Item 1A. Risk Factors.
Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, before making a decision to invest in our Class A common stock. Our business, financial condition, results of operations, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the risks actually occur, our business, financial condition, results of operations, and prospects could be adversely affected. In that event, the market price of our Class A common stock could decline, and you could lose part or all of your investment.
These disclosures reflect our beliefs and opinions as to factors that could materially and adversely affect us and our securities in the future. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.
Risks Related to Our Industry and Business
We may require additional capital to support business growth, and this capital might not be available on company favorable terms, if at all, or may be available only by diluting existing stockholders or putting excessive debt leverage and insolvency risk on the business.
Historically, we have funded our operations and capital expenditures primarily through equity issuances, debt and cash generated from our operations. Although we currently anticipate that our existing cash and cash equivalents and marketable securities will be sufficient to meet our cash needs for at least the next 12 months, we may require additional financing in the future, and we may not be able to obtain debt or equity financing on favorable terms, if at all. If we raise equity financing to fund operations or on an opportunistic basis, our stockholders may experience significant dilution of their ownership interests. If we obtain debt financing, the terms of such debt financing may include restrictive covenants, including restrictions on our ability to incur additional indebtedness, require us to maintain certain financial covenants, or restrict our ability to pay dividends and our operational flexibility or profitability. If we need additional capital and cannot raise it on acceptable terms, or at all, we may not be able to, among other things, develop new products, technologies and services, enhance our operating infrastructure, expand the markets in which we operate and potentially acquire complementary businesses and technologies or otherwise grow our business or respond to competitive pressures.
We have a history of net losses and may not be able to achieve or maintain revenue growth or profitability in the future.
Apart from a gain recognized in the second quarter of 2025 related to the sale of our maritime business, we have incurred net losses since our inception and have not generated net income from ongoing operations. We expect to continue incurring net losses in the near term as we invest in the growth of our business.
Although our total operating expenses are expected to decrease in 2026 as a result of the sale of our maritime business, operating expenses associated with our continuing operations have increased and may continue to increase as we invest in sales and marketing, research and development, and infrastructure to support revenue growth and other strategic priorities. These efforts may be more costly than we expect and may not result in increased revenue or growth in our business. Any failure to increase our revenue sufficiently to offset the increases in our operating expenses will limit our ability to achieve or maintain profitability in the future. Further, if we are unable to successfully address these risks and challenges as we encounter them, our business, financial condition, and results of operations could be adversely affected.
Uncertain macroeconomic and geopolitical conditions have negatively impacted, and may continue to impact, our business, financial condition, and results of operations.
Negative macroeconomic conditions in the U.S. or abroad, including elevated inflation, interest rate volatility, credit market disruptions, trade restrictions, the imposition of tariffs, changes in economic policy, delays in U.S federal budget appropriations, or geopolitical tensions, civil unrest, and armed conflicts may impact our infrastructure, including both ground stations and assets in space, and such conflicts have led and may in the future lead to decreased spending on our offerings and services and lengthen our sales cycles. These conditions can make it more difficult for us and our customers to forecast and plan business activities, and have caused and may in the future cause customers to delay or cancel projects, renegotiate contracts, or face
challenges in making timely payments, which could require us to increase our allowance for doubtful accounts. In addition, the imposition of international sanctions, as well as related global conflicts and security concerns have at times led to scheduling shifts or launch cancellations by third-party satellite launch providers, which delayed our revenue recognition for certain sales contracts. If those conflicts escalate further, or if new or increased sanctions or geopolitical tensions emerge, our operations, business relationships, and financial results could be further adversely affected. Further the U.S.' imposition and suspension of tariffs on a variety of countries, and retaliatory measures or other changes to trade policies, could impact trade volume, investment, technological exchange and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the of global financial markets. Any changes in political, trade, regulatory, and economic conditions, including U.S. trade policies and any further increases in existing tariff rates, could have a material effect on our business, financial condition, and results of operations.
If any of these factors continue or worsen, and/or if new macroeconomic or geopolitical issues arise, our results of operations and financial condition could be further negatively impacted. Any downturn of the general economy or industries in which we operate would adversely affect our business, financial condition, and results of operations.
We rely on a limited number of government customers to provide a significant portion of our revenue.
We have historically derived a significant portion of our revenue from contracts with governmental customers. Approximately 43% of revenue for the year ended December 31, 2025, was generated by three government customers. There can be no assurance that any contract with the government of any jurisdiction will not be terminated or suspended in the future, as such terminations or suspensions generally may be done at any time, with or without cause. For example, on March 2, 2026, we received from Public Services and Procurement Canada a Stop Work Order Notice, suspending work effectively immediately until further notice, pursuant to that certain contract, dated January 20, 2025, relating to the design and development of the WildFireSat constellation of satellites for the Canadian Space Agency. The Public Services and Procurement Canada has until August 29, 2026 to either cancel the stop order or terminate the contract, in whole or in part. See the risk factor titled, “Our contracts with government entities are subject to a number of risks and uncertainties” for additional information. Loss of one or more of our government customers, any significant decrease in sales to these customers, a full or partial government , or in government appropriations has in the past, and in the future could affect our business, financial condition, and results of operations.
We face competition and could face pricing pressure from, and lose market share to, our competitors, including as a result of rapid technological changes in the satellite industry or new service solutions, which could adversely affect our business.
The industries in which we operate are fragmented, highly competitive, and characterized by rapid technological changes, evolving customer requirements, and frequent product and service innovations. We may face competition from companies using new service solutions, innovative technologies, including artificial intelligence, and equipment, including new low Earth orbit constellations, expansions of existing geostationary satellite systems, or other technologies. These developments could render our offerings less competitive or obsolete and require significant capital expenditures to maintain and enhance our platform features and services. Many of our existing competitors have, and some of our potential competitors could have, substantial competitive advantages including, but not limited to, access to greater resources. Increasing competition, an inability to respond to rapid industry change or adopt effective pricing strategies, or other pressures could compromise our ability to compete, reduce revenue, and impact margins.
Our business model of delivering data and analytics gathered from a custom constellation of satellites in space is still relatively new and has only recently gained market traction. Moreover, many established businesses are aggressively competing against us and have offerings with functionalities similar to those offered by us. We expect competition to increase as other established and emerging companies enter this market, as customer requirements evolve, and as new offerings and technologies are introduced. If we are unable to anticipate or effectively react to these competitive and technological challenges, our competitive position would weaken, and our business, financial condition, and results of operations would be adversely affected.
Our sales cycle can be long and unpredictable for certain channels and services, and our sales efforts require considerable time and expense.
