Stockholders of Record as of June 21, 2021 are
Eligible to Vote at Annual Meeting
NavSight Holdings, Inc. (NYSE: NSH, “NavSight”), a
publicly-traded special purpose acquisition company, and Spire
Global, Inc. (“Spire”), a leading provider of space-based data,
analytics and space services, today announced that NavSight’s
registration statement on Form S-4 (File No. 333-256112), relating
to the previously announced merger of NavSight and Spire (the
“Business Combination”) has been declared effective by the U.S.
Securities and Exchange Commission as of July 22, 2021.
NavSight also announced that it will hold the special meeting of
stockholders (the “Special Meeting”) on August 13, 2021 at 10:00 AM
ET to, among other things, allow its stockholders to vote to
approve the proposed Business Combination with Spire. The Special
Meeting will be completely virtual and conducted via live
webcast.
Stockholders of record of NavSight common stock as of the close
of business on the record date of June 21, 2021 may vote at or
before the Special Meeting.
If the proposals at the Special Meeting are approved, the
parties anticipate that the Business Combination will close shortly
thereafter, subject to the satisfaction or waiver (as applicable)
of all other closing conditions. Upon the closing of the Business
Combination, the parties expect that the combined company will
operate as Spire Global, Inc., and that the shares of common stock
and the warrants of the combined company are expected to be listed
on New York Stock Exchange under the symbols “SPIR” and “SPIR.WS,”
respectively.
NavSight stockholders who need assistance voting, have questions
regarding the Special Meeting, or would like to request documents
may contact NavSight Holdings, Inc., 12020 Sunrise Valley Drive,
Suite 100, Reston, Virginia 20191, by telephone at (571) 500-2236,
or by email at jack@navsight.com, or NavSight’s proxy solicitor
D.F. King & Co., Inc. by calling (800) 207-3158 or banks and
brokers can call at (212) 269-5550, or by emailing
NSH@dfking.com.
About Spire Global, Inc.
Spire is a leading global provider of space-based data,
analytics, and space services, offering access to unique datasets
and powerful insights about Earth from the ultimate vantage point
so that organizations can make decisions with confidence, accuracy,
and speed. Spire uses one of the world’s largest multi-purpose
satellite constellations to source hard to acquire, valuable data
and enriches it with predictive solutions. Spire then provides this
data as a subscription to organizations around the world so they
can improve business operations, decrease their environmental
footprint, deploy resources for growth and competitive advantage,
and mitigate risk. Spire gives commercial and government
organizations the competitive advantage they seek to innovate and
solve some of the world’s toughest problems with insights from
space. Spire has offices in San Francisco, Boulder, Washington DC,
Glasgow, Luxembourg, and Singapore. To learn more, visit
http://www.spire.com.
About NavSight Holdings, Inc.
NavSight Holdings, Inc. is a newly organized blank check company
formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses.
Additional Information and Where to Find It
In connection with the Proposed Transaction, NavSight has filed
the Registration Statement with the SEC, which includes a proxy
statement which has been distributed to holders of NavSight’s
common stock in connection with NavSight’s solicitation of proxies
for the vote by NavSight’s stockholders with respect to the
Proposed Transaction and other matters as described in the
Registration Statement, a prospectus relating to the offer of the
securities to be issued to Spire’s stockholders in connection with
the Proposed Transaction, and an information statement to Spire’s
stockholders regarding the Proposed Transaction. NavSight has
mailed a definitive proxy statement/prospectus/information
statement and other relevant documents to its stockholders of
record as of June 21, 2021, the record date established for the
Special Meeting. Investors and security holders and other
interested parties are urged to read the proxy
statement/prospectus/information statement, any amendments thereto
and any other documents filed or that will be filed with the SEC
carefully and in their entirety as they become available because
they will contain important information about NavSight, Spire and
the Proposed Transaction. Investors and security holders may obtain
free copies of the proxy statement/prospectus/information statement
and other documents filed with the SEC by NavSight (when available)
through the website maintained by the SEC at http://www.sec.gov, or
by directing a request to: NavSight Holdings, Inc., 12020 Sunrise
Valley Drive, Suite 100, Reston, VA 20191.
