer subsequently removed the action to the U.S. District Court for the Southern District of New York, and filed a motion to compel arbitration of the claim and stay the case pending the outcome of the arbitration. On February 24, 2025, the court granted the customer’s motion, compelling arbitration of all disputes arising from the note and staying the court proceedings pending the outcome of the arbitration. On February 24, 2025, the customer filed a Revised Request for Arbitration, seeking damages in the sum of $45.9 million, alleging additional breach of contract, willful misconduct and fraudulent misrepresentation claims against us, which we deny in full. In January 2026, the arbitral tribunal held an evidentiary hearing, the outcome of which remains pending. We believe that we have strong factual and legal defenses to NorthStar’s claims and that damages sought by NorthStar are speculative, without evidentiary support, and contrary to the terms of the Space Services contract. On July 31, 2026, the arbitral tribunal issued a Final Award in the amount of approximately $12.4 million in our favor. We are evaluating the Final Award and its implications. Among other things, the tribunal dismissed all of NorthStar’s claims, including its claims that the Framework Agreement was induced by fraudulent misrepresentation and that Legacy Spire breached the Space Services contract, granted Legacy Spire’s counterclaim on the promissory note, and granted Legacy Spire’s counterclaims for costs incurred as a result of the interlocutory injunction and for costs of the arbitration. The Final Award is final and binding on the parties under the arbitration agreement and the rules under which the arbitration was conducted. The total payment of approximately $12.4 million owed by NorthStar is immediately due and payable. At this time, we cannot predict the timing or amount of any recovery or other impacts of the Final Award. 55 SEC Investigation In July 2025, we received a subpoena from the SEC seeking records relating to, among other matters, (i) the restatement of our consolidated financial statements as of and for the years ended December 31, 2023 and 2022, the unaudited condensed consolidated financial information as of the quarter ends and for the interim periods in the years ended December 31, 2023 and 2022, and the unaudited condensed consolidated financial statements as of and for the quarter ended March 31, 2024; (ii) our historical accounting policies and practices; (iii) our internal control over financial reporting, disclosure controls and procedures, and material weaknesses therein; and (iv) the premature filing of our Annual Report on Form 10-K for the year ended December 31, 2024. We are cooperating with the SEC’s investigation; however, we cannot predict the ultimate outcome or timing of the investigation, or its impact on our business, financial condition and results of operations.
Read original filing text →Our operations and financial results are subject to various risks and uncertainties. You should carefully consider the factors described in Part I, Item 1A, “Risk Factors” in the 2025 Form 10-K, which could adversely affect our business, financial condition, results of operation…
Our operations and financial results are subject to various risks and uncertainties. You should carefully consider the factors described in Part I, Item 1A, “Risk Factors” in the 2025 Form 10-K, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our stock. There have been no material changes to our risk factors included in our 2025 Form 10-K. Our business, financial condition, results of operations, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material.
Read original filing text →