SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 Spire Global, Inc. 8000 Towers Crescent Drive, Suite 1100 Vienna, Virginia 22182   May 6, 2025   VIA EDGAR TRANSMISSION   Division of Corporation Finance Office of Technology United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549   Re: Spire Global, Inc. Registration Statement on Form S-1 (Registration No. 333-286800) Request for Acceleration of Effective Date   Ladies and Gentlemen:   In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1, as amended (File No. 333-286800) (the “Registration Statement”), of Spire Global, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on Thursday, May 8, 2025, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Faegre Drinker Biddle & Reath LLP, by calling Griffin D. Foster at (317) 569-4843.   We understand that the staff of the Securities and Exchange Commission will consider this request as confirmation by the Company that it is aware of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact Griffin D. Foster of Faegre Drinker Biddle & Reath LLP at the number set forth above.   Thank you for your assistance in this matter.   [ The remainder of this page has intentionally been left blank .]

 Very truly yours,   Spire Global, Inc.

 By:
  /s/ Theresa Condor

 Name:
 Theresa Condor

 Title:
 President and Chief Executive Officer

       cc: (via email)   Jonathan R. Zimmerman, Faegre Drinker Biddle & Reath LLP Griffin D. Foster, Faegre Drinker Biddle & Reath LLP Boyd Johnson, Spire Global, Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 5, 2025

Theresa Condor
Chief Executive Officer
Spire Global, Inc.
8000 Towers Crescent Drive
Suite 1100
Vienna, Virginia 22182

 Re: Spire Global, Inc.
 Registration Statement on Form S-1
 Filed April 28, 2025
 File No. 333-286800
Dear Theresa Condor:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Aliya Ishmukhamedova at 202-551-7519 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Griffin D. Foster
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

  CORRESP

  April 23, 2024

  VIA EDGAR TRANSMISSION

  Division of Corporate Finance

  United States Securities and Exchange Commission

  100 F Street, N.E.

  Washington, D.C. 20549-6010

    Re:

    Spire Global, Inc.

    Registration Statement on Form S-3 (Registration No. 333-277783)

    Request for Acceleration of Effective Date

  Ladies and gentlemen:

  In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Spire Global, Inc. (the “Company”) requests that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-3 (File No. 333-277783) to become effective on April 25, 2024 at 4:00 p.m., Eastern Time, or as soon as practicable thereafter, or at such later time as the Company or its counsel may request via telephone call to the staff. In making this acceleration request, the Company acknowledges that it is aware of its obligations under the Act.

  If you have any questions or require additional information, please contact Jonathan R. Zimmerman of Faegre Drinker Biddle & Reath LLP at (612) 766-8419. Thank you for your assistance and cooperation in this matter.

    Very truly yours,

    SPIRE GLOBAL, INC.

    By:

    /s/ Peter Platzer

    Name:

    Peter Platzer

    Title:

    Chief Executive Officer

    cc:

    Jonathan R. Zimmerman, Faegre Drinker Biddle & Reath LLP

United States securities and exchange commission logo
March 14, 2024
Peter Platzer
Chief Executive Officer
Spire Global, Inc.
8000 Towers Crescent Drive
Suite 1100
Vienna, Virginia 22182
Re:Spire Global, Inc.
Registration Statement on Form S-3
Filed March 8, 2024
File No. 333-277783
Dear Peter Platzer:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Lauren Pierce at 202-551-3887 or Matthew Derby at 202-551-3334 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
filename1.htm

CORRESP

 December 6, 2022

VIA EDGAR TRANSMISSION

 Division of Corporate
Finance

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549-6010

 Re:

Spire Global, Inc.

Registration Statement on Form S-4 (Registration No. 333- 268418)

Request for Acceleration of Effective Date

 Ladies and gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Spire Global, Inc. (the “Company”)
requests that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-4 (File No. 333-268418) to become
effective on December 7, 2022 at 4:00 p.m., Eastern Time, or as soon as practicable thereafter, or at such later time as the Company or its counsel may request via telephone call to the staff. In making this acceleration request, the
Company acknowledges that it is aware of its obligations under the Act.

 Very truly yours,

 SPIRE GLOBAL, INC.

By:

 /s/ Peter Platzer

Name:

Peter Platzer

Title:

Chief Executive Officer

cc:
 Jonathan Zimmerman, Esq., Faegre Drinker Biddle & Reath LLP

CORRESP
1
filename1.htm

CORRESP

 Spire Global, Inc.

8000 Towers Crescent Drive, Suite 1100

Vienna, Virginia 22182

September 22, 2022

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Edwin Kim

Re:
 Spire Global, Inc.

Registration Statement on Form S-3 (File
No. 333-267413)

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Spire Global, Inc. hereby requests that the effective date of the above-referenced Registration Statement on Form S-3 be accelerated so that it may become
effective at 4:30 p.m., Washington, D.C. time, on September 26, 2022, or as soon thereafter as practicable.

 We request that we be
notified of such effectiveness by telephone call to Pamela L. Marcogliese of Freshfields Bruckhaus Deringer US LLP at (212) 277-4016.

Very truly yours,

Spire Global, Inc.

By:

 /s/ Boyd Johnson

Boyd Johnson

Chief Legal Officer

cc:
 Peter Platzer, Spire Global, Inc.

Thomas Krywe, Spire Global, Inc.

Pamela L. Marcogliese, Freshfields Bruckhaus Deringer US LLP

Sarah K. Solum, Freshfields Bruckhaus Deringer US LLP

United States securities and exchange commission logo
September 20, 2022
Peter Platzer
Chief Executive Officer
Spire Global, Inc.
8000 Towers Crescent Drive
Suite 1100
Vienna, VA 22182
Re:Spire Global, Inc.
Registration Statement on Form S-3
Filed September 14, 2022
File No. 333-267413
Dear Mr. Platzer:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Jan Woo, Legal Branch
Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Pamela L. Marcogliese, Esq.

