NSH merger with Spire Global, Inc.
Spire Global, Inc. — Global, Inc.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
- PIPE
- ≈ $245M · unsourced
- Break fee
- $8M
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Spire Global, Inc.
The business actually being bought — described from SEC primary filings, with projections labelled as projections.
Global, Inc. Spire (NYSE: SPIR) is a leading global provider of space-based data, analytics, and space services, offering access to unique datasets and powerful insights about Earth from the ultimate vantage point so that organizations can make decisions with confidence, accuracy, and speed. Spire uses one of the world’s largest multi-purpose satellite constellations to source hard to acquire, valuable data and enriches it with predictive solutions. Spire then provides this data as a subscription to organizations around the world so they can improve business operations, decrease their environmental footprint, deploy resources for growth and competitive advantage, and mitigate risk. Spire gives commercial and government organizations the competitive advantage they seek to innovate and solve some of the world’s toughest problems with insights from space. Spire has offices in San Francisco, Boulder, Washington DC, Ontario, Glasgow, Oxfordshire, Luxembourg, and Singapore. To learn more, visit www.spire.com. CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 (In thousands, except share and per share amounts) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue $ 19,395 $ 9,113 $ 37,465 $ 18,829 Cost of revenue 9,573 3,727 19,419 7,055 Gross profit 9,822 5,386 18,046 11,774 Operating expenses Research and development 8,225 7,209 16,882 14,109 Sales and marketing 6,728 4,854 13,633 8,795 General and administrative 11,274 6,896 23,958 15,290 Total operating expenses 26,227 18,959 54,473 38,194 Loss from operations (16,405 ) (13,573 ) (36,427 ) (26,420 ) Other income (expense) Interest income 106 1 120 2 Interest expense (2,785 ) (3,325 ) (5,828 ) (5,875 ) Change in fair value of contingent earnout liabi
Spire Global, Inc. — every SPAC that has bid for it, and its listed peers
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.