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Spire Global Inc-A美股招股说明书(2026-08-05版)

2026-08-05 美股招股说明书 测试专用号1普通版
报告封面

5,000,000 Shares of Class A Common Stock This prospectus supplement amends and supplements the prospectus dated May 4, 2026 (as supplemented or amended fromtime to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (No. 333-295274). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the informationcontained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 5, 2026 (the “CurrentReport”). Accordingly, we have attached the Current Report to this prospectus supplement. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and maynot be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. Thisprospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information inthe Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Our Class A common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “SPIR.” On August 3‚2026, the last quoted sale price for our Class A common stock as reported on NYSE was $12.28 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 the Prospectus. You should rely only on the information contained in the Prospectus, this prospectus supplement and any otherprospectus supplement or amendment hereto. 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 August 5, 2026 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): July 31, 2026 SPIRE GLOBAL, INC. (Exact name of registrant as specified in its charter) Delaware(State or other jurisdictionof incorporation) (Commission File Number) 8000 Towers Crescent DriveSuite 1100Vienna, Virginia(Address of principal executive offices) 22182(Zip code) 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 registrantunder any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐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: 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 forcomplying 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 disclosed, on September 20, 2024, NorthStar Earth & Space, Inc. (“NorthStar”), a Space Services customer, initiatedarbitration before the International Court of Arbitration of the International Chamber of Commerce against Spire Global Subsidiary,Inc. (formerly known as Spire Global, Inc.) (“Legacy Spire”), seeking damages for alleged breaches of a Space Services contractentered into on March 1, 2022 (the “Framework Agreement”). NorthStar’s claims, as most recently amended, sought damages of$45.9 million based on allegations of breach of contract, willful misconduct, and fraudulent misrepresentation. Legacy Spire deniedall claims and asserted counterclaims, including for amounts due under a promissory note issued by NorthStar in the principal amountof $4.5 million, for costs incurred in connection with an interlocutory injunction obtained by NorthStar in the Superior Court ofJustice of Ontario, and for costs of the arbitration. On July 31, 2026, the arbitral tribunal issued a Final Award in the amount of approximately $12.4 million in favor of Spire Global,Inc. (the “Company