NavSight Holdings, Inc.
PROPOSED BUSINESS COMBINATION: Spire Global, Inc.
ENTERPRISE VALUE: $1.23 billion
ANTICIPATED SYMBOL: SPIR
NavSight Holdings, Inc. proposes to combine with Spire Global, Inc. (“Spire” or the “Company”) a leading global provider of space-based data and analytics.
Spire collects space-based data using a proprietary constellation of multi-purpose nanosatellites called LEMUR (Low Earth Multi-Use Receiver). The Company’s software analytics generate proprietary data, insights and predictive analytics for its global customers through a subscription model. Spire monetizes this information across a broad and growing number of industries including weather, aviation, maritime, and government, with global coverage and near real-time data that can be easily integrated into customer business operations.
Spire is also pioneering an innovative “space-as-a-service” business model. Leveraging the Company’s fully deployed infrastructure and large-scale operation, customers can operate their own payloads on orbit through Spire’s API and can begin receiving data in less than a year and a simple subscription agreement.
TRANSACTION
- The Proposed Transaction is expected to close in summer of 2021.
- Assuming no redemptions by NavSight stockholders, the Proposed Transaction is expected to deliver up to $475 million of gross proceeds, including the contribution of up to $230 million of cash held in NavSight’s trust account.
- The Proposed Transaction is further supported by a $245 million fully committed PIPE anchored by Tiger Global Management, BlackRock Advisors, Hedosophia, Jaws Estates Capital, and Bloom Tree Partners.
- Spire stockholders will retain 100% of their equity holdings in the combined company.
- Spire’s existing stockholders will hold approximately 67% of the fully diluted shares of common stock immediately following the closing of the business combination, assuming no redemptions by NavSight’s existing public stockholders.
PIPE
- $245 million fully committed PIPE at $10.00 per share anchored by Tiger Global Management, BlackRock Advisors, Hedosophia, Jaws Estates Capital, and Bloom Tree Partners.
VOTING AND NON-REDEMPTION AGREEMENTS
- Certain stockholders of NavSight have entered into one or more Voting and Non-Redemption Agreements pursuant to which, inter alia, such stockholders have agreed
- (i) not to redeem or transfer all or any portion of their respective NavSight Common Stock and
- (ii) to vote all of their respective shares of SPAC Common Stock, representing in the aggregate 20% of the outstanding voting power of NavSight in favor of the each of the transaction proposals
NOTABLE CONDITIONS TO CLOSING
- The aggregate cash proceeds from NavSights’s trust account (after deducting any amounts paid to NavSight stockholders that exercise their redemption rights in connection with the Transactions), together with the proceeds from the PIPE financing, being not less than $225,000,000.
NOTABLE CONDITIONS TO TERMINATION
- If the Closing has not occurred on or before Termination Date set as October 25, 2021, provided, that if the Special Meeting is adjourned or postponed and/or if certain regulatory approvals related to the Communications Authorizations have not been obtained, then the Termination Date shall be automatically extended until March 1, 2022
ADVISORS
- Credit Suisse Securities (USA) LLC is acting as exclusive financial advisor and capital markets advisor to NavSight.
- Credit Suisse Securities (USA) LLC acted as lead placement agent and BofA Securities, Inc. also acted as placement agent in connection with the PIPE offering.
- BofA Securities, Inc. is acting as exclusive financial advisor to Spire.
- Wilson Sonsini Goodrich & Rosati, P.C. is serving as legal advisor to Spire.
- Venable, LLP is serving as legal advisor to NavSight.
- Shearman & Sterling, LLP is serving as legal advisor to Credit Suisse Securities (USA) LLC.
MANAGEMENT & BOARD
Executive Officers
Robert A. Coleman, 61
Co-Founder, Chairman & Chief Executive Officer
Mr. Coleman was the founder, CEO and President of Integrated Data Systems Corporation (“IDS”), a highly regarded provider of software engineering, computer security and enterprise architecture solutions to the Intelligence Community and the Department of Defense, which was acquired by ManTech (NASDAQ: MANT) in February 2003. Mr. Coleman was named President and Chief Operating Officer of Mantech in September 2004 and was elected to its Board of Directors in March 2006. In 2009, Mr. Coleman and the private equity firm GTCR founded Six3 Systems, Inc. in order to create a leading provider of cybersecurity, intelligence, surveillance, and reconnaissance services and technology to the to the Intelligence Community and the Department of Defense. Prior to founding IDS, Mr. Coleman held a variety of senior positions with Raytheon, SAIC and the Office of the White House. Since January 2019, Mr. Coleman has served as an advisory board member of the National Defense Industrial Association, since June 2019 as a Board member of BlackHorse Solutions, Inc., and since March 2014 as a Board member of Lookingglass Cyber Solutions. Mr. Coleman is also a shareholder in each of BlackHorse Solutions, Inc. and Lookingglass Cyber Solutions. Mr. Coleman received his Bachelor of Science degree in Computer Science from Clarion University of Pennsylvania.
Jack Pearlstein, 56
Co-Founder, EVP, CFO & Corporate Secretary
Mr. Pearlstein, has over 25 years of operating experience in the technology sector, including over 10 years of operating experience with companies providing expertise and technology to the U.S. defense and intelligence communities. Throughout Mr. Pearlstein’s career, he has completed over 40 acquisitions, mergers and divestitures and dozens of complex financing transactions. From June 2014 through June 2020, Mr. Pearlstein served as Executive Vice President and Chief Financial Officer of Cision, Ltd. (NYSE: CISN), a leading global provider of software and services to public relations and marketing communications professionals. From June 2009 to November 2013, Mr. Pearlstein was the Chief Financial Officer of Six3 Systems, Inc., a leading provider of cybersecurity, intelligence, surveillance, and reconnaissance services and technology to the DoD and the IC. From April 2006 to March 2009, Mr. Pearlstein served as the Chief Financial Officer of Solera Holdings, Inc. (NYSE: SLH), a leading global provider of software and services to the automobile insurance claims processing industry. From September 2001 until its sale to BAE Systems North America, Inc., the U.S. subsidiary of BAE Systems plc in October 2004, Mr. Pearlstein served as the Chief Financial Officer, Treasurer and Secretary of DigitalNet Holdings, Inc., (NASDAQ: DNET) a leading provider of technology services and software to the U.S. government defense, intelligence, and civilian agencies. From September 2000 until July 2001, Mr. Pearlstein served as Chief Financial Officer of Commerce One, Inc.’s (NASDAQ: CMRC) Global Services division, which he joined in September 2000 when Commerce One, Inc. acquired AppNet, Inc. (NASDAQ: APNT), a leading provider of technology-based professional services and solutions. Mr. Pearlstein served as AppNet’s Senior Vice President from July 1998 through May 1999, and as AppNet’s Chief Financial Officer from May 1999 through September 2000. Mr. Pearlstein received his Bachelor of Science degree in Accounting from New York University and his Master’s of Business Administration in Finance, from The George Washington University.
Board of Directors
William P. Crowell, 79
Director
Mr. Crowell is a Partner and independent consultant specializing in information technology, security, and intelligence systems. Until the acquisition by Cisco in June 2007, he was Chairman of Broadware Technologies, Inc., a video surveillance software company. Mr. Crowell was also a director at the following companies: ArcSight, Inc., a public security company, which was acquired by HP in 2010; Narus, Inc., which was acquired by Boeing in 2010; Six3 Systems, which was acquired by CACI in 2013, AirPatrol Corporation, wireless network security company acquired by Sysorex in 2014, and Fixmo, Inc., a mobile device security company acquired by Good Technologies in 2014. He was also a director at SafeNet, Inc., an encryption, data protection, and authentication solutions company, which was acquired by Gemalto in 2015. Mr. Crowell also served as a Director on the SSA board of DRS and the SAP NS2 Proxy board. Mr. Crowell served as President and CEO of Cylink Corporation, a public company and leading provider of e-business security solutions, from 1998 to 2003, when Cylink was acquired by SafeNet, Inc. Mr. Crowell came to Cylink from the National Security Agency (the “NSA”), where he held a series of senior positions in operations, analysis, strategic planning, research and development, and finance. He served as Deputy Director of Operations at the NSA from 1991 to 1994, running its core signals intelligence mission. In February 1994 he was appointed by President Clinton as the Deputy Director of NSA, and served in that post until his retirement in September 1997. From 1989 to 1990, Crowell served as vice president at Atlantic Aerospace Electronics Corporation (later acquired by Titan Corp), leading business development in space technology, signal processing, and intelligence systems. In April 1999, Mr. Crowell was appointed to the President’s Export Council (PEC), which advised the administration on trade and export policy. After 9/11, he served on the Markle Foundation Task Force on National Security in the Information Age, which published three landmark studies on Homeland Security and information sharing. He has also served on numerous panels to investigate and improve military command and control, intelligence, and security systems, and served as Chairman of the Director of National Intelligence (DNI) Senior Advisory Group from 2007 to 2014. He served on the Department of Homeland Security Science and Technology Advisory Board from 2013 to 2015. Mr. Crowell received his Bachelor of Arts in Government Studies from the Louisiana State University.
Henry A. Crumpton, 63
Director
Ambassador Henry A. Crumpton is the Co-Chairman and Co-CEO of Martin+Crumpton Group (M+CG) LLC, a strategic international advisory and business development firm. In 2008 he founded Crumpton Group which in 2020 merged with JPM Advisory. Since 2019, Ambassador Crumpton has been a partner at AIM13|CVP, a venture capital firm focused on investing in emerging technologies, especially in the defense, national security and intelligence domains. Ambassador Crumpton is currently a board member of Allied BioScience and an advisory board member of Stone Canyon Industries. He previously served on the advisory boards of The Coca-Cola Company from 2012 to 2014, AECOM, Inc. from 2009 to 2013, and DC Capital Partners from 2013 to 2016. He was a director at Argan, Inc. (NYSE: AGX) from 2008 to 2017. In 1981, Ambassador Crumpton joined the CIA’s Clandestine Service as an operations officer. For most of his 24-year career, he operated in the foreign field, including assignments as Chief of Station. In Washington, D.C., he served at the FBI as Deputy Chief of the International Terrorism Operations Section from 1998 to 1999. He was Deputy Chief (Operations) of CIA’s Counterterrorism Center from 1999 to 2001. He also led the CIA’s Afghanistan campaign from 2001 to 2002. He was Chief of the CIA’s National Resources Division from 2003 to 2005. From 2005 until 2007, Ambassador Crumpton served as the Coordinator for Counterterrorism at the U.S. Department of State. Ambassador Crumpton is the recipient of the Intelligence Commendation Medal; the George H.W. Bush Award for excellence in counterterrorism; the Sherman Kent Award, in recognition of an outstanding contribution to the literature of intelligence; the Donovan Award; and the Distinguished Intelligence Medal, the CIA’s highest award for achievement. Ambassador Crumpton is a member of the Council on Foreign Relations and the OSS Society. He also serves on the CIA Officers Memorial Foundation board. He received a B.A. in Political Science from the University of New Mexico and a Masters in International Public Policy, with honors, from Johns Hopkins University’s School of Advanced International Studies.
Gilman Louie, 59
Director
Mr. Louie is a Partner at Alsop Louie Partners, an early-stage, risk-oriented technology venture capital firm which he founded in 2006. Mr. Louie was a founder and former CEO of In-Q-Tel, a strategic venture fund created to help enhance national security by connecting the Central Intelligence Agency and U.S. intelligence community with venture-backed entrepreneurial companies from 1999 to 2006. Mr. Louie currently serves as Chairman of Lookingglass Cyber Solutions, Inc. and has been a board member since 2012. Mr. Louie also served as Chairman of Vricon, a joint venture between DigitalGlobe and Saab, AB, which was acquired by Maxar Technologies, Inc. in 2020. Mr. Louie was recently appointed to the Maxar (NYSE:MAXR) board of directors. Mr. Louie built a career as a pioneer in the interactive entertainment industry, with accomplishments that include the design and development of the Falcon F-16 flight simulator as well as being the person who licensed Tetris, the world’s most popular computer game, from its developers in the Soviet Union. During that career, Mr. Louie founded and ran a publicly traded company called Spectrum HoloByte from 1986 to 1998 which ultimately was acquired by Hasbro Corporation. Following the acquisition, Mr. Louie served as chief creative officer of Hasbro Interactive and general manager of the Games.com group before founding In-Q-Tel. He also served as a member of the Markle Foundation Task Force on National Security in the Information Age from 2003 to 2017, served as a member of the Technical Advisory Group for the United States Senate Select Committee on Intelligence from 2008 to 2017, chaired the committee on Persistent Forecasting of Disruptive Technologies for the National Academies from 2009 to 2011, served as a Commissioner of the National Commission for Review of Research and Development Programs of the United States Intelligence Community from 2011 to 2012, served as a Board of Visitors from 2015 to 2019. Mr. Louie also currently serves as a Special Advisor to the President of the National Intelligence University and was appointed in 2019 as a Commissioner of the National Security Commission on Artificial Intelligence. Mr. Louie completed the Advanced Management program/International Seniors Management Program at Harvard Business School and received a Bachelor of Science in Business Administration from San Francisco State University.

