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Summary of Significant Accounting Policies | 3 Months Ended
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Mar. 31, 2025
Accounting Policies [Abstract] |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies ## Basis of Presentation The condensed consolidated financial statements and accompanying notes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and regulations of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial reporting. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to rules and regulations applicable to interim financial reporting. The unaudited condensed consolidated financial statements were prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, contain all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of its financial position, results of operations and cash flows for the periods indicated. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included within the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2024. The information as of December 31, 2024, included on the condensed consolidated balance sheets was derived from the Company’s audited consolidated financial statements. All intercompany accounts and transactions have been eliminated in consolidation. Results of operations for the three months ended March 31, 2025, are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2025. ## Reclassifications ## Certain prior periods amounts have been reclassified to conform with the current period's presentation. These reclassifications had no impact on previously reported net loss. ## Liquidity Risks and Uncertainties The Company has a history of operating losses and negative cash flows from operations since inception. During the three months ended March 31, 2025, net loss was $20,657, cash used in operations was $8,429 and the Company received net proceeds of $37,297, after deducting offering expenses, from the 2025 Private Placement. The Company held cash and cash equivalents of $35,931, excluding restricted cash of $532, as of March 31, 2025. On November 13, 2024, the Company entered into the Purchase Agreement with Buyer, pursuant to which the Company agreed to complete the Transactions. The maritime business sold pursuant to the Transactions did not include any part of the Company’s satellite network or operations. The purchase price agreed to be paid by Buyer to the Company at the closing of the Transactions was a cash payment based upon an enterprise value of $233,500, subject to certain adjustments. The Transactions also included a twelve-month transition service and data provision agreement for $7,500. On March 12, 2025, the Company 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 have an exercise price of $0.0001 per share of Class A common stock, are exercisable immediately, and will terminate when exercised in full. The aggregate net proceeds for the 2025 Private Placement were $37,297, after deducting offering expenses. The 2025 Private Placement closed on March 14, 2025. On April 25, 2025, the Company completed the sale of its maritime business to Buyer for approximately $233,500, before adjustments. On April 25, 2025, the Company and L3Harris, entered into the Settlement Agreement among the Company, exactEarth and L3Harris, pursuant to which, upon the closing of the Transactions, Buyer paid L3Harris $17,000 for full and complete resolution and release of all disputes asserted in connection with the A&R L3Harris Agreement between the Company and L3Harris. The Company and Buyer further agreed that the Company would contribute $7,000 of the Settlement in the form of a reduction to the cash paid by Buyer to the Company at the closing of the Transactions. On April 25, 2025, the Company repaid with a portion of the proceeds of the Transactions all obligations and all amounts borrowed, and all obligations have terminated, under the Blue Torch Financing Agreement (as defined below) and SIF (as defined below) loan agreement. Following the closing of the Transactions, the Company believes that it will have sufficient working capital to operate for a period of at least one year from the issuance of the March 31, 2025 condensed consolidated financial statements based on the Company’s current cash and cash equivalents balance of $35,931 and expected future financial results. ## Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the dates of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Management’s significant estimates include assumptions for revenue recognition, which requires estimates of total costs used in measuring the progress of completion for the cost-based input method, allowance for current expected credit losses, realizability of deferred income tax assets, and fair value of equity awards, contingent earnout liabilities, and warrant liabilities. Actual results could differ from those estimates. ## Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted cash included in other long-term assets, including restricted cash on the condensed consolidated balance sheets, represents amounts pledged as guarantees or collateral for financing arrangements and lease agreements, as contractually required. The following table shows components of cash, cash equivalents, and restricted cash reported on the condensed consolidated balance sheets and in the condensed consolidated statements of cash flows as of the dates indicated:
|  | March 31, |  |  | December 31, |
|  | 2025 |  |  | 2024 |
Cash and cash equivalents |  | $ | 35,931 |  |  | $ | 19,206 |
Restricted cash included in other long-term assets |  |  | 532 |  |  |  | 478 |
|  | $ | 36,463 |  |  | $ | 19,684 |
## Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and restricted cash, notes receivable, and accounts receivable. The Company typically has cash accounts in excess of Federal Deposit Insurance Corporation insurance coverage limits. The Company has a $4,500 note receivable and a $744 accrued interest balance outstanding relating to one customer and the Company has an allow ance for current expected credit loss on the note receivable and accrued interest balance for the full amount as of each of March 31, 2025 and December 31, 2024 (Note 10). The Company has a concentration of contractual revenue arrangements with various government agencies. The following customers represented 10% or more of the Company’s total revenue for each of the following periods:
|  | Three Months Ended March 31, |
Revenue: |  | 2025 |  |  | 2024 |
Customer A (1) |  |  | 15 | % |  |  | 17 | %
Customer B |  | * |  |  |  | 28 | %
Customer C |  |  | 10 | % |  | * |
Accounts Receivable: |  | March 31, 2025 |  |  | December 31, 2024 |
Customer C |  | * |  |  |  | 13 | %
Customer D |  | * |  |  |  | 13 | %
Customer E |  |  | 14 | % |  | * |
Customer F |  |  | 13 | % |  | * |
* Revenue from customer was less than 10% of total revenue during the applicable period or accounts receivable from customer were less than 10% of total accounts receivable during the applicable period. (1) Consists of multiple U.S. government agencies, of which no government agency represented greater than 10% of total revenue for the three months ended March 31, 2025 and one government agency represented greater than 10% of total revenue for the three months ended March 31, 2024. ## Related Parties In conjunction with the Company’s acquisition of exactEarth (the “Acquisition”) in November 2021, Myriota Pty Ltd (“Myriota”), an existing Spire customer, became a related party as a result of exactEarth’s approximately 13% ownership of Myriota at the time of acquisition. As of March 31, 2025, the Company had 7.9% ownership of Myriota. The investment in Myriota of $622 and $858 was included in other long-term assets, including restricted cash on the condensed consolidated balance sheets as of March 31, 2025, and December 31, 2024, respectively. The Company accounts for this investment using the equity method of accounting due to its representation on Myriota’s board of directors. The Company’s share of earnings or losses on the investment is recorded on a one month lag, due to the timing of receiving financial statements from Myriota, as a component of other expense, net in the condensed consolidated statements of operations. The Company generated $72 in revenue from Myriota for the three months ended March 31, 2025, and had no accounts receivable, from Myriota, as of March 31, 2025. The Company generated $217 in revenue from Myriota for the three months ended March 31, 2024, and had $52 of accounts receivable from Myriota as of December 31, 2024. ## Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The guidance is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted, and should be applied prospectively or retrospectively. The Company is currently evaluating the impact that the adoption of ASU 2023-09 will have on its consolidated financial statements and disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40). Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The standard provides guidance to expand disclosures related to the disaggregation of income statement expenses. The standard requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses, which includes purchases of inventory, employee compensation, depreciation and intangible asset amortization included in each relevant expense caption. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted. The Company is assessing the guidance, noting the adoption impacts disclosure only.

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