Our quarterly results of operations fluctuate, in part, because of the resource-intensive nature of our sales efforts and the length and variability of our sales cycle for certain of our offerings, such as our project-based services, and for certain of our customers, such as government departments and agencies. The length of our sales cycle, from initial contact with our sales team to a contractual commitment from a customer, can also vary substantially from customer to customer and our sales cycle may
lengthen as we continue to focus our sales efforts on large enterprises and on our Space Services. In addition, our results of operations depend, in part, on subscription renewals from customers and increasing sales and upgrades to our existing customers, which may also be reduced or delayed. If a customer does not renew on time or as expected, or if we fail to cost-effectively acquire new customers or obtain renewals, upgrades, or expansions from our existing customers, our business, financial condition, and results of operations would be adversely affected. In addition, we may in the future make changes to our subscription model, which may affect the length of our sales cycle and our ability to predict the length of our sales cycle or the anticipated size of potential subscriptions.
We depend on our sales force to obtain new customers and to drive additional sales to existing customers. We believe that there is significant competition for sales personnel with the skills and technical knowledge that we require, and our ability to grow revenue depends, in part, on our ability to recruit, train, and retain sufficient numbers of sales personnel. If we are unable to attract, retain, motivate and adequately train sufficient numbers of effective sales personnel, if our sales personnel do not reach significant levels of productivity in a timely manner, or if our sales personnel are not successful in converting potential customers into new customers or increasing sales to our existing customer base, our business, financial condition, and results of operations would be adversely affected.
Our customers may depend on our technical support services to resolve issues relating to our platform. If we do not succeed in helping our customers quickly resolve issues or provide effective ongoing education related to our platform, our reputation could be harmed. To the extent that we are unsuccessful in hiring, training, and retaining adequate customer support resources, our ability to provide adequate and timely support to our customers, and our customers’ satisfaction with our platform, will be adversely affected. Our failure to provide and maintain high quality customer support would harm our reputation and brand and adversely affect our business, financial condition, and results of operations.
Our international operations and continued international expansion subject us to additional costs and risks, which could adversely affect our business, financial condition, and results of operations.
Our growth strategy depends, in part, on our continued international expansion. We are continuing to adapt to and develop strategies to address international markets, and to grow our manufacturing footprints in the U.S. and abroad, but there is no guarantee that such efforts will be successful. Efforts to expand our platform in certain countries may be complicated, constrained, or prohibited due to regulatory and legal requirements we must comply with in the U.S. or other jurisdictions that may conflict with one another. Our international sales and operations are subject to a number of risks, including, but not limited to: higher costs of doing business, greater difficulty enforcing and collecting on contracts, differing laws and regulations, foreign exchange fluctuations, recruiting and retaining talented and capable employees in foreign countries and maintaining our company culture and employee programs across all of our offices, difficulty obtaining regulatory or legal approvals, maintaining effective trade controls compliance, ensuring compliance with prohibitions on foreign national involvement in certain contracts, and other items. These and other factors could harm our ability to generate revenue outside of the U.S. and/or could result in increased expenses and liabilities, and consequently, affect our business, financial condition, and results of operations.
Our business could be adversely affected by weather, climate, and other large-scale disruptive events.
We are vulnerable to a wide range of large-scale disruptive events, including natural disasters such as tsunamis, hurricanes, floods, wildfires, earthquakes, extreme weather events, and water shortages, as well as pandemics, acts of war or terrorism, political crises, power outages, and infrastructure failures. These events may impact our operations, the operations of our suppliers or launch partners, or critical infrastructure, including launch sites and manufacturing facilities. The frequency and severity of extreme weather events have increased and may continue to rise, potentially disrupting our launch schedules, supply chains, or our ability to fulfill customer contracts. These events could materially and adversely affect our business, financial condition, and results of operations.
Risks Related to our Technology, Research and Development, Technical Infrastructure, and Operations.
Satellites use highly complex technology and operate in the harsh environment of space and therefore are subject to significant operational risks while in orbit, including, but not limited to, failure to perform or performance at reduced levels of service because of major events, technological malfunctions, satellite deficiencies, or other performance failures.
Satellites in low earth orbit have a limited life cycle and could become compromised over their designated operational life span. We anticipate that our satellites will have an expected end-of-commercial-service life of three to four years. It is possible that
the actual commercial service lives of our satellites will be shorter than anticipated and there can be no assurance as to the actual useful life of a satellite or its individual components. Certain of our satellites are nearing the end of their expected useful lives. As they do so, the performance of each satellite could start to decline. We can offer no assurance that satellites will maintain their prescribed orbits or remain operational, and we may not have replacement satellites that are immediately available. In particular, the strength, timing, and intensity of the solar cycle may impact the longevity and operations of our satellites. The solar cycle, which occurs approximately every 11 years, governs fluctuations in the sun's magnetic activity. Increased solar activity leads to heightened atmospheric drag on satellites, accelerating their orbital decay and causing earlier deorbiting, which can render satellites inoperative or result in complete loss due to burn-up during re-entry into the lower atmosphere. Our ability to mitigate these solar cycle effects and maintain timely replenishment of our constellation may adversely affect our business financial condition and results of operations.
Exposure of our satellites to an unanticipated catastrophic event, such as a solar flare, meteor shower, coronal mass ejection, electrostatic storm, or collision with other objects could reduce the performance of, or completely destroy, the affected satellite and/or constellation. Other anomalies that may affect the actual commercial service lives of our satellites include mechanical, electrical or other failures due to manufacturing error or defect; equipment degradation during the satellite’s lifetime; deficiencies of control or communications software; insufficient hardware quality, durability, or reliability; attacks by malicious actors, including cyber-related events; and governmental discontinuation for periods of time the access to or operation of a satellite for any particular area on the Earth or restricting permission to transmit certain data.
We have experienced, and may in the future experience, some of these catastrophic events or anomalies. The effects of these catastrophic events and anomalies include, but are not limited to, failure of the satellite, degraded communications performance, reduced power available to the satellite, battery overcharging or undercharging and limitations on satellite communications capacity and data collection. Some of these effects may be increased during periods of greater message traffic and could result in our system requiring more than one attempt to send messages before they get through to our satellites. This could lead to increased messaging latencies or other adverse outcomes for the end user and reduced throughput for our system. Any single anomaly could materially and adversely affect our ability to utilize a satellite. Anomalies may also reduce the expected capacity, commercial operation and/or useful life of a satellite, thereby reducing the amount of space data collected, which, if material, could impact revenue or create additional expenses due to the need to provide replacement or back-up satellites or satellite capacity earlier than planned. In addition, if a satellite experiences an or , our backup satellite capacity may be to meet our customers’ needs or avoid service , and we may need to potentially blackout or reduce service to certain customers, which would affect our relationships with our customers and result in of revenue.
