SPIR Spire Global Inc

closing. Kpler’s willingness to include this provision and assume all regulatory risk was a key reason Spire selected Kpler over other competing bidders.

attempted to hold up the closing over its ongoing negotiations with a third-party data

supplier to the Business (the “Supplier”). In its pre-signing offer letter, Kpler

Kpler’s successful completion of its negotiations with Supplier was not a condition to closing, so Kpler’s bargaining with a third party does not excuse its obligations under the bargain it already struck with Spire.

does not trigger a Material Adverse Effect (“MAE”) or render Spire’s representations regarding the Business and its existing contracts inaccurate.

disruption in (or loss of) supplier, service provider, partner or similar relationships.”

Ex. 1 (SPA) at Ex. A.

Moreover, Spire’s representations that no unresolved notices of breach or default have been received is limited to the time of signing—not closing—and intended to avoid precisely the type of scenario where a party attempts to use as an excuse for not

closing.

.

.

.

The SPA is clear that the only orders that can prevent closing are those that have been issued by a relevant governmental entity, remain outstanding as of the time of closing, and actually prevent the parties from consummating the transaction. No such order had been issued at the time of closing, nor has any such order been issued since.

monetary damages, even if available, would not be an adequate remedy, would occur

in the event that the Parties do not perform their obligations under the provisions of this Agreement,” and Spire “shall be entitled to an injunction or injunctions, specific performance, or other equitable relief” to prevent breaches of the SPA and to compel Kpler to consummate the transaction. Ex. 1 (SPA) § 12.13.

Kpler’s failure and continued refusal to consummate the transaction create uncertainty and delay that harm Spire and expose the company to adverse effects on its business operations.

THE PARTIES

insights, including, for example, government entities responsible for monitoring

risks such as extreme weather events and wildfire risk. Spire’s common stock is publicly listed on the New York Stock Exchange under the ticker “SPIR.”

JURISDICTION, VENUE AND GOVERNING LAW

C. § 341, 8 Del. C. § 111(a), and 6 Del. C. § 2708.

FACTUAL ALLEGATIONS

See Ex. 4 (10/22/2024 Offer Letter).

everything necessary to timely close the transaction despite any regulatory impediments, Spire elected to enter into a transaction with Kpler.

things necessary, appropriate or desirable to make or cause to be made the

appropriate filings and submissions required to” meet all regulatory requirements for the transaction. Id. § 6.1(a).

[a] relevant Governmental Entity under the Specified Laws so as to enable the Parties to consummate the Transactions promptly and, in any event, prior to the End Date,” i.e., November 13, 2025. Id. § 6.1(c), Ex. A.

Ex. 2 (SPA Disclosure Schedules) at Schedule 6.1(c).

B. Interim Operating Covenants

During the Pre-Closing Period, except . . . with Buyer Parent’s consent (which shall not be unreasonably withheld, conditioned or delayed) . . . neither Seller Parent nor the Target Companies shall with respect to the Business:

. . .

(n) waive, release, assign, compromise, commence, settle or agree to settle any Legal Proceeding, other than waivers, releases, compromises or settlements in the ordinary course of business that (i) involve only the payment of monetary damages not in excess of $15,000 individually or $500,000 in the aggregate if paid by any Target Company or where the payment is paid prior to the Closing or is paid by any Person other than such Target Company and (ii) do not include the imposition of equitable relief on, or the admission of wrongdoing by, any Target Company[.]

Id. § 6.3(n).

C. Closing Conditions

of the Business (taken as a whole).” Id. at Ex. A. It does not extend to events that in the future could or would be reasonably expected to result in an MAE.

(c) any adverse effect resulting from changes in regulatory, legislative or political conditions in the United States or any other country or region in the world, except to the extent such change in regulatory, legislative or political condition has a materially disproportionate effect on the Business as compared to any of the other companies in the Business’s industry, in which case only the incremental disproportionate adverse impact may be taken into account in determining whether there has occurred a Material Adverse Effect

. . .

(e) any adverse effect resulting directly or indirectly from the announcement, execution or delivery of the Agreement or the pendency or consummation of the Transactions, including any disruption in (or loss of) supplier, service provider, partner or similar relationships or any loss of employees

. . .

(i) any adverse effect resulting directly or indirectly from any breach by Buyer Parent of any provision of this Agreement or the taking of any other action by Buyer Parent

Id.

With respect to each Material Contract listed in Section 3.10(a) of the Disclosure Schedule: (i) such Material Contract is with respect to each party thereto other than a Seller Party, binding and enforceable against such party in accordance with its terms, subject to (A) Laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (B) rules of Law governing specific performance, injunctive relief and other equitable remedies; and (ii) no Target Company is in material breach or material default of such Material Contract or, with the giving of notice or the giving of notice and passage of time without a cure would be, in material breach or material default of such Material Contract, and to Seller Parent’s Knowledge, no other party to such Material Contract is in material breach or material default of such Material Contract. No Seller Party has received unresolved written notice as of the date hereof of (i) any material default under any Material Contract or (ii) the intention of any Person to terminate any Material Contract or materially modify the terms thereof. Seller Parent has delivered or otherwise made available to Buyer Parent a true and complete copy of each such Material Contract.

Id. § 3.10(b).

