Spire Global, Inc. (“Spire” or the “Company”) and SPAC company NavSight Holdings Inc. (“NavSight”) (NYSE: NSH) have entered into a definitive merger agreement for a business combination that would result in Spire becoming a publicly listed company.
Spire collects space-based data using a proprietary constellation of multi-purpose smallsats called LEMUR (Low Earth Multi-Use Receiver). The company’s software analytics generate proprietary data, insights and predictive analytics for its global customers through a subscription model. Spire monetizes this information across a broad and growing number of industries including weather, aviation, maritime, and government, with global coverage and near real-time data that can be easily integrated into customer business operations.
Spire is also pioneering an innovative “space-as-a-service” business model. Leveraging the company’s fully deployed infrastructure and large-scale operation, customers can operate their own payloads on orbit through Spire’s API and can begin receiving data in less than a year and a simple subscription agreement.
The Board of Directors of each of Spire and NavSight have unanimously approved the transaction “Proposed Transaction.” The Proposed Transaction will require the approval of the stockholders of Spire and NavSight, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. The Proposed Transaction is expected to close in summer of 2021.
Assuming no redemptions by NavSight stockholders, the Proposed Transaction is expected to deliver up to $475 million of gross proceeds, including the contribution of up to $230 million of cash held in NavSight’s trust account. The Proposed Transaction is further supported by a $245 million fully committed PIPE anchored by Tiger Global Management, BlackRock Advisors, Hedosophia, Jaws Estates Capital, and Bloom Tree Partners.
Spire stockholders will retain 100% of their equity holdings in the combined company. Spire’s existing stockholders will hold approximately 67% of the fully diluted shares of common stock immediately following the closing of the business combination, assuming no redemptions by NavSight’s existing public stockholders.
Additional information about the Proposed Transaction, including copies of certain documents related to the Proposed Transaction, including the investor presentation, will be provided in a Current Report on Form 8-K to be filed by NavSight today with the Securities and Exchange Commission (the “SEC”) and available at www.sec.gov. The investor presentation can also be found on Spire’s website at https://www.Spire.com and NavSight’s website at https://www.NavSight.com. In addition, NavSight intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement/prospectus/information statement (the “Registration Statement”), and will file other documents regarding the Proposed Transaction with the SEC.
“Spire was founded nearly a decade ago to help lead, inspire, and create the business of space-based data. Today, our proprietary data and solutions help customers solve some of earth’s greatest challenges, including Net Zero and Climate Change adaptation. It has been immensely inspiring to see customers from all over the world turn to Spire’s solutions to help them make decisions about their business with confidence and speed and we are excited about the continued growth ahead. This transaction funds these growth plans and allows us to pursue, on a more aggressive timetable, this massive and growing long-term opportunity ahead of us,” said Peter Platzer, Founder and Chief Executive Officer of Spire, “I am thrilled to partner with Bob and Jack from NavSight.”
“Peter and the outstanding Spire leadership team have deep domain expertise. They have built a company that delivers exceptional value to their global commercial and government customers. Spire is leading the way with its modern SaaS-based approach to meet the significant, growing demand for space-based data,” said Bob Coleman, Chairman and Chief Executive Officer of NavSight. “We look forward to working together to build long-term value for Spire stockholders.”
