Spire Global Inc-A美股招股说明书(2026-04-21版)

3,162,500 Shares of Class A Common Stock This prospectus relates to the resale by the selling stockholders identified in this prospectus of up to 3,162,500 shares of ourClass A common stock, par value $0.0001 per share, that are currently outstanding. We are registering the offer and sale of these shares to satisfy certain registration rights we have granted. The sellingstockholders may sell the shares described in this prospectus in a number of different ways and at varying prices. We will not receiveany of the proceeds from such sales. The selling stockholders will pay any underwriting discounts and commissions and expensesincurred by them in disposing of these shares. We will bear all other costs, fees and expenses incurred in effecting the registration ofthese shares, as described in more detail in the section titled “Use of Proceeds” appearing elsewhere in this prospectus. We providemore information about how the selling stockholders may sell their shares in the section titled “Plan of Distribution” appearingelsewhere in this prospectus. The selling stockholders may sell any, all or none of the shares of Class A common stock and we do not know when or in whatamount the selling stockholders may sell their shares hereunder following the effective date of this registration statement. Our Class A common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “SPIR.” On April 9, 2026,the last quoted sale price for our Class A common stock as reported on NYSE was $17.92 per share. Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read thediscussion of the risks of investing in our securities in the section titled “Risk Factors” beginning on page 5 of this prospectus. You should rely only on the information contained in this prospectus or any prospectus supplement or amendmenthereto. We have not authorized anyone to provide you with different information. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSIONHAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS ISTRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is April 21, 2026 TABLE OF CONTENTS SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS1PROSPECTUS SUMMARY3THE OFFERING4RISK FACTORS5USE OF PROCEEDS6SELLING STOCKHOLDERS7PLAN OF DISTRIBUTION8DESCRIPTION OF SECURITIES TO BE REGISTERED10LEGAL MATTERS15EXPERTS15WHERE YOU CAN FIND MORE INFORMATION15INCORPORATION OF CERTAIN INFORMATION BY REFERENCE15 Neither we nor the selling stockholders have authorized anyone to provide any information other than that contained orincorporated by reference in this prospectus, any applicable prospectus supplement or in any free writing prospectusprepared by or on behalf of us or to which we have referred you. Neither we nor the selling stockholders take responsibilityfor, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor theselling stockholders are making an offer of these securities in any jurisdiction where the offer is not permitted. You shouldnot assume that the information contained in or incorporated by reference in this prospectus, any applicable prospectussupplement or in any free writing prospectus is accurate as of any date other than their respective dates. iExcept as otherwise indicated by the context, references in this prospectus to “we,” “us,” “our” and the “Company” areto the consolidated business of Spire Global, Inc. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements within the meaning of the federal securities laws, which statements involvesubstantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operatingperformance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,”“should,” “expect,” “plan,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,”“predict,” “potential,” “seek” or “continue” or the negative of these words or other similar terms or expressions that concern ourexpectations, strategy, plans or intentions. Forward-looking statements contained in this prospectus include, but are not limited to,statements about: •our cash runway and potential need for additional capital to support business growth, which might not be available oncompany favorable terms, if at all;•significant political, trade, regulatory developments, and other circumstances beyond our control, including as a result ofgeopolitical uncertainty and instability and tariffs, which could have a material adverse effect on our financial condition orresults of operations;•global and domestic economic conditions, including currency exchange rate fluctuations, inflation, interest rates and theirimpact