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    SEC Form 424B3 filed by Spire Global Inc.

    5/28/26 5:04:10 PM ET
    $SPIR
    Telecommunications Equipment
    Consumer Discretionary
    Get the next $SPIR alert in real time by email
    424B3 1 424b3_2026_pipe_amend_2.htm 424B3 424B3

    Filed Pursuant to Rule 424(b)(3)

    Registration No. 333-295274

     

    PROSPECTUS SUPPLEMENT NO. 2

    (to Prospectus dated May 4, 2026)

    SPIRE GLOBAL, INC.

    5,000,000 Shares of Class A Common Stock

     

     

    This prospectus supplement amends and supplements the prospectus dated May 4, 2026 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (No. 333-295274).

     

    This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 28, 2026 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

     

    This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

    Our Class A common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “SPIR.” On May 27‚ 2026, the last quoted sale price for our Class A common stock as reported on NYSE was $25.48 per share.

    Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in the section titled “Risk Factors” beginning on page 5 of the Prospectus.

    You should rely only on the information contained in the Prospectus, this prospectus supplement and any other prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information.

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     

     

    The date of this prospectus is May 28, 2026


    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549

    FORM 8-K

    CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): May 27, 2026

    SPIRE GLOBAL, INC.

    (Exact name of registrant as specified in its charter)

    Delaware

    001-39493

    85-1276957

    (State or other jurisdiction
    of incorporation)

    (Commission File Number)

    (IRS Employer
    Identification No.)

    8000 Towers Crescent Drive

    Suite 1100

    Vienna, Virginia

    22182

    (Address of principal executive offices)

    (Zip code)

    Registrant’s telephone number, including area code: (202) 301-5127

    Not Applicable

    (Former name or former address, if changed since last report)

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:


    Title of each class

    Trading
    Symbol(s)


    Name of each exchange on which registered

    Class A common stock, par value of $0.0001 per share

    SPIR

    The New York Stock Exchange

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).


    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     


    Item 5.07 Submission of Matters to a Vote of Security Holders.

    On May 27, 2026, Spire Global, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”), at which the proposals, as described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2026, were presented. The voting results for each of the proposals considered at the Annual Meeting are provided below.

    1. Election of Directors

    The stockholders elected the following nominees as Class II directors to serve on the Company’s board of directors until the Company’s 2029 annual meeting of stockholders and until their successors are duly elected and qualified.

    Nominee

     

    Votes For

     

    Votes Withheld

     

    Broker Non-Votes

    William Porteous

     

    21,486,971

     

    5,022,430

     

    8,832,979

    Toni Rinow

     

    26,448,344

     

    61,057

     

    8,832,979

    2. Frequency of Future Votes on Named Executive Officer Compensation

    In an advisory (non-binding) vote, the stockholders voted as follows with respect to the frequency of future stockholder advisory votes on the compensation paid to the Company’s named executive officers:

    One Year

     

    Two Years

     

    Three Years

     

    Abstentions

     

    Broker Non-Votes

    26,069,947

     

    109,001

     

    47,155

     

    283,298

     

    8,832,979

    3. Named Executive Officer Compensation

    The stockholders approved, in an advisory (non-binding) vote, the compensation paid to the Company’s named executive officers.

    Votes For

     

    Votes Against

     

    Abstentions

     

    Broker Non-Votes

    21,214,112

     

    4,407,288

     

    888,001

     

    8,832,979

     

    4. Registered Public Accounting Firm

    The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

    Votes For

     

    Votes Against

     

    Abstentions

    35,308,447

     

    27,349

     

    6,584

     

     


     


     

    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


    SPIRE GLOBAL, INC.

    Date:

     May 28, 2026

    By:

      /s/ Alison Engel

    Name:

    Title:

    Alison Engel

    Chief Financial Officer


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