Participants in Solicitation
NavSight and Spire and their respective directors and certain of
their respective executive officers and other members of management
and employees may be considered participants in the solicitation of
proxies with respect to the Proposed Transaction. Information about
the directors and executive officers of NavSight is set forth in
its final prospectus filed on July 22, 2021 (the “NavSight
Prospectus”). Additional information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, is included
in the Registration Statement, the NavSight Prospectus and other
relevant materials filed or that will be filed with the SEC
regarding the Proposed Transaction as they become available.
Stockholders, potential investors and other interested persons
should read the Registration Statement and NavSight Prospectus
carefully before making any voting or investment decisions. These
documents can be obtained free of charge from the sources indicated
above.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
Forward-Looking Statements
The information in this press release includes “forward-looking
statements” within the meaning of the federal securities laws with
respect to the Proposed Transaction. Forward-looking statements may
be identified by the use of words such as “estimate,” “plan,”
“project,” “forecast,” “intend,” “will,” “expect,” “anticipate,”
“believe,” “seek,” “target” or other similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding estimates and
forecasts of financial and performance metrics, expectations of
achieving and maintaining profitability, projections of total
addressable markets, market opportunity and market share, net
proceeds from the Proposed Transactions, potential benefits of the
Proposed Transaction and the potential success of Spire’s market
and growth strategies, and expectations related to the terms and
timing of the Proposed Transaction. These statements are based on
various assumptions and on the current expectations of NavSight’s
and Spire’s management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of NavSight and
Spire. These forward-looking statements are subject to a number of
risks and uncertainties, including (i) the risk that the Proposed
Transaction may not be completed in a timely manner or at all,
which may adversely affect the price of NavSight's securities; (ii)
the risk that the Proposed Transaction may not be completed by
NavSight's business combination deadline and the potential failure
to obtain an extension of the business combination deadline if
sought by NavSight; (iii) the failure to satisfy the conditions to
the consummation of the Proposed Transaction, including the
approval of the Proposed Transaction by the stockholders of
NavSight, the satisfaction of the minimum trust account amount
following any redemptions by NavSight's public stockholders and the
receipt of certain governmental and regulatory approvals; (iv) the
inability to complete the PIPE investment in connection with the
Proposed Transaction; (v) the failure to realize the anticipated
benefits of the Proposed Transaction; (vi) the effect of the
announcement or pendency of the Proposed Transaction on Spire’s
business relationships, performance, and business generally; (vii)
risks that the Proposed Transaction disrupts current plans of Spire
and potential difficulties in Spire employee retention as a result
of the Proposed Transaction; (viii) the outcome of any legal
proceedings that may be instituted against NavSight or Spire
related to the business combination agreement or the Proposed
Transaction; (ix) the ability to maintain the listing of NavSight’s
securities on the New York Stock Exchange; (x) the ability to
address the market opportunity for Space-as-a-Service; (xi) the
risk that the Proposed Transaction may not generate expected net
proceeds to the combined company; (xii) the ability to implement
business plans, forecasts, and other expectations after the
completion of the Proposed Transaction, and identify and realize
additional opportunities; (xiii) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the business combination agreement; (iv) the risk of
downturns, new entrants and a changing regulatory landscape in the
highly competitive space data analytics industry; and those factors
discussed in the NavSight Prospectus under the heading “Risk
Factors,” and other documents of NavSight filed, or to be filed,
with the SEC. If any of these risks materialize or Spire’s
assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There
may be additional risks that neither NavSight nor Spire presently
know or that NavSight and Spire currently believe are immaterial
that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking
statements reflect NavSight’s and Spire’s expectations, plans or
forecasts of future events and views as of the date of this press
release. NavSight and Spire anticipate that subsequent events and
developments will cause NavSight’s and Spire’s assessments to
change. However, while NavSight and Spire may elect to update these
forward-looking statements at some point in the future, NavSight
and Spire specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing NavSight’s and Spire’s assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210726005213/en/
For Spire Global, Inc.: Investor Contacts: Hillary Yaffe
Hillary.Yaffe@spire.com
Michael Bowen and Ryan Gardella SpireIR@icrinc.com
Media Contacts: Hillary Yaffe Hillary.Yaffe@spire.com
Phil Denning SpirePR@icrinc.com
For NavSight Holdings, Inc.: Investor Contact: Jack
Pearlstein jack@navsight.com
NavSight (NYSE:NSH)
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