D. Termination

Date if the transaction has not closed by that date. Kpler can also terminate the SPA if the transaction has been permanently enjoined by a governmental entity or if Spire has materially breached the SPA. Specifically, the SPA provides for termination prior to closing:

Id. § 10.1.

E. Specific Performance

The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their obligations under the provisions of this Agreement in accordance with its specified terms or

otherwise breach such provisions. The Parties acknowledge and agree

that (a) the Parties shall be entitled to an injunction or injunctions, specific performance, or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof … without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement or at law or in equity and (b) the right of specific performance is an integral part of the Transactions and without that right, none of the Seller Parties or Buyer Parent would have entered into this Agreement. The right to specific enforcement hereunder shall include the right of [Spire] to cause [Kpler] to purchase the Purchased Equity and to consummate the other Transactions, on the terms and subject to the conditions set forth in this Agreement.

Id. § 12.13.

. On that call, Spire confirmed that these

developments did not affect its ability or willingness to certify the satisfaction of applicable conditions on the expected Closing Date.

; and (ii) regulatory developments

. Neither after-the-fact excuse precludes the parties from proceeding with the closing, nor do they permit Kpler to ignore its contractual obligations.

Do Not

Prevent Kpler from Closing

. Ex. 4

(10/22/2024 Offer Letter). Nonetheless, in the months following signing, Kpler has not entered into a final agreement on renegotiated terms, and has pointed to the lack of a finally executed agreement as a reason to delay the closing. The fact that Kpler has not signed an agreement with Supplier in no way prevents Kpler from honoring its obligations under the SPA. Kpler did not make a successful renegotiation of the Supplier Agreement a condition to closing. And, in any event, Spire understands that Kpler and Supplier have since concluded renegotiations and Supplier is ready to sign an acceptable revised agreement. Thus, there is no impediment to closing from the fact that Kpler has not yet signed a renegotiated Supplier Agreement.

.

.

does not preclude a closing under the SPA. The representation in Section 3.10(b) regarding “Material Contracts” applies only if Spire or its applicable subsidiary “is” in material breach or material default, or “would be” in material breach or material default of such a contract given notice or absent cure. Ex. 1 (SPA)

§ 3.10(b).

In addition, the representation in Section 3.10(b) regarding any unresolved written notice of material default or a third-party’s intention to terminate a “Material Contract” applies only as of the date of the SPA, i.e., November 13, 2024.

In any event, an inaccuracy in a representation does not result in a failure of the closing condition in Section 8.1 unless the inaccuracy would constitute an MAE.

Business in the future. Moreover, the MAE definition expressly excludes “any

adverse effect resulting directly or indirectly from the announcement, execution or delivery of the Agreement or the pendency or consummation of the Transactions, including any disruption in (or loss of) supplier, service provider, partner or similar relationships or any loss of employees.” Id.

, is exactly the type of post-announcement event that is exempted from the MAE definition.

The SPA is clear that Kpler’s consent to a settlement or compromise agreement “shall not be unreasonably withheld, conditioned or delayed.” Id. § 6.3.

Moreover, raising potential hurdles to closing and then scuttling its resolution is precisely the type of action by Kpler that does not and cannot give rise to an MAE. To the extent the pendency of this dispute constitutes an adverse effect, it has resulted “directly or indirectly from any breach by [Kpler] of any provision of this Agreement or the taking of any other action by [Kpler]” and is therefore not an MAE. Id. Kpler’s attempt to nonetheless use

as an excuse to avoid closing is meritless.

B. The Pending Does Not Prevent a Closing

on January 24, 2025—after closing should have and would have occurred but for Kpler’s breach. Thus, even if the presented an obstacle to closing, that obstacle did not even exist as of the time when the parties should have closed.

Only a temporary restraining order, preliminary or permanent injunction, or other order “preventing the consummation” of the transaction can result in an unmet closing condition. Id. § 8.3 (emphasis added).

Kpler is obligated to use “best efforts” and take “any and all actions” to eliminate regulatory impediments for the transaction (id. § 6.1(c); see also Ex. 2 at Schedule 6.1(c)), yet

Kpler has instead used potential regulatory hurdles as an excuse for not consummating the closing.

Kpler has only vaguely averred that consummating the transaction

would be potentially inconsistent with the terms of the SPA without identifying any closing condition that would be unmet as a result of the

. For good reason, as no such condition exists. And while Kpler has suggested that Spire may be in breach of Section 8.3, that provision only applies to orders or injunctions issued prior to closing that prevent the parties from actually completing the closing.

Kpler has instead attempted to use the

as leverage against Spire. Kpler’s attempt to turn the

into an unmet closing condition is irreconcilable with the SPA’s terms.

would occur in the event that the Parties do not perform their obligations under the

provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions.” Ex. 1 (SPA) § 12.13.

transforming Spire’s cost structure and operating model. Kpler’s failure to

consummate the transaction threatens to derail this process and significantly impair Spire’s enterprise value and ability to finance its operations.

COUNT I

(Breach of Contract – Specific Performance & Injunction)

COUNT II

(Declaratory Judgment)

Del. C. § 6501.

PRAYER FOR RELIEF

WHEREFORE, Spire respectfully requests that the Court enter judgment and relief against Defendant, as follows:

Dated: February 10, 2025