Satellites have certain redundant systems, which can fail partially or in their entirety, and accordingly satellites may operate for extended periods without all redundant systems in operation, but with single points of failure. The failure of satellite components could cause damage to or loss of the use of a satellite before the end of its expected useful life. Satellites can temporarily go out of service and be recovered, or cease to function for reasons beyond our control, including the quality of design and construction, the supply of the battery, the expected gradual environmental degradation of solar panels, the durability of various satellite components and the orbits and space environments in which the satellites are placed and operated.
Most, if not all, failures cannot be corrected once the satellites are placed in orbit and may result in loss of customers, customer disputes, monetary losses, delays, and impairment of services.
Satellites are subject to significant launch risks, including, but not limited to, launch delays, launch failures, and damage or destruction during launch, the occurrence of which can materially and adversely affect our business, financial condition, and results of operations.
We are dependent on third-party launch service providers. Currently, the number of companies who offer launch services is limited, and if this sector fails to grow or experiences consolidation among current providers, we may not be able to secure space on a launch vehicle or may incur higher prices for such space. This could cause delays in our ability to meet our customers' needs or an increase in the price of our offers, adversely affecting our business, financial condition, and results of operations. The technology related to launch capabilities is evolving rapidly as existing launch providers iterate on their existing capabilities and new providers enter the market. Our launch partners may encounter launch, deployment, or in-orbit delays or failures, leading to damage or complete loss of our satellites, including customer assets. If a launch is delayed, which is common in our industry, our timing for the recognition of revenue tied to customer acceptance of project-based deliverables may similarly be .
In addition, the loss of, or damage to, a satellite due to a launch failure could result in significant increased expenses from earlier than expected replacement satellites and delays in anticipated revenue. Any significant delay in the commencement of service of a satellite could delay or potentially permanently reduce the revenue anticipated to be generated by that satellite. In addition, if the loss of satellites was material, we might not be able to accommodate customers with sufficient data to meet minimum service level agreements until replacement satellites are available, which we may be unable to obtain in a timely manner. Appropriate launch windows for satellites in our industry are limited and may become more so as additional satellite networks and other spacecraft are launched and/or as space debris becomes more common. Coordinating with partners and regulators to reserve launch windows and prepare for launches may as a result become more difficult over time. An extended launch , limited availability of launch windows, in regulatory approvals, satellite or during launch deployment, a launch , launch , or orbital placement could have a material effect on our business, financial condition, and results of operations.
Technical malfunctions, performance failures, or other issues or difficulties with our ground stations could harm our business, financial condition, and results of operations.
The ongoing operations of our satellite constellation and data services rely on the functionality of our ground stations. We have in the past experienced and may in the future experience technical difficulties or mechanical issues with our ground stations, which may negatively impact service in the region covered by that ground station. Our ground stations are often located in remote regions of the world and not easily accessible and can be subject to restrictions on travel. Further, we rely, at times, on third parties to perform maintenance on and repair our ground stations. We may experience a partial or total loss of one or more of our ground stations due to disasters such as tsunamis, tornados, floods, hurricanes, other extreme or unusual weather events, earthquakes, fires, acts of war or terrorism, or other catastrophic events. A failure at one or more of our ground stations could cause a delayed, partial, or complete loss of service for our customers. We may experience a failure in the necessary equipment at our ground stations, or in the communication links between our ground stations. Additionally, our ground stations are located on property that is not owned by us. A at any of our ground stations, facilities, or in the communications links between our facilities, or in our ability to maintain and access our ground stations and underlying leases for any reason, could affect our business, financial condition, and results of operations.
We rely on third parties for our supply of certain of our data, equipment, satellite components, software, and operational services, and any failure, delay, or interruption with these third parties could adversely affect our business, financial condition, and results of operations.
We purchase equipment and satellite components from third-party suppliers, and we depend on those suppliers to deliver and support our operations at the contracted specifications in order for us to continue to meet our service and contractual commitments to our customers. We may experience difficulty implementing, operating and maintaining equipment and satellite components, or when providing services using this equipment, if these suppliers do not meet their obligations to deliver and support the equipment and satellite components or if our arrangements with these third parties are terminated or modified resulting in delays, added expense, reduced quality of our data, or an inability to maintain or expand our business. This may lead to service interruptions or degradations in the services offered to our customers, which could cause our revenue to decline materially and could adversely affect our ability to market our services and generate future revenue and profit.
Further, our suppliers may become capacity-constrained or could face financial or other difficulties as a result of broader geopolitical, climate or economic events or conditions. We may experience operational delays and may have to evaluate replacement suppliers for our satellite components, equipment, and operational services. If we fail to effectively address these issues, we could suffer delays, which could reduce our ability to launch new satellites and manage and operate our business.
We also rely on a number of third-party data, software, cloud, and other service providers to manage and operate our business, including data obtained from third party satellites. The services provided by these third parties are critical to our ability to operate and maintain our business. For example, we outsource substantially all of the infrastructure relating to our platform to Amazon Web Services ( “ AWS ”) and therefore our platform depends, in significant part, on the virtual cloud infrastructure
hosted in AWS. Our customers need to be able to access our platform at any time, without interruption or degradation of performance. Any disruption in these services, including as a result of a prolonged AWS service disruption affecting our
platform or a termination of our end-user license agreement with AWS, or an inability to obtain these services on commercially reasonable terms or at all, could adversely affect our business, financial condition, and results of operations.
We primarily manufacture our satellites in-house at a single manufacturing facility in the United Kingdom. Any impairment to this manufacturing facility, or our inability to grow manufacturing capabilities at other facilities, would materially affect our business, financial condition, and results of operations.
We primarily manufacture our satellites in-house at a single manufacturing facility in the United Kingdom. The availability of our services depends on the continuing operation of our satellite manufacturing infrastructure and operations. Any impairment such as downtime, damage to, or failure of our manufacturing facility could result in interruptions in our production of satellites, which could materially affect our business. Our manufacturing facility may become capacity-constrained or could face financial difficulties as a result of a surge in demand for additional satellites, a natural disaster, or other event. Our manufacturing site is vulnerable to damage or interruption from floods, fires, power loss, or aging infrastructure. An infrastructure failure could result in the destruction of satellites under construction or inventory, manufacturing , or additional costs incurred, and we do not maintain back-up manufacturing facilities or operations. We may not be to replace or supplement the satellite manufacturing process through the growth of our manufacturing capability at other facilities or with third-party manufacturers, and even if we are to do so, there could be a substantial period of time in which new satellites would not be manufactured.
Further, any new facility or relationship may involve higher costs and delays in development and delivery. We may also encounter technical challenges in successfully replicating the manufacturing processes in another facility or with a third party. The occurrence of any of the foregoing could result in lengthy interruptions in our production and launch of our satellites, which could materially affect our business, financial condition, and results of operations.
We engage in customer-funded or co-funded research and development arrangements (“R&D Services contracts”), which are generally partially co-funded by agencies like the European Space Agency (“ESA”) or National Aeronautics and Space Administration (“NASA”). The cost of providing the services and activities pursuant to these agreements initially exceed the revenue they generate. Even if technology is successfully developed pursuant to these R&D Services contracts and is eventually commercialized, it may never yield a profit.
We engage in R&D Services contracts to further several promising space technologies and solutions. These R&D Services contracts generally follow a co-funding structure. We usually fund a portion of the research ourselves and bill the customer, a government agency like ESA or NASA, the other portion, typically 50% of the total costs. Through this co-funding arrangement, the total costs of providing the related R&D Services exceed the revenue they generate. Even if technology is successfully developed pursuant to these R&D Services contracts and is eventually commercialized, it may never yield enough profit to recover all of the expenses incurred for these contracts. As a result, our ability to continue these activities may be jeopardized, particularly because of our negative cash flows from operation.
Any failure to obtain, maintain, protect, or enforce our intellectual property and proprietary rights could harm our business, financial condition, and results of operations.
Our success depends, in part, upon our ability to obtain, maintain, protect, and enforce our intellectual property rights, including our proprietary technology, know-how, and our brand. We also incorporate technology and terrestrial data sets from third parties into our platform, and our inability to maintain rights and access to such technology and data sets would harm our business and results of operations. We rely on a combination of patents, copyrights, trademarks, service marks, trade secret laws, and contractual provisions in an effort to obtain, establish, maintain and protect these rights. However, if we fail to protect or enforce our intellectual property rights or trade secrets adequately, our competitors might gain access to our proprietary technology and develop and commercialize similar services or technologies, we may not have access to the technology or data that we need, and our business, financial condition, results of operations, or prospects could be adversely affected. There can be no guarantee that others will not infringe on our trademarks or patents, independently develop offerings that are similar to our intellectual property or trade secrets, duplicate any of our offerings, or design around our patents or other intellectual property rights. Enforcing intellectual property can be , expensive and time consuming, and the outcome is . In addition, we may be required to license additional technology from third parties to develop and market new features, which may not be on commercially reasonable terms, or at all, and could affect our ability to compete.
Furthermore, claims by others that we infringed their proprietary technology or other intellectual property rights would harm our business. Our success depends, in part, on our ability to develop and commercialize our services without infringing, misappropriating, or otherwise violating the intellectual property rights of third parties. However, we may not be aware if our services are infringing, misappropriating, or otherwise violating third-party intellectual property rights, including with respect to technology and data obtained by others for use by us, and such third parties may bring claims alleging such infringement, misappropriation, or violation. Defending such can be , expensive and time consuming, and the outcome
is unpredictable, which could materially affect our business, financial condition, and results of operations.
Our services and technology contain third-party open source software components, and failure to comply with the terms of the underlying open source software licenses could restrict our ability to deliver our platform or subject us to litigation or other actions.
Our technology includes software modules licensed to us by third-party authors under open source licenses, and we expect to continue to incorporate such open source software in our platform in the future. We also contribute to the open source developer community. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification, or other contractual protections regarding infringement claims or the quality or reliability of the code. Our inclusion of open source software in some of our technology may also require release of the source code, enabling others to compete more effectively. In addition, the public availability of such open source software may make it easier for others to compromise our services and technology.
The terms of many open source licenses have not been interpreted by U.S. or foreign courts, and there is a risk that these licenses could be construed to impose unanticipated conditions or restrictions on our platform. There is also a risk that we and our customers could be subject to lawsuits by parties claiming ownership of what we believe to be open source software.
Issues in the use of AI, including machine learning, in our geospatial data and analytics platforms may negatively affect our business.
AI is enabled by or integrated into some of our geospatial data and analytics platforms and is a growing element of our business offerings. As with many developing technologies, AI presents risks and challenges that could affect its further development, adoption, and use, and therefore our business. AI algorithms may be flawed. Datasets may be insufficient, of poor quality, or contain biased information. Inappropriate or controversial data practices by engineers and end-users of our systems could impair the acceptance of AI solutions and the use of our products. If the recommendations, forecasts, or analyses that AI applications assist in producing are deficient or inaccurate, we could be subjected to competitive harm, potential legal liability, and brand or reputational harm, and our business could be affected. Additionally, AI technologies are subject to evolving laws, regulations, guidance, and industry standards, which may us to legal liability or regulatory risk, including with respect to third-party intellectual property, privacy, publicity, contractual, or other rights. Our enablement, integration or other use of AI may us to , demands, and proceedings and subject us to competitive , legal liability and brand or reputational , and our business could be affected.
We depend on our management team and other highly skilled personnel, and we may fail to attract, retain, motivate, or integrate highly skilled personnel, which could adversely affect our business, financial condition, and results of operations.
Our future success depends, in part, on our ability to continue to attract and retain our management team and highly skilled personnel. The industry in which we operate is generally characterized by significant competition for personnel as well as high employee attrition. We may not be successful in attracting, retaining, training, or motivating qualified personnel to fulfill our current or future needs. Certain of our employees, including those in the U.S., work for us on an at-will basis, while employees in other jurisdictions may be subject to local employment laws, regulations, and contractual arrangements that may provide different rights and protections, and there is no assurance that any such employee will remain with us and it may be difficult for us to find suitable replacements on a timely basis, on competitive terms, or at all. We may also face risks related to labor relations and employee unionization, particularly in jurisdictions with strong worker protections, that could adversely affect our business. Our global workforce subjects us to varying labor, employment, and immigration laws and regulations in the jurisdictions in which we operate, which may increase the complexity and cost of managing our personnel and limit our flexibility in responding to business needs. In addition, from time to time, there may be changes in our senior management team that may be to our business. If our senior management team to work together effectively and to execute our plans and strategies, including as a result of recent executive transitions, our business, financial condition, and results of operations could be affected.
Risks Related to Legal, Regulatory, Compliance, and Other Matters
Our business is subject to a wide range of laws and regulations, many of which are evolving, and failure to comply with such laws and regulations could harm our business, financial condition, and results of operations.
We operate in a highly dynamic legal and regulatory environment. The laws and regulations pertaining to our business are quickly evolving, including, but not limited to those regarding the launch, operation, and maintenance of satellites; licensing and permit requirements for data transmission, protection, and privacy; and contracting with public and governmental entities. Our business can be subject to potentially inconsistent laws and regulations across jurisdictions. Compliance with these laws and regulations imposes added costs on our business. We may not be able to maintain compliance with these laws and regulations. We may fail to provide services in accordance with the terms of our licenses or to operate our satellites or ground stations as required by our licenses and applicable laws and regulations. Changes in laws and regulations, or changes in governmental authorities’ interpretation, application, or enforcement of such, may prevent us from continuing to operate our business in the future as it is currently operated today or at all. It is not possible to predict whether there will be any future changes in the regulatory regimes to which we will be subject or the effect of any such future changes. These risks could subject us to investigations, fines, penalties, of licenses, sanctions, , civil and , lawsuits, , or other consequences which would affect our business, financial condition, and results of operations.
Our ability to obtain or maintain licensing authorization for our platform is subject to government rules and processes which can cause delays or failures in obtaining authorizations requested. Further, regulators may adopt new rules and regulations which could impose new requirements impacting our business, financial condition, and results of operations. If we do not maintain regulatory authorizations for our existing satellites, associated ground facilities and terminals, and services we provide, or obtain authorizations for our future satellites, associated ground facilities and terminals, and services we provide, we may not be able to operate our existing satellites or expand our operations.
Further, because the regulatory schemes vary by country, we may be subject to regulations in foreign countries of which we are not presently aware that we are not in compliance with, and as a result could be subject to sanctions by a foreign government.
In the ordinary course of business, we have been involved, are currently involved, and may in the future become involved, in disagreements or disputes with our customers that could adversely affect our business, financial condition, and results of operations. In addition, we provide minimum service level commitments to certain of our customers, and our failure to meet these commitments could cause us to issue credits or pay penalties, which could harm our results of operations.
Such disagreements or disputes often relate to matters incidental to the ordinary course of our business, including, but not limited to, satellite performance, operational deviations, launch or subcontractor failures or changes, contract interpretation, and other items. For example, the non-performance or under-performance of equipment or components, including those provided by third parties, has led to such disagreements or disputes with our customers. We engage with our customers with the aim of favorably resolving disagreements or disputes, but there can be no assurance that such resolutions can be achieved and that litigation or other proceedings will not be commenced. For example, a Space Services customer has alleged it was not obligated to pay a note receivable based on an alleged of the underlying contract with our Space Services business (each, a “Space Services contract”), which is the subject of a pending arbitration proceeding. For additional information regarding this matter, see Part I, Item 3 and Note 10 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. These or , whether or not, are frequently time-consuming, result in significant costs, our reputation, require significant management attention, and significant resources. Any of these consequences could affect our business, financial condition, and results of operations.
Certain of our customer agreements currently, and new customer agreements may in the future, provide minimum service level commitments, such as specifications availability, functionality, and performance. Any failure of or disruption to our infrastructure could impact the performance of our platform and the availability of our services to customers. If we are unable to meet our stated service level commitments, we may be contractually obligated to provide affected customers with service credits or services at no or reduced cost, and, in certain cases, face contract termination with refunds of prepaid amounts related to unused subscriptions, which would adversely impact our business, financial condition, and results of operations.
We have been involved, are currently involved, and may in the future become involved, in claims, lawsuits, government investigations, and other proceedings that could adversely affect our business, financial condition, and results of operations.
From time to time, we have been involved, are currently involved, and may in the future become involved, in various legal proceedings relating to matters incidental to the ordinary course of our business, including intellectual property, commercial, employment, class action, whistleblower, and other litigation and claims, and governmental and other regulatory investigations and proceedings. For example, the restatement and related material weaknesses in our internal control over financial reporting (“ICFR”) have resulted in stockholder litigation against us, that was previously dismissed, and adverse regulatory consequences. In addition, in July 2025, we received a subpoena from the SEC seeking records relating to, among other matters, the restatement, our historical accounting policies and practices, our ICFR, disclosure controls and procedures, and material weaknesses therein, and the filing of our Annual Report on Form 10-K for the year ended December 31, 2024. us, whether or not, are frequently time-consuming, result in , our reputation, require significant management attention, and significant resources. In addition, the expense of and the timing of this expense from period to period are to estimate and subject to change. The risk of may be heightened among public companies, like us, that have previously undergone a merger with a special purpose acquisition company and that have their financial statements.
Determining reserves for pending litigation, arbitration or investigations is a complex and fact-intensive process that requires significant subjective judgment. It is possible that a resolution of one or more such proceedings or investigations could result in substantial damages, settlement costs, fines, and penalties that could adversely affect our business, financial condition, and results of operations. These proceedings or investigations could also result in harm to our reputation and brand, sanctions, consent decrees, injunctions, or other orders requiring a change in our business practices. Due to the risks, expenses, and uncertainties of litigation, we may, from time to time, settle disputes, even where we have meritorious claims or defenses, by agreeing to settlement agreements. This could affect our business, financial condition, and results of operations.
Our contracts with government entities are subject to a number of risks and uncertainties.
Our services are incorporated into many different domestic and international government programs. Whether we contract directly with the U.S. government, a foreign government, or one of their respective agencies, or indirectly as a subcontractor or team member, our contracts and subcontracts with government entities are subject to special risks. For example, changes in government administration and national and international priorities, including changes driven by executive orders, could have a significant impact on national or international government spending priorities and the efficient handling of routine contractual matters. These changes could have a negative impact on our business in the future.
We may compete for government contracts in a competitive bidding process either directly with other suppliers or by aligning with a prime or subcontractor competing for a contract. Further, foreign governments may favor their domestic providers when awarding contracts. We may not be awarded the contract if the pricing or solution offering is not competitive, either at our level or the prime or subcontractor level. In addition, in the event we are awarded a contract, we are subject to protests by losing bidders of contract awards that can result in the reopening of the bidding process and changes in governmental policies or regulations and other political factors. In addition, we may be subject to multiple rebid requirements over the life of a government program in order to continue to participate in such program, which can result in the loss of the program or significantly reduce our revenue or margin from the program. Government program requirements for more frequent technology refreshes may lead to increased costs and lower long-term revenue.
Government contracts often contain provisions and are subject to laws and regulations that provide government customers with additional rights and remedies not typically found in commercial contracts. These rights and remedies may allow government customers to, among other things: modify contracts unfavorably for our business, such as by reducing orders; terminate contracts for convenience or on short notice; claim rights in our intellectual property or technology causing substantial loss or value; suspend or debar us from doing business with the applicable government; demand set-off amounts; control or prohibit the export of our services; or exercise other rights or remedies typically found in government contracts. The exercise of these rights or remedies would materially harm our business, financial condition, and results of operations. For example, government customers may terminate a contract with us either “for convenience” (for instance, due to a change in its perceived needs) or if we default due to our failure or the failure of a subcontractor to perform under the contract. Our recovery costs upon of such a contract may be limited depending on the basis for such . We have also received, and may in the future receive, stop work orders wherein work is pending a review of the program.
We may need to invest additional capital to build out higher level security infrastructure at certain of our facilities to win contracts related to government programs with higher level security requirements. Failure to invest in such infrastructure may limit our ability to obtain new contracts with such government programs.
We have certain contracts which were awarded to us as part of the U.S. federal government’s small business program. As our revenue grows, we may be deemed to be “other than small,” which could reduce our eligibility for proposal opportunities or reduce our ability to secure new contracts.
We are dependent on the availability and unimpaired use of allocated bands within the radio frequency spectrum and failure to secure spectrum use rights to support our operations and future technological development could impede our growth. Further, our platform may be subject to harmful interference from new or modified spectrum uses.
Our platform is dependent on the use of satellite signals and on terrestrial communication bands. International allocations of radio frequency are made by the International Telecommunication Union (“ITU”). These allocations are further governed by radio regulations that have treaty status and which may be subject to modification every three to four years by the World Radiocommunication Conference. Each country also has regulatory authority over how each band is used in the country. In the U.S., the FCC and the National Telecommunications and Information Administration share responsibility for radio frequency allocations and spectrum usage regulations.
Any ITU or local reallocation of radio frequency bands, including frequency band segmentation and sharing of spectrum, or other modifications of the permitted uses of relevant frequency bands, may materially and adversely affect the utility and reliability of our platform and have significant negative impacts on our customers, both of which could reduce demand for our platform. We are licensed to uplink and downlink our data over certain bands. Other countries have considered proposals for use of frequencies used by our platform as well as adjacent bands that could cause harmful interference to our platform.
Our platform also uses other radio frequency bands, such as the GPS and Galileo frequencies, together with the GNSS signal, to provide enhanced GNSS capabilities, such as near real-time kinematics precision. The continuing availability of these non-GNSS radio frequencies is essential to provide enhanced GNSS products to our commercial and government markets. In addition, transmissions and emissions from other services and equipment operating in adjacent frequency bands or in-band may impair the utility and reliability of our platform. Any regulatory changes in spectrum allocation or in allowable operating conditions could have a material adverse effect on our business, financial condition, and results of operations.
We are subject to governmental export and import controls that would impair our ability to compete in international markets or subject us to liability if we do not maintain the required authorizations or compliance with applicable laws.
In many cases, our services are or may in the future be subject to U.S. export control laws and regulations including the EAR and ITAR, and subject to trade and economic sanctions maintained by OFAC. We are also subject to export control and trade sanctions laws and regulations in other jurisdictions in which we operate. As such, an export license may be required to export or re-export our technology and services to certain countries or end-users, or for certain end-uses. If we fail to comply with such laws and regulations, we could be subject to both civil and criminal penalties, including substantial fines, possible incarceration for employees and managers for willful violations, and the possible loss of our export or import privileges.
We are subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, the non-compliance with which could adversely affect our business, financial condition, results of operations, and growth prospects.
We have interactions with foreign officials, including in furtherance of sales to governmental entities. We sometimes leverage third parties to conduct our business abroad, and our third-party business partners, representatives, and agents may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We cannot assure that all of our employees, business partners, third-party intermediaries, representatives, and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. Our exposure for violating these laws increases as our international presence expands and as we increase sales and operations in foreign jurisdictions. Violation of these laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, settlements, prosecution, enforcement actions, , , or or from government contracts, any of which could affect our reputation, business, stock price, financial condition, results of operations, and growth prospects.
Domestic and international tax laws and regulations, and changes to such tax laws and regulations, could adversely affect our business, financial condition, and results of operations, and our ability to utilize our net operating loss carryforwards and certain other tax attributes to offset future taxable income may be limited.
As we expand the scale of our international business activities, U.S. or foreign taxation of such activities may increase our worldwide effective tax rate. Our international operations subject us to potentially adverse tax consequences. We generally conduct our international operations through subsidiaries and report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. Our intercompany relationships are subject to complex transfer pricing regulations administered by taxing authorities in various jurisdictions. The relevant taxing authorities may disagree with our determinations as to the value of assets sold or acquired or income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our position was not sustained, we could be required to pay additional taxes, interest, and penalties, which could result in one-time tax charges, higher effective tax rates and reduced cash flows.
As of December 31, 2025, we had $234.5 million of federal and $255.7 million of state net operating loss carryforwards (“NOLs”), available to reduce future taxable income. Of the approximately $234.5 million in U.S. federal NOLs, approximately $186.3 million will be carried forward indefinitely for U.S. federal tax purposes and approximately $48.2 million will begin to expire in 2036. Our $255.7 million of state NOLs will expire in various tax years beginning in 2033. It is possible that we will not generate taxable income in time to use NOLs before their expiration, or at all. In addition, our federal and state NOLs and certain tax attributes may be subject to significant limitations. As a result, even if we earn net taxable income in the future, our ability to use our or Legacy Spire’s NOLs and other tax attributes to offset such taxable income or tax liability may be subject to limitations, which could potentially adversely affect our cash flows and result in increased future income tax liability.
There is also a risk that due to federal or state regulatory changes, such as suspensions on the use of NOLs, tax credits or other tax attributes, possibly with retroactive effect, or other unforeseen reasons, our existing NOLs, tax credits or other tax attributes could expire or otherwise be unavailable to offset future income tax liabilities.
Any actual or perceived security or privacy breach or incident could adversely affect our business, financial condition, and results of operations.
The use of our platform involves the collection, storage, processing, and transmission of customers’ data. In addition, we collect, process, store, and transmit our own data as part of our business operations. Our data or our customers’ data may include personal data or confidential or proprietary information. Any security breaches or other incidents could result in loss of or unauthorized access to, damage to, disablement or encryption of, use or misuse of, disclosure of, modification of, or destruction or other unauthorized processing of, our data or our customers’ data, or disrupt our ability to operate our platform for a lengthy period of time. Any actual or perceived security breach or incident that we or our third-party service providers experience also could interrupt our operations, lead to loss of user confidence in us or decreased use of our platform or otherwise our reputation and brand, result in remediation and cybersecurity protection costs, result in revenue, lead to and legal risks, increase our insurance premiums, result in other financial exposure, and otherwise our competitiveness, business, financial condition, and results of operations.
Our security measures or those of our third-party service providers could be insufficient or breached or otherwise fail as a result of third-party action, employee errors, technological limitations, defects, vulnerabilities in our offerings or those of our third-party service providers, malfeasance, or otherwise.
Risks Relating to Financial and Accounting Matters
Our current insurance does not protect us against all losses that we may experience, including, but not limited to, satellite related losses.
Our business is subject to a number of risks and hazards, including adverse conditions that could result in damage to equipment, personal injury or death, monetary losses, and possible legal liability. Our current insurance does not protect us against all satellite-related losses that we may experience or against business interruption, loss or delay of revenue. Our insurance coverage may not be adequate for liabilities incurred. In addition, changes in the regulatory environment could impose additional insurance requirements on us. Despite any insurance coverage which we currently have or may have in the future, the nature of these risks is such that liabilities might exceed policy limits, the liabilities might not be insurable, or we may elect not to insure against such liabilities due to high premium costs or other reasons, in which event we could incur significant costs.
We only carry third-party liability insurance outside of the U.S. Our existing third-party liability, launch, and in-orbit insurance policies may include, and any future policies may include, specified exclusions, deductibles and material change limitations. Typically, these insurance policies exclude coverage for damage or losses arising from acts of war, anti-satellite devices, electromagnetic or radio frequency interference, satellite health-related problems, and other similar potential risks for which exclusions are customary. Any claims under existing policies are subject to settlement with the insurers.
The price, terms, and availability of satellite insurance has increased significantly in recent years. Launch and in-orbit policies on satellites may not continue to be available on commercially reasonable terms or at all, or we may determine that it is not in our interest to purchase insurance in certain circumstances. To the extent we experience a launch or in-orbit failure that is not fully insured, our financial position would be harmed. In addition, higher premiums on insurance policies increase costs, thereby reducing our available cash. In addition to higher premiums, insurance policies may provide for higher deductibles, shorter coverage periods, higher loss percentages required for constructive total loss claims and additional satellite health-related policy exclusions. If we experience significant uninsured losses, such events could have a material adverse impact on our business.
Moreover, our insurance coverage may not be adequate for liabilities incurred or cover any indemnification claims against us relating to any security incident or breach or an insurer may deny coverage of claims. In the future, we may not be able to secure insurance for such matters on commercially reasonable terms, or at all. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could adversely affect our business, financial condition, and results of operations.
Our marketable securities portfolio is subject to credit, liquidity, market, and interest rate risks that could cause its value to decline significantly and materially adversely affect our business, financial condition, and results of operations.
We maintain a portfolio of marketable securities that was valued at approximately $57.0 million as of December 31, 2025. The investments in our portfolio are subject to credit, liquidity, market-price, and interest-rate risks that could materially and adversely affect our business, financial condition, and results of operations. Under our corporate investment policy, we seek to preserve principal, maintain liquidity, avoid excessive credit concentrations, and capture a market rate of return. However, the portfolio’s value may decline due to changes in interest rates, instability in the global financial markets that reduces the liquidity of securities in our portfolio, and other factors, including unexpected or unprecedented global or domestic events. Even with diversification and ongoing risk-profile monitoring, we could experience significant losses or reduced liquidity. If we increase our holdings in these securities, our exposure to such risks would grow, potentially exacerbating any adverse impact.
We face fluctuations in currency exchange rates, which could adversely affect our business, financial condition, and results of operations.
We are subject to fluctuations in currency exchange rates, and as we continue to expand internationally, we will become more exposed to such fluctuations. A portion of our operating expenses are incurred outside of the U.S. and denominated in foreign currencies. The fluctuations in currency exchange rates could increase the cost of expenses such as payroll, utilities, tax, and marketing expenses, as well as overseas capital expenditures. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited, and we may not be able to successfully hedge our exposure, which would adversely affect our business, financial condition, and results of operations.
Certain Space Services contracts are highly customized and require significant judgment in determining the appropriate accounting treatment, which could increase the risk of material misstatements in our consolidated financial statements.
Certain of our Space Services contracts are so highly customized and complex that significant judgment is required in determining the appropriate accounting treatment for such contracts. As a result, the risk of errors in our consolidated financial statements may be higher than the corresponding risk faced by other companies that do not have customized agreements. The restatement of our consolidated financial statements in our Annual Report on Form 10-K/A for the year ended December 31, 2023 and our Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2024 is partially the result of accounting errors associated with certain of these Space Services contracts, and there continues to be risk of material misstatements related to such contracts in the future, which may adversely affect our business, financial condition, and results of operations.
We have identified material weaknesses in our ICFR that have resulted in the restatement of our financial statements as of and for the years ended December 31, 2023 and December 31, 2022, and as of the quarter ends and for the interim periods therein, and unaudited condensed consolidated financial statements for the three-month period ended, and as of, March 31, 2024, and in the revision of our financial statements as of and for the quarter and year ended December 31, 2024, and the quarter ended March 31, 2025, (collectively the “Affected Periods”). If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain effective ICFR or disclosure controls and procedures, it may result in future material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations, which may adversely affect our business, financial condition, and results of operations.
We have identified material weaknesses in our ICFR, as more fully described in Part II, Item 9A of this Annual Report on Form 10-K.
Each of our material weaknesses could result in a misstatement of substantially all of our accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.
We are taking certain measures to remediate these material weaknesses as described in Part II, Item 9A of this Annual Report on Form 10-K; however, such material weaknesses had not been remediated as of December 31, 2025. The material weaknesses will not be considered remediated until management completes the design and implementation of the measures described in Part II, Item 9A of this Annual Report on Form 10-K and the controls operate for a sufficient period of time and management has concluded, through testing, that these controls are effective. There can be no assurance as to when the material weaknesses will be remediated. At this time, we cannot provide an estimate of costs expected to be incurred in connection with implementing this remediation plan; however, these remediation measures will be time consuming, will result in us incurring significant costs, and will place significant demands on our financial and operational resources. In addition, due to the material weaknesses in ICFR, we also determined that our disclosure controls and procedures were ineffective as of December 31, 2025.
We cannot assure that the measures we have taken to date and may take in the future, will be sufficient to remediate the control deficiencies that led to our material weaknesses in ICFR or that they will prevent or avoid potential future material weaknesses to be identified in the future. The effectiveness of our ICFR is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the possibility of human error and the risk of fraud. Any failure to design, implement and maintain effective ICFR and effective disclosure controls and procedures, or any difficulties encountered in their implementation or improvement, may result in additional material misstatements of our consolidated financial statements or cause us to to meet our periodic reporting obligations, which may affect our business, financial condition and results of operations.
Our failure to maintain an effective system of disclosure controls and ICFR has in the past impaired, and could impair in the future, our ability to produce timely and accurate financial statements or comply with applicable regulations.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the listing standards of the New York Stock Exchange (“NYSE”). Section 404(a) of the Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and ICFR. We are required to provide an annual management report on the effectiveness of our ICFR. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We have expended and anticipate that we will continue to expend resources to maintain and improve the effectiveness of our disclosure controls and procedures and ICFR.
Our current controls and any new controls that we develop may become inadequate because of changes in the conditions in our business, including increased complexity resulting from any further international expansion. Further, weaknesses in our disclosure controls and our ICFR have been identified, and others may be discovered in the future. Our failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods, such as the restatement of our financial statements for the Affected Periods. Our failure to implement and maintain effective ICFR in a timely manner or with adequate compliance could also adversely affect the results of periodic management evaluations and future annual independent registered public accounting firm attestation reports regarding the effectiveness of our ICFR.
Ineffective disclosure controls and procedures and ICFR could also have a material adverse effect on our business and cause investors to lose confidence in our reported financial and other information.
Our metrics and estimates used to evaluate our performance and to make results of operations projections could be subject to real or perceived inaccuracies that may harm our reputation and negatively affect our business.
We regularly review and may adjust our processes for calculating our metrics and estimates used to make projections about our results of operations, evaluate our growth, measure our performance, and make strategic decisions. Our analysis is based on data such as: renewal and upsell rates, number of new customers, average selling prices, sales pipeline analysis, sales quota targets and expected achievement, bookings, billings, number of satellites to be built and launched, number of ground stations to be built and put into service, headcount that is required to support the business, and non-headcount spending that is required to support the business. These metrics are calculated using internal company data and have not been evaluated by a third party, and our estimates are inherently subject to assumptions and forward-looking projections. Our metrics and estimates may differ from estimates published by third parties or from similarly titled metrics of our competitors due to differences in methodology or the assumptions on which we rely. While we believe our assumptions and the data underlying our metrics and estimates are reasonable, these metrics and estimates may not be accurate and the conditions supporting our metrics and estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. For example, our metrics and estimates of, and the expected growth rate for, our total addressable market may prove to be inaccurate. Even if the markets in which we compete achieve the size estimates and growth we have forecasted, our business could to grow at similar rates, if at all. If securities analysts or investors do not consider our metrics or estimates to be accurate representations of our business, or if we discover material in our metrics or estimates, then the market price of our Class A common stock could , our reputation and brand could be , and our actual results might diverge from our results of operations projections.
Risks Related to Our Common Stock and Reporting Status
Delaware law and our certificate of incorporation and bylaws contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable and therefore depress the trading price of our Class A common stock.
These provisions could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current members of our board of directors or taking other corporate actions, including effecting changes in our management. Among other things, our certificate of incorporation and bylaws include provisions regarding:
a dual-class common stock structure, which provides our founders, Peter Platzer, Theresa Condor, Joel Spark and Jeroen Cappaert (“Legacy Spire Founders”), with the ability to determine or significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the outstanding common stock;
our board of directors is classified into three classes of directors with staggered three-year terms and directors are only able to be removed from office for cause;
authorizing “blank check” preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend, and other rights superior to our common stock;
limiting the liability of, and providing indemnification to, our directors and officers;
prohibiting cumulative voting in the election of directors;
providing that vacancies on our board of directors may only be filled by a majority of directors then in office, even though less than a quorum;
prohibiting the ability of our stockholders to call special meetings;
establishing an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors; and
specifying that special meetings of our stockholders can be called only by a majority of our board of directors, the chairperson of our board of directors, or our president.
These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the
members of our management. In addition, because we are incorporated in Delaware, we are governed by provisions which generally prohibit a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder.
Our bylaws provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a chosen judicial forum for disputes with us or our directors, officers, employees, or stockholders.
Our bylaws require, to the fullest extent permitted by law, that the sole and exclusive forum for any derivative actions brought in our name, actions against directors, officers, and employees for breach of fiduciary duty, actions arising pursuant to any provision of the Delaware General Corporation Law or our certificate of incorporation or bylaws, and actions asserting a claim governed by the internal affairs doctrine is the Court of Chancery in the State of Delaware or, if that court does not have jurisdiction, the federal district court for the District of Delaware. In addition, our bylaws provide that the federal district courts of the U.S. shall be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act of 1933, as amended (the “Securities Act”) in connection with any offering of our securities. Any person or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of and consented to the forum provisions in our bylaws. These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or any of our directors, officers, other employees or stockholders, which may lawsuits with respect to such . Alternatively, if a court were to find the choice of forum provisions contained in our bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions.
The dual class structure of our common stock has the effect of concentrating voting power with the Legacy Spire Founders, which will limit an investor’s ability to influence the outcome of important transactions, including a change in control. Additionally, two of the Legacy Spire Founders, Peter Platzer and Theresa Condor, are husband and wife, which may further concentrate the influence of the Legacy Spire Founders and limit an investor’s ability to influence the Company.
The dual class structure of our common stock will limit your ability to influence the outcome of matters submitted to our stockholders for approval, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws, and the approval of any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction. Our Class A common stock has one vote per share and our Class B common stock that is held only by our Legacy Spire Founders has nine votes per share. Accordingly, the Class B common stock held by the Legacy Spire Founders represents approximately 29.1% of the voting power of our outstanding capital stock in the aggregate as of December 31, 2025. Additionally, the Class A common stock and Class B common stock held by two of the Legacy Spire Founders, Peter Platzer and Theresa Condor, who are husband and wife, represents approximately 22.5% of the voting power of our outstanding capital stock in the aggregate as of December 31, 2025. As a result, Peter Platzer and Theresa Condor and the other Legacy Spire Founders will be able to determine or significantly influence any action requiring the approval of our stockholders, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws, and the approval of any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction. The Legacy Spire Founders may have interests that differ from yours and may vote in a way with which you , and which may be to your interests. This concentrated control may have the effect of , , or a change in control, could our stockholders of an to receive a premium for their capital stock as part of a sale of the Company, and might ultimately affect the market price of our Class A common stock. Further, the separation between voting power and economic interests could cause of interest between the Legacy Spire Founders and our other stockholders, which may result in the Legacy Spire Founders undertaking, or causing us to undertake, actions that would be for themselves but would not be for our other stockholders.
We are subject to the continued listing standards of the NYSE and our failure to satisfy these requirements could result in delisting, which would adversely impact our stock price, liquidity, and ability to obtain capital.
The NYSE will consider suspending dealings in, or delisting, securities of an issuer that does not meet its continued listing standards. We have in the past received from NYSE written notice of noncompliance with certain continued listing standards. For example, on November 25, 2025, we received written notice from NYSE that we were not in compliance with the NYSE’s continued listing standards as set forth in Section 802.01E of the NYSE Listed Company Manual due to the Company’s failure to timely file with the SEC its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025. While we filed such Form 10-Q with the SEC on December 17, 2025, there can be no assurance that we will be able to satisfy the NYSE continued listing requirements in the future. A delisting from NYSE of our Class A common stock could adversely affect our reputation,
limit our ability to raise funds through the sale of equity or securities convertible into equity and the terms of any such fundraising, and adversely impact the liquidity and market price of our Class A common stock.
Until the filing of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, we expect to continue to utilize the reduced disclosure requirements applicable to “smaller reporting companies” could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
We are permitted to comply with the reduced disclosure requirements available to a “smaller reporting company” as defined in Item 10(f)(1) of the Securities Act, including providing only two years of audited financial statements. Taking advantage of such reduced disclosure obligations may make comparison of our financial statements with other public companies difficult.
