Satellogic Inc.

EXPLANATORY NOTE

On March 26, 2025, we changed our jurisdiction of incorporation, domesticating as a corporation incorporated under the laws of the State of Delaware and discontinuing as a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Domestication”). As a result of the Domestication, each of our issued and outstanding Class A ordinary shares (“BVI Class A Ordinary Shares”) and Class B ordinary shares (“BVI Class B Ordinary Shares,” and together with the BVI Class A Ordinary Shares, our “BVI Ordinary Shares”) and warrants to purchase Class A ordinary shares (“BVI Warrants”) automatically converted by operation of law, on a one-for-one basis, into shares of Class A common stock, shares of Class B common stock and warrants to purchase Class A common stock, respectively. Accordingly, all references to our BVI Ordinary Shares and BVI Warrants in prior filings have been retroactively renamed as “common stock” and “warrants” in this Annual Report on Form 10-K.

DEFINED TERMS

Unless defined elsewhere in this Annual Report on Form 10-K (this “Report”), the following terms shall be defined as follows:

“$8.63 Warrants” means warrants to purchase Class A common stock at an exercise price of $8.63 per share which warrants, when issued, had an exercise price of $11.50 which was reduced pursuant to the terms of the warrants consisting, as of the issuance date, of (a) 8,333,333 Public Warrants, (b) 333,333 warrants issued to Sponsor in exchange for CF V warrants purchased by Sponsor pursuant to the Forward Purchase Contract and (c) 200,000 warrants issued to Sponsor in exchange for warrants purchased by Sponsor in a private placement in connection with the Merger transaction.

“Board” means the board of directors of Satellogic Inc.

“Borrower” means Nettar Group Inc., a subsidiary of the Company.

“BVI” means the British Virgin Islands.

“BVI Act” means the BVI Business Companies Act, (As Revised).

“Cantor” means Cantor Fitzgerald L.P., a Delaware limited partnership and an affiliate of the Sponsor, CF&Co. and, prior to the consummation of the Merger, CF V.

“CF V” means CF Acquisition Corp. V, a Delaware corporation, now known as “Satellogic V Inc.”

“CF&Co.” means Cantor Fitzgerald & Co., a New York general partnