NavSight Holdings, Inc.

The 134,000,000 is a single number covering several different things at once: Spire common stock, common stock arising from exercise of Spire warrants and conversion of existing convertible promissory notes, Spire preferred stock, shares subject to Spire options that NavSight assumes, and shares issuable under earnout provisions of the Business Combination Agreement. A holder cannot tell from the fee table how much is closing consideration and how much is contingent or assumed equity, only that 134,000,000 is the outer bound.

The registered ceiling has not moved, and it remains a maximum that absorbs every route to a share: Spire common stock, common issued on exercise of Spire warrants, common issued on conversion of existing convertible promissory notes, Spire preferred stock, options assumed by NavSight, and shares issuable under the earnout provisions of the Business Combination Agreement. The earnout and the target's derivative securities therefore sit inside the 134,000,000 rather than on top of it, and the $9.90 is a fee input rather than a deal price.

The 134,000,000 is a maximum that absorbs every route to a share: Spire common stock, common issued on exercise of Spire warrants, common issued on conversion of existing convertible promissory notes, Spire preferred stock, options assumed by NavSight, and shares issuable under the earnout provisions of the Business Combination Agreement. The earnout and the target's derivative securities therefore sit inside the registered ceiling rather than on top of it, and the $9.90 is a market average used only to compute the fee.

What changed: The 10-Q filed under Commission file number 001-39493 is that of Spire Global, Inc. (NYSE: SPIR) for the quarter ended June 30, 2026, with 39,115,046 Class A and 1,507,325 Class B shares outstanding as of August 10, 2026. Why it matters: The company names unremediated material weaknesses and milestone-based revenue timing in the same risk list, both of which bear on how its reported results should be read. The condensed consolidated financial statements are not in the portion of the document read here, so no revenue, cash or backlog figure is attributed.

What changed: Exhibit 99.1 to an 8-K of Spire Global, Inc. (NYSE: SPIR): the August 12, 2026 press release reporting Q2 2026 results. GAAP revenue was $18.0 million, down 6% year over year on the April 2025 sale of the maritime business, but up 16% year over year and 19% sequentially excluding maritime. GAAP gross margin fell 16 percentage points to 34% and non-GAAP gross margin 14 points to 38%, which the company attributes primarily to the WildFireSat contract, cancelled for convenience during the quarter. Why it matters: A customer cancelled the WildFireSat contract for convenience during the quarter, and the company names that as the main driver of a 16-point gross margin decline. Full-year guidance requires roughly $40–50 million of revenue in the second half against $18.0 million in Q2.

What changed: Spire Global's Board determined on August 5, 2026 that the Company will hold annual advisory votes on named executive officer compensation, following stockholder approval at the Annual Meeting. The next frequency vote is required no later than the 2032 annual meeting. Why it matters: This is a routine say-on-pay frequency determination with no impact on trust value, redemption deadlines, or deal progress. It confirms standard corporate governance practices post-closing.