CORRESP
1
filename1.htm

CORRESP

 September 28, 2021

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

100 F Street, N.E.

 Washington, D.C. 20549

Attention:

Jan Woo

Alexandra Barone

Re:

Spire Global, Inc.

Registration Statement on Form S-1

File No. 333-259733

Acceleration Request

 Requested Date:

September 30, 2021

 Requested Time:

4:00 P.M. Eastern Time

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Spire Global, Inc. (the “Company”) hereby requests
that the above-referenced Registration Statement on Form S-l (File No. 333-259733) (the “Registration Statement”) be declared effective at the
“Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange
Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Andrew Hill at (650)
387-2202.

 * * * *

 Sincerely,

 SPIRE GLOBAL, INC.

 /s/ Peter Platzer

Peter Platzer

Chief Executive Officer

cc:
 Ananda Martin, Spire Global, Inc.

Ethan P. Lutske, Wilson Sonsini Goodrich & Rosati, P.C.

Richa Sharma, Wilson Sonsini Goodrich & Rosati, P.C.

United States securities and exchange commission logo
September 27, 2021
Peter Platzer
Chief Executive Officer
Spire Global, Inc.
8000 Towers Crescent Drive
Suite 1225
Vienna, VA 22182
Re:Spire Global, Inc.
Registration Statement on Form S-1
Filed September 23, 2021
File No. 333-259733
Dear Mr. Platzer:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Andy Hill

CORRESP
1
filename1.htm

CORRESP

 NAVSIGHT HOLDINGS, INC.

12020 Sunrise Valley Drive

Suite 100

 Reston,
Virginia 20191

 July 22, 2021

 VIA EMAIL AND
EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention:  Anna Abramson

RE:
 NavSight Holdings, Inc.

 Registration Statement on Form S-4

 File No. 333-256112

Dear Ms. Abramson:

 NavSight Holdings,
Inc. (the “Registrant”) hereby respectfully requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-4 to become effective on Thursday, July 22 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone
call to the staff of the Commission. The Registrant hereby authorizes William N. Haddad of Venable LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, we respectfully request that we be notified of such effectiveness by a telephone
call to William N. Haddad of Venable LLP, counsel to the Registrant, at (212) 503-9812 and that such effectiveness also be confirmed in writing.

[Signature Page Follows]

Very truly yours,

NAVSIGHT HOLDINGS, INC.

By:

/s/  Jack Pearlstein

Name:

Jack Pearlstein

Title:

Chief Financial Officer

cc:
 William N. Haddad, Venable LLP

 Andrew Hill, Wilson Sonsini Goodrich & Rosati, P.C.

[Company Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 NavSight Holdings, Inc.

12020 Sunrise Valley Drive, Suite 100

Reston, VA 20191

July 16, 2021

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Technology

 100 F Street, NE

Washington, D.C. 20549

 Attention: Dave Edgar, Christine Dietz,
Anna Abramson and Larry Spirgel

Re:
 NavSight Holdings, Inc.

Amendment No. 1 to Registration

Statement on Form S-4

Filed June 28, 2021

File No. 333-256112

Dear Mr. Edgar, Ms. Dietz, Ms. Abramson and Mr. Spirgel:

This letter sets forth responses of NavSight Holdings, Inc, (“NavSight” or the “Company”) to the comments of the staff of
the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in your letter, dated July 14, 2021, with respect to the above referenced Amendment No. 1 to Registration Statement on
Form S-4 (the “Registration Statement”).

 The text of the Staff’s comments has
been included in this letter for your convenience, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the numbered
comments immediately below each numbered comment.

 In addition, the Company has revised the Registration Statement in response to the
Staff’s comments and the Company is concurrently filing the revised Registration Statement with this letter. Page numbers in the text of the Company’s responses correspond to page numbers in the Registration Statement, as so amended.
Capitalized terms have the same meaning ascribed to them in the Registration Statement.

 Amendment No. 1 to Registration Statement
on Form S-4 filed June 28, 2021

 Questions and Answers

How will the Initial Stockholders vote?, page xii

1.
 Staff’s Comment: We note your response to prior comment 2. Please also disclose the
percentage required to approve the merger if only a quorum of NavSight shares are present.

 Response: The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has added further disclosure on page xii to address the Staff’s comment.

Is the consummation of the Business Combination subject to any conditions?, page xvii

2.
 Staff’s Comment: We note your response to prior comment 4. Please also disclose which
closing conditions can be waived.

 Response: The Company acknowledges the Staff’s comment and respectfully
advises the Staff that it has added further disclosure on page xvii to address the Staff’s comment.

 Unaudited Pro Forma Condensed Combined
Financial Information

 Note 3. Loss per Share, page 188

3.
 Staff’s Comment: You disclose under adjustment B that as part of the FP Term Loan, Spire
issued 573,176 shares of common stock. Please revise to reflect these shares in weighted average shares outstanding. We also note that the shares subject to closing on page 177 include these shares but are not included on page 178. Please advise.

 Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it
has revised the share number in footnote 2 on page 178 from 58,646,754 to 59,219,930 to reflect the inclusion of the FP Term Loan shares. The Company further advises the Staff that the 85,360,338 shares of New Spire Class A Common Stock issued
to Spire Stockholders, excluding Spire Founders, shown in the tables on page 178 reflect the inclusion of the FP Term Loan shares. The weighted average shares outstanding of 85,360,338 shares of New Spire Class A Common Stock on page 188
properly includes the FP Term Loan shares.

 Information about Spire

Our Customers, page 219

4.
 Staff’s Comment: We note your disclosure in response to prior comment 14. Please explain
whether the individual customers within the groups under common control may terminate their contracts individually while others in the group remain customers. If not, disclose the material terms of the group agreements, including term and
termination provisions.

 Response: The Company acknowledges the Staff’s comment and respectfully
advises the Staff that it has added disclosure on page 219 to make clear that the groups under common control consist of individual governmental institutions that have separate agreements, with different termination dates, which may cancel their
discrete contracts without impacting others in the group.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Key Business Metrics

 Annual Recurring
Revenue, page 229

5.
 Staff’s Comment: In the revised disclosures provided in response to prior comment 16, you
indicate that professional services agreements can range from components of your Space Services solution to a bespoke customer solution and are considered recurring when there is signed a multi-year binding agreement that is renewable. Please tell
us and revise to clarify the specific services included here. In this regard, we note your revenue recognition policy on page F-34 appears to indicate that Space Services are project-based and it is unclear
how these are recurring or renewable. Also, your reference to “professional services” here is confusing considering your response to prior comment 22 and the fact that your revenue policy does not refer to professional services being
provided.

 Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff
that it has clarified the use of the term “professional services” throughout the document by revising the terminology to more accurately describe the services as “project-based” or other similar terms. There are multi-year
contracts with various phases of project-based services on-going at different stages of completion. A customer may sign multiple contracts with Spire and could enter into new contracts for additional new services. The Company advises the Staff that
it has revised the disclosure on page 229 to explain that multi-year contracts are included in the definition of Annual Recurring Revenue and it has revised the disclosure on page F-35 to clarify that there could be subscription-based data
services in a Space Services solution.

 Unaudited Condensed Consolidated Financial Statements

Note 12. Subsequent Events, page F-22

6.
 Staff’s Comment: You disclose a legal proceeding on page 222 that was initiated after the
balance sheet date. Please tell us what consideration was given to disclosing the nature and the expected financial impact of this matter pursuant to ASC 855-10-50-2.

 Response: The Company acknowledges the
Staff’s comment and respectfully advises the Staff that while the Company has disclosed the potential litigation on page 222, in the Company’s judgment, the possibility of a material loss associated with the potential litigation is
not considered at least reasonably possible (as defined in ASC 450) and therefore disclosure of this item is not required to keep the financial statements from being misleading and was not disclosed as a subsequent event in the unaudited
condensed consolidated financial statements on page F-22.

 Audited Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

Revenue Recognition, page F-34

7.
 Staff’s Comment: We note your response to prior comment 26 as well as the disclosures on
page 229 regarding ARR and space services. It appears that there may be other services provided under Space Services that are recurring in nature and are different from the project-based revenues addressed in your policy. In this regard, we note the
disclosure on page 38 that customers “may not renew their Space Services contracts” and on page 217 where you refer to the “cloud-based automated operations system, which allows us and users of our Space Services solution to operate
sensors hosted on the LEMUR nanosatellite platform seamlessly through a web API.” Please tell us and revise to disclose each of the services provided in the Space Services solution and your revenue recognition policy for each type of service.

 Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it
has clarified the Company’s policy disclosure on page F-35 to address the Staff’s comment. The Company has added language to clarify that Space Services could have both project-based and
subscription-based services and to clarify the Company’s revenue recognition policy with respect to each type of service. Additionally, the Company has revised the disclosure on page 217 to clarify that its data subscription users have
access to the automated operations systems.

 * * * *

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact
William N. Haddad at (212) 503-9812.

Sincerely,

By:

/s/ Robert Coleman

 Name: Robert Coleman

 Title:
Chief Executive Officer

Cc:
 William N. Haddad, Venable LLP

Andrew T. Hill, Wilson Sonsini Goodrich & Rosati, P.C.

United States securities and exchange commission logo
July 14, 2021
Robert Coleman
Chief Executive Officer
NavSight Holdings, Inc.
12020 Sunrise Valley Drive
Suite 100
Reston, VA 20191
Re:NavSight Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed June 28, 2021
File No. 333-256112
Dear Mr. Coleman:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 14, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers
How will the Initial Stockholders vote?, page xii
1.We note your response to prior comment 2. Please also disclose the percentage required to
approve the merger if only a quorum of NavSight shares are present.
Is the consummation of the Business Combination subject to any conditions?, page xvii
2.We note your response to prior comment 4. Please also disclose which closing conditions
can be waived.

 FirstName LastNameRobert Coleman
 Comapany NameNavSight Holdings, Inc.
 July 14, 2021 Page 2
 FirstName LastNameRobert Coleman
NavSight Holdings, Inc.
July 14, 2021
Page 2
Unaudited Pro Forma Condensed Combined Financial Information
Note 3. Loss per Share, page 188
3.You disclose under adjustment B that as part of the FP Term Loan, Spire issued 573,176
shares of common stock.  Please revise to reflect these shares in weighted average shares
outstanding.  We also note that the shares subject to closing on page 177 include these
shares but are not included on page 178.  Please advise.
Information About Spire
Our Customers, page 219
4.We note your disclosure in response to prior comment 14. Please explain whether the
individual customers within the groups under common control may terminate their
contracts individually while others in the group remain customers. If not, disclose the
material terms of the group agreements, including term and termination provisions.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Business Metrics
Annual Recurring Revenue, page 229
5.In the revised disclosures provided in response to prior comment 16, you indicate that
professional services agreements can range from components of your Space Services
solution to a bespoke customer solution and are considered recurring when there is signed
a multi-year binding agreement that is renewable.  Please tell us and revise to clarify the
specific services included here.  In this regard, we note your revenue recognition policy on
page F-34 appears to indicate that Space Services are project-based and it is unclear how
these are recurring or renewable.  Also, your reference to "professional services" here is
confusing considering your response to prior comment 22 and the fact that your revenue
policy does not refer to professional services being provided.
Unaudited Condensed Consolidated Financial Statements
Note 12. Subsequent Events, page F-22
6.You disclose a legal proceeding on page 222 that was initiated after the balance sheet
date. Please tell us what consideration was given to disclosing the nature and the expected
financial impact of this matter pursuant to ASC 855-10-50-2.
Audited Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-34
7.We note your response to prior comment 26 as well as the disclosures on page 229
regarding ARR and space services.  It appears that there may be other services provided
under Space Services that are recurring in nature and are different from the project-based
revenues addressed in your policy.  In this regard, we note the disclosure on page 38 that

 FirstName LastNameRobert Coleman
 Comapany NameNavSight Holdings, Inc.
 July 14, 2021 Page 3
 FirstName LastName
Robert Coleman
NavSight Holdings, Inc.
July 14, 2021
Page 3
customers "may not renew their Space Services contracts" and on page 217 where you
refer to the "cloud-based automated operations system, which allows us and users of our
Space Services solution to operate sensors hosted on the LEMUR nanosatellite platform
seamlessly through a web API."  Please tell us and revise to disclose each of the services
provided in the Space Services solution and your revenue recognition policy for each type
of service.
            You may contact Dave Edgar, Senior Staff Accountant, at (202) 551-3459 or Christine
Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions regarding comments on
the financial statements and related matters.  Please contact Anna Abramson, Staff Attorney, at
(202) 551-4969 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William Haddad, Esq.

CORRESP
1
filename1.htm

CORRESP

 NavSight Holdings, Inc.

12020 Sunrise Valley Drive, Suite 100

Reston, VA 20191

 June 25,
2021

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

100 F Street, NE

 Washington, D.C. 20549

Attention: Dave Edgar, Christine Dietz, Edwin Kim and Larry Spirgel

Re:
 NavSight Holdings, Inc.

Registration Statement on Form S-4

Filed May 14, 2021

File No. 333-256112

Dear Mr. Edgar, Ms. Dietz, Mr. Kim and Mr. Spirgel:

This letter sets forth responses of NavSight Holdings, Inc, (“NavSight” or the “Company”) to the comments of the staff of
the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission set forth in your letter, dated June 14, 2021, with respect to the above referenced Registration Statement on Form S-4 (the “Registration Statement”).

 The text of the Staff’s comments has been
included in this letter for your convenience, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the numbered
comments immediately below each numbered comment.

 In addition, the Company has revised the Registration Statement in response to the
Staff’s comments and the Company is concurrently filing the revised Registration Statement with this letter. Page numbers in the text of the Company’s responses correspond to page numbers in the Registration Statement, as so amended.
Capitalized terms have the same meaning ascribed to them in the Registration Statement.

 Registration Statement on Form
S-4 filed May 14, 2021

 Questions and Answers

What will Spire Stockholders receive in return for NavSight’s acquisition of all of the issued and outstanding equity interests?, page vii

1.
 Staff’s Comment: Please clarify the maximum amount of shares that may be issued pursuant to
the Earn Out Consideration provision. Please also provide an illustrative example of how many shares may be issued under differing assumed scenarios.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has added further
disclosure on pages xi and 4 to address the Staff’s comment.

 How will the Initial Stockholders vote?, page ix

2.
 Staff’s Comment: In light of the fact that the SPAC Sponsor has agreed to vote its shares of
common stock to approve the merger and related proposals, please disclose the percentage of non-affiliated public shares that would need approve the merger by majority vote assuming all Navsight outstanding
shares are voted and if only a quorum of Navsight shares are present.

 Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it has added further disclosure on page xii to address the Staff’s comment.

 What
equity stake will the current stockholders of NavSight, the PIPE Investors, ..., page xii

3.
 Staff’s Comment: Please clarify the maximum number of shares that may be issued under the FP
Credit Agreement and file this agreement as an exhibit pursuant to Item 601(b)(10) of Regulation S-K.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company issued 573,176
shares of Spire Common Stock to certain affiliates of FP Credit Partners, L.P., pursuant to the FP Credit Agreement in connection with the closing of the transactions contemplated thereunder. This is the maximum number of shares that may be issued
thereunder because FP did not deliver a conversion notice as of the date of funding. Additionally, the Company respectfully advises the Staff that it is concurrently filing the FP Credit Agreement as an exhibit to the Registration Statement.

Is the consummation of the Business Combination subject to any conditions?, page xiii

4.
 Staff’s Comment: Please briefly describe the material conditions of the merger and which may
be waived by the parties. For example, describe the minimum cash that is required to be provided at the close of the business combination and the maximum amount of redemptions that may be permitted to meet the minimum cash requirement.

 Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has
revised and added further disclosure on page xvii to address the Staff’s comment.

 Summary of the Proxy Statement/Prospectus/Information Statement

 The Parties to the Business Combination, page 1

5.
 Staff’s Comment: Please add a section to describe your SPAC Sponsor as a party to the
business combination and clarify its affiliation with the SPAC management. Further, please clarify if any PIPE investor is expected to be a principal stockholder after the business combination and provide more details of the related party
relationship of the PIPE investor that is described as being an affiliate of the SPAC Sponsor.

 Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has added further disclosure on pages 2, 8, 95, 114, and 272 address the Staff’s comment.

6.
 Staff’s Comment: Please also describe the Spire Founders and their continuing interests and
relationship with New Spire after the business combination.

 Response: The Company acknowledges the
Staff’s comment and respectfully advises the Staff that it has added further disclosure on pages 2, 14, 94, and 133 to address the Staff’s comment.

The Business Combination Agreement, page 2

7.
 Staff’s Comment: Please clarify that the public New Spire warrants will continue to contain
a redemption provision that will allow you to redeem them for as low as $0.01 per warrant if the share price is above $18, and $0.10 warrant if the share price is between $10 and $18 per share.

 Response: The Company acknowledges the Staff’s comment and respectfully
advises the Staff that it has added further disclosure on page 11 to address the Staff’s comment.

 Projected Financial Information, page 116

8.
 Staff’s Comment: Please provide more quantitative detail as to your assumptions that are
listed in the bullet-pointed items on pages 116 and 117. We note that your revenue growth and other financial projections will significantly grow through 2025 and do not appear to be based on historical performance.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has added further
disclosure on page 129 to address the Staff’s comment.

9.
 Staff’s Comment: While you disclose the financial projections for Spire through 2025, please
clarify how Navsight’s board used this information in terms of evaluating the valuation of Spire or determining the fairness of the transaction. Please describe the valuation methods used by Navsight’s board and providing sufficient detail
by describing other companies or transactions used in any comparative analysis. We note on page 112, you reference that a $1.1 billion valuation was believed by the board to be a discount to “public company comparables.”

 Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has
revised and added further disclosure on pages 125, 126, 127, and 128 to address the Staff’s comment.

 Certain U.S. Federal Income Tax
Considerations, page 149

10.
 Staff’s Comment: We note that the parties “intend” for the business combination to
be a reorganization within the meaning of Section 368(a) of the Tax Code. However, the disclosure does not indicate whether the parties expect the business combination to be tax-free (with respect to the
receipt of stock) to U.S. holders. Revise to make clear whether the parties expect the business combination to be tax-free to U.S. holders. If you are unable to conclude that the business combination is likely
to be tax-free, revise your disclosure relating to the material tax consequences of the business combination for U.S. holders of Spire capital stock to focus on the uncertainty and the consequences of the
business combination being taxable to U.S. holders. If you are able to conclude that the business combination is likely to be tax-free to U.S. holders, include a tax opinion supporting such a conclusion. For
further guidance see Staff Legal Bulletin No. 19 (October 14, 2011) and Item 601(b)(8) of Regulation S-K.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised and added
further disclosure on pages 168 and 169 to address the Staff’s comment.

 Notes to Unaudited Pro Forma Condensed Combined Financial Information

 Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 169

11.
 Staff’s Comment: We note that adjustment (D) reflects the gross proceeds for the sale
of shares pursuant to the PIPE Investment; however the disclosure on page 159 indicates that there are $7,000 equity issuance costs. Revise to present the adjustment net of equity issuance costs.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosure
on page 186 to address the Staff’s comment.

 Information About Spire, page 189

12.
 Staff’s Comment: We note that Spire’s management believes its total addressable market
(“TAM”) is approximately $66 billion for 2021, based upon an analysis by a consulting firm. You also provide TAM for each of Spire’s target markets of aviation, maritime, orbital services, and weather; ranging from $4

billion to $33 billion in 2021 and up to $300 billion for weather in 2025. Please identify this consulting firm and its reports relied upon by management and clarify if the reports were
commissioned on your behalf. Further, please clarify how much of each target market TAM represents revenue in solutions categories where you currently offer products and services.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosure on
pages 121, 208, 212, 213, and 214 to indicate the size of the Company’s total addressable market are management’s estimates based on a bottom-up analysis of the data and analytics markets for
maritime, aviation, weather, and space services. The Company estimated the size of its addressable markets for its products by first identifying use cases for its products within the maritime, aviation, weather, and space services markets The
Company then estimated the size of each such use case using government and market data, and supplemented and corroborated such data by interviewing industry experts. For each market, the Company then added up the estimated size of the identified use
cases to calculate that market’s addressable market. The Company respectfully advises the Staff that it did not commission the preparation of the government and market data used.

Additionally, the Company respectfully advises the Staff that it has revised the disclosure on pages 208 and 212 to make clear that the
estimate of the long-term opportunity of data and analytics for the weather market is the Company’s estimate based on data in a report from Jeffrey K. Lazo., et al. “U.S. Economic Sensitivity to Weather Variability.” Bulletin of the
American Meteorological Society, vol. 92, no. 6, 2011.

 The Company respectfully advises the Staff that because the use cases that were
used to estimate the TAM were based on the Company’s existing data and analytics products and services, it believes it 100% of each target market TAM represents revenue that can be addressed by products and services the Company currently
offers.

13.
 Staff’s Comment: In light of your disclosure of the TAM for each of your target markets,
please disclose your revenues for each of the target market categories of aviation, maritime, orbital services, and weather.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it does not believe it can
accurately provide the Company’s revenue for each of the target market categories without undue effort and expense and that such revenue splits would be subject to management estimates and judgements. The Company respectfully advises the Staff
that while it focuses on the target markets for its sales and go-to-market strategy, it does not track its revenue by these markets because management does not assess
and review performance of these markets in managing and operating the Company’s business. Instead, it focuses on revenue by customer, which allows it to cross-sell and up-sell its products to existing
customers. Because the Company does not focus on or track the target market of existing customer revenue, it would need to create manual processes and utilize management’s estimates and judgements to break out revenue by target market. The
Company respectfully advises the Staff that it believes such information could be misleading, and possibly harmful, to investors, because such manual processes would be error-prone and judgements would be subjective.

14.
 Staff’s Comment: For 2020, it appears Spire has three customers that each generated 17% or
more of your total revenues. Please clarify if you have any agreements with these customers that you are substantially dependent upon pursuant to Item 601(b)(10) of Regulation S-K. Please consider adding a
description of your largest customers and your agreements with them.

 Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that it has revised and added further disclosure on page 219 to include the name and a description of its largest customers. The Company has also added disclosure to pages F-9 and F-32 to make clear that the percentages attributed to the Company’s largest customers are a grouping of individual customers under common control, as required by
U.S. GAAP, and that the Company has a variety of contracts with each group of customers under common control. The Company does not believe that any of these individual contracts are material contracts as contemplated under Item 601 of Regulation S-K. Moreover, the Company respectfully advises the Staff that the Company’s business is not substantially dependent on any one of these contracts as described in Item 601(b)(10) of Regulation S-K.

 Spire’s Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 205

15.
 Staff’s Comment: You reference that your LEMUR constellation is fully deployed and
operational. Please clarify the estimated life span of the LEMUR constellation. Further, we note that your net losses exceeds your revenues. Please provide a brief discussion as how the completion of the LEMUR constellation and being fully
operational will affect your profitability and larger expense categories such as Research and Development and General and Administrative.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has added further
disclosure on page 231 to address the Staff’s comment. Additionally, the Company respectfully advises the Staff that since the majority of the costs of the LEMUR satellites flow through the Company’s cost of goods sold as such satellites
are depreciated over their useful life, the Company does not expect any material impacts to its research and development or general administrative expenses from the replenishment of the LEMUR constellation.

Key Business Metrics

 Annual Recurring Revenue, page
208

16.
 Staff’s Comment: We note that ARR includes recurring multi-year professional services
agreements. Please describe the nature of the recurring professional services included and how you determined that they are “recurring.” Also, explain the disproportionate increase in ARR as compared to revenue.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosure
on page 229 to address the Staff’s comment regarding professional services. With regard t

United States securities and exchange commission logo
June 14, 2021
Robert Coleman
Chief Executive Officer
NavSight Holdings, Inc.
12020 Sunrise Valley Drive
Suite 100
Reston, VA 20191
Re:NavSight Holdings, Inc.
Registration Statement on Form S-4
Filed May 14, 2021
File No. 333-256112
Dear Mr. Coleman:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed May 14, 2021
Questions and Answers
What will Spire Stockholders receive in return for NavSight's acquisition of all of the issued and
outstanding equity interests?, page vii
1.Please clarify the maximum amount of shares that may be issued pursuant to the Earn Out
Consideration provision.  Please also provide an illustrative example of how many shares
may be issued under differing assumed scenarios.
How will the Initial Stockholders vote?, page ix
2.In light of the fact that the SPAC Sponsor has agreed to vote its shares of common stock
to approve the merger and related proposals, please disclose the percentage of non-

 FirstName LastNameRobert Coleman
 Comapany NameNavSight Holdings, Inc.
 June 14, 2021 Page 2
 FirstName LastNameRobert Coleman
NavSight Holdings, Inc.
June 14, 2021
Page 2
affiliated public shares that would need approve the merger by majority vote assuming all
Navsight outstanding shares are voted and if only a quorum of Navsight shares are
present.
What equity stake will the current stockholders of NavSight, the PIPE Investors, ..., page xii
3.Please clarify the maximum number of shares that may be issued under the FP Credit
Agreement and file this agreement as an exhibit pursuant to Item 601(b)(10) of Regulation
S-K.
Is the consummation of the Business Combination subject to any conditions?, page xiii
4.Please briefly describe the material conditions of the merger and which may be waived by
the parties.  For example, describe the minimum cash that is required to be provided at the
close of the business combination and the maximum amount of redemptions that may be
permitted to meet the minimum cash requirement.
Summary of the Proxy Statement/Prospectus/Information Statement
The Parties to the Business Combination, page 1
5.Please add a section to describe your SPAC Sponsor as a party to the business
combination and clarify its affiliation with the SPAC management.  Further, please clarify
if any PIPE investor is expected to be a principal stockholder after the business
combination and provide more details of the related party relationship of the PIPE investor
that is described as being an affiliate of the SPAC Sponsor.
6.Please also describe the Spire Founders and their continuing interests and relationship
with New Spire after the business combination.
The Business Combination Agreement, page 2
7.Please clarify that the public New Spire warrants will continue to contain a redemption
provision that will allow you to redeem them for as low as $0.01 per warrant if the share
price is above $18, and $0.10 warrant if the share price is between $10 and $18 per share.
Projected Financial Information, page 116
8.Please provide more quantitative detail as to your assumptions that are listed in the bullet-
pointed items on pages 116 and 117.  We note that your revenue growth and other
financial projections will significantly grow through 2025 and do not appear to be based
on historical performance.
9.While you disclose the financial projections for Spire through 2025, please clarify how
Navsight’s board used this information in terms of evaluating the valuation of Spire or
determining the fairness of the transaction.  Please describe the valuation methods used by
Navsight’s board and providing sufficient detail by describing other companies or
transactions used in any comparative analysis.  We note on page 112, you reference that a

 FirstName LastNameRobert Coleman
 Comapany NameNavSight Holdings, Inc.
 June 14, 2021 Page 3
 FirstName LastNameRobert Coleman
NavSight Holdings, Inc.
June 14, 2021
Page 3
$1.1 billion valuation was believed by the board to be a discount to “public company
comparables.”
Certain U.S. Federal Income Tax Considerations, page 149
10.We note that the parties "intend" for the business combination to be a reorganization
within the meaning of Section 368(a) of the Tax Code.  However, the disclosure does not
indicate whether the parties expect the business combination to be tax-free (with respect to
the receipt of stock) to U.S. holders.  Revise to make clear whether the parties expect the
business combination to be tax-free to U.S. holders.  If you are unable to conclude that the
business combination is likely to be tax-free, revise your disclosure relating to the material
tax consequences of the business combination for U.S. holders of Spire capital stock to
focus on the uncertainty and the consequences of the business combination being taxable
to U.S. holders.  If you are able to conclude that the business combination is likely to be
tax-free to U.S. holders, include a tax opinion supporting such a conclusion.  For further
guidance see Staff Legal Bulletin No. 19 (October 14, 2011) and Item 601(b)(8) of
Regulation S-K
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet, page 169
11.We note that adjustment (D) reflects the gross proceeds for the sale of shares pursuant to
the PIPE Investment; however the disclosure on page 159 indicates that there are $7,000
equity issuance costs.  Revise to present the adjustment net of equity issuance costs.
Information About Spire, page 189
12.We note that Spire’s management believes its total addressable market (“TAM”) is
approximately $66 billion for 2021, based upon an analysis by a consulting firm.   You
also provide TAM for each of Spire’s target markets of aviation, maritime, orbital
services, and weather; ranging from $4 billion to $33 billion in 2021 and up to $300
billion for weather in 2025.  Please identify this consulting firm and its reports relied upon
by management and clarify if the reports were commissioned on your behalf.  Further,
please clarify how much of each target market TAM represents revenue in solutions
categories where you currently offer products and services.
13.In light of your disclosure of the TAM for each of your target markets, please disclose
your revenues for each of the target market categories of aviation, maritime, orbital
services, and weather.
14.For 2020, it appears Spire has three customers that each generated 17% or more of your
total revenues.  Please clarify if you have any agreements with these customers that you
are substantially dependent upon pursuant to Item 601(b)(10) of Regulation S-K.  Please
consider adding a description of your largest customers and your agreements with them.

 FirstName LastNameRobert Coleman
 Comapany NameNavSight Holdings, Inc.
 June 14, 2021 Page 4
 FirstName LastName
Robert Coleman
NavSight Holdings, Inc.
June 14, 2021
Page 4
Spire's Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 205
15.You reference that your LEMUR constellation is fully deployed and operational.  Please
clarify the estimated life span of the LEMUR constellation.  Further, we note that your net
losses exceeds your revenues.  Please provide a brief discussion as how the completion of
the LEMUR constellation and being fully operational will affect your profitability and
larger expense categories such as Research and Development and General and
Administrative.
Key Business Metrics
Annual Recurring Revenue, page 208
16.We note that ARR includes recurring multi-year professional services agreements.  Please
describe the nature of the recurring professional services included and how you
determined that they are "recurring."  Also, explain the disproportionate increase in ARR
as compared to revenue.
Results of Operations
Revenue, page 212
17.You disclose that the increase in 2020 revenue was driven by both new and existing
customers.  Please revise to quantify the portion of revenue growth attributable to new
versus existing customers.  We also note that your discussion of revenue focuses on ARR
rather than the changes in the types of services provided.  Please revise to discuss the
fluctuations in subscription services versus professional and other services.  Refer to Item
303(a)(3) of Regulation S-K and Section III.D of SEC No. Release No. 33-6835.
Beneficial Ownership of Securities, page 237
18.Please provide the beneficial ownership of Spire prior to the business combination,
including shares underlying the convertible notes that will be automatically converted
upon the close of the business combination.
19.Please disclose the natural person(s) that hold voting and/or investment power over the
shares beneficially owned by affiliates of RRE.
20.We note that on page ii you reference that Spire has four “Founders,” which will have the
ability purchase New Spire Class B common stock, each having nine votes per share.
Please clarify whether only the Founders will hold New Spire Class B common stock at
the close of the Business Combination.  If so, please clarify why they are not included in
the principal stockholder table, given that only 69.9% of the ownership of the New Spire
Class B common stock are included in the table.

 FirstName LastNameRobert Coleman
 Comapany NameNavSight Holdings, Inc.
 June 14, 2021 Page 5
 FirstName LastName
Robert Coleman
NavSight Holdings, Inc.
June 14, 2021
Page 5
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Concentration of Credit Risk, page F-10
21.Please confirm that the percentages reported here relate to individual governments, such
as the U.S. government in its entirety and if not, revise your disclosures as necessary.
Refer to ASC 280-10-50-42.
Revenue Recognition , page F-13
22.We note that you provide professional services and one-time transactions.  Please explain
to us the types of professional services that you provide and the nature of the one-time
transactions.  Also, revise to disclose how you recognize revenue for professional services
and one-time services.  Refer to ASC 606-10-50-12.
23.You disclose that in most cases, your contracts are accounted for as a single performance
obligation due to the integrated nature of your precise space-based data.  Please explain
the nature of the integrated service in further detail and tell us which services you have
combined into a single performance obligation.  As part of your response, tell us how you
considered the guidance in ASC 606-10-25-21 when determining that there is a single
performance obligation.
24.You disclose that you when you identify more than one performance obligation in an
arrangement, you generally allocate using estimated cost plus a reasonable margin.  Please
tell us the extent to which you sell any of your services separately and therefore rely on
observable prices in determining standalone selling prices.  Refer to ASC 606-10-32-32.
25.You disclose on page 25 that the timing of completion of milestones may impact or delay
the recognition of revenue from milestone-based projects.  Revise to disclose for which
services you use this output measure in determining progress toward completion.  Refer to
ASC 606-10-50-18.
26.You disclose that for orbital services "control of the data typically is transferred at the
time the customer gains access to the benefit of the service" and therefore revenue is
recognized upon receipt of notice of customer acceptance.  Please clarify for us what
"orbital services" you are referring and how you concluded that point in time revenue
recognition was appropriate.  In this regard, we note disclosures on page 192 which
appear to indicate that orbital services are a cloud based solution with access to space data
which is more akin to a service provided over time.  As part of your response, refer to the
authoritative guidance that supports your accounting.
Note 3. Revenue, Contract Assets, Contract Liabilities and Remaining Performance Obligations
Disaggregation of Revenue, page F-19
27.Revise to separately disclose revenues from the United States, your country of domicile.
Refer to ASC 280-10-50-41.

 FirstName LastNameRobert Coleman
 Comapany NameNavSight Holdings, Inc.
 June 14, 2021 Page 6
 FirstName LastName
Robert Coleman
NavSight Holdings, Inc.
June 14, 2021
Page 6
28.We note your disclosure that revenue from subscription-based contracts was
approximately 27% of revenue.  Please tell us and revise to disclose the amount of
revenue derived from each type of service you provide so investors can better understand
the nature and significance of your revenue streams.  In this regard, revise to quantify the
revenue generated from professional services, one-time transactions and any other
significant revenue streams.
Note 8. Convertible Notes, page F-23
29.Please revise to disclose the conversion rate and the number of shares into which the notes
are convertible.  Refer to ASC 470-20-50-1B.
Note 16. Subsequent Events, page F-33
30.Revise to disclose whether May 13th is the date the financial statements were issued or
the date the financial statements were available to be issued.  Refer to ASC 855-10-50-
1b.
General
31.Please clarify whether all of the Spire Capital Stock Holders that will be providing
consents to approve the Business Combination Agreement involve only executive officers,
directors, affiliates, founders and their family members, and holders of 5% or more of the
voting equity securities of Spire.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Dave Edgar, Senior Staff Accountant, at (202) 551-3459 or Christine
Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions regarding comments on
the financial statements and related matters.  Please contact Edwin Kim, Staff Attorney, at (202)
551-3297 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       William Haddad, Esq.

CORRESP
1
filename1.htm

CORRESP

 September 4, 2020

VIA EDGAR

 Ronald Alper

Special Counsel

 Office of Real Estate & Construction

 Division of Corporation Finance

 U.S. Securities and
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attn:

 Ronald Alper

Special Counsel

Office of Real Estate & Construction

 Re:

 NavSight Holdings, Inc.

Registration Statement on Form S-1

Filed July 24, 2020, as amended

File No. 333-240100

 Dear Mr. Alper:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of NavSight Holdings, Inc. that the effective date of the above-referenced Registration
Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on September 9, 2020, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, approximately 1,000 copies of the
preliminary prospectus dated August 5, 2020 are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under
the Securities Exchange Act of 1934, as amended.

 [Signature page follows]

 Very truly yours,

 CREDIT SUISSE SECURITIES (USA) LLC

 By:

 /s/ Macon Thompson

 Name:

 Macon Thompson

 Title:

 Director

 [Signature Page to Underwriter’s Acceleration Request Letter]

CORRESP
1
filename1.htm

CORRESP

 NAVSIGHT HOLDINGS, INC.

12020 Sunrise Valley Drive

Suite 100

 Reston,
Virginia 20191

 September 4, 2020

 VIA EMAIL AND
EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Ron Alper

RE:

NavSight Holdings, Inc.

Registration Statement on Form S-1

File No. 333-240100

 Dear Mr. Alper:

NavSight Holdings, Inc. (the “Registrant”) hereby respectfully requests that the U.S. Securities and Exchange Commission (the
“Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on Wednesday, September 9, 2020, at 4:00 p.m., Eastern Time, or as
soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes William N. Haddad of Venable LLP, counsel to the Registrant, to make
such request on its behalf.

 Once the Registration Statement has been declared effective, we respectfully request that we be notified of
such effectiveness by a telephone call to William N. Haddad of Venable LLP, counsel to the Registrant, at (212) 503-9812 and that such effectiveness also be confirmed in writing.

[Signature Page Follows]

 Very truly yours,

 NAVSIGHT HOLDINGS, INC.

 By:

 /s/ Jack Pearlstein

 Name:

 Jack Pearlstein

 Title:

 Chief Financial Officer

cc:

William N. Haddad, Venable LLP

Harald Halbhuber, Shearman & Sterling LLP

 [Company Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 NavSight Holdings, Inc.

5746 Union Mill Road

 Clifton, VA
20124

 July 24, 2020

 U. S. Securities
and Exchange Commission

 Division of Corporate Finance

 100 F
Street, N.E.

 Washington D.C., 20549

 Attention: Ron Alper

 Erin Martin

 Howard Efron

 Jennifer Monick

Re:
 NavSight Holdings, Inc.

Draft Registration Statement on Form S-1

Submitted June 26, 2020

CIK 0001816017

 Dear Mr. Alper and
Ms. Martin:

 On behalf of NavSight Holdings, Inc., a Delaware corporation (the “Company”), we submit this letter in response to comments
received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter on July 22, 2020 (the “Comment Letter”) with respect to the Company’s above referenced Form.

For the convenience of the Staff, the numbering of the paragraphs below corresponds to the numbering of the comments in the Comment Letter, the text of which
we have incorporated into this response letter for convenience in italicized type and which is followed by the Company’s response. In the responses below, page number references are to the Registration Statement.

Draft Registration Statement on Form S-1

The Offering, page 11

1.
 We note disclosure in your Risk Factor section indicates that there may be instances wherein public
stockholders may receive less than $10.00 per share upon redemption. Please revise your disclosure on page 27 to clarify that there is no guarantee that investors may receive $10.00 per share upon redemption. Please also make corresponding revisions
throughout your prospectus, such as in the Redemption Rights for Public Stockholders upon Completion of our Initial Business Combination section on page 108.

 In response to the Staff’s comment, the Company has revised the disclosure on page 27,
page 108 and throughout the prospectus.

 Report of Independent Registered Public Accounting Firm, page F-2

2.
 We note the first sentence in the audit report refers to the balance sheet as of May 29, 2020. We
further note that your balance sheet is as of June 16, 2020. Please have your auditor revise its report to reference the correct date of the balance sheet.

In response to the Staff’s comment, we have included the revised audit report from our auditor.

Signatures, page II-8

3.
 Please identify the principal accounting officer or controller. See Instruction 1 to Signatures on Form S-1.

 In response to the Staff’s comment, the Company has revised the
disclosure on page II-8.

 Should you have any further questions or comments regarding the captioned filings and/or
this letter, please direct them to William N. Haddad, Esq. of Venable LLP, counsel to the Company, at (212) 503-9812.

Very truly yours,

 /s/ Jack Pearlstein

 Jack Pearlstein

 Chief Financial
Officer

 cc: William N. Haddad, Esq., Venable LLP

United States securities and exchange commission logo
July 22, 2020
Robert Coleman
Chief Executive Officer
NavSight Holdings, Inc.
5746 Union Mill Road
Clifton, Virginia 20124
Re:NavSight Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted June 26, 2020
CIK 0001816017
Dear Mr. Coleman:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
The Offering, page 11
1.We note disclosure in your Risk Factor section indicates that there may be instances
wherein public stockholders may receive less than $10.00 per share upon redemption.
Please revise your disclosure on page 27 to clarify that there is no guarantee that investors
may receive $10.00 per share upon redemption.  Please also make corresponding revisions
throughout your prospectus, such as in the Redemption Rights for Public Stockholders
upon Completion of our Initial Business Combination section on page 108.

 FirstName LastNameRobert Coleman
 Comapany NameNavSight Holdings, Inc.
 July 22, 2020 Page 2
 FirstName LastName
Robert Coleman
NavSight Holdings, Inc.
July 22, 2020
Page 2
Report of Independent Registered Public Accounting Firm, page F-2
2.We note the first sentence in the audit report refers to the balance sheet as of May 29,
2020.  We further note that your balance sheet is as of June 16, 2020.  Please have your
auditor revise its report to reference the correct date of the balance sheet.
Signatures, page II-8
3.Please identify the principal accounting officer or controller.  See Instruction 1 to
Signatures on Form S-1.
            You may contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ronald (Ron) Alper at 202-551-3329 or Erin E. Martin at 202-551-3391 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       William N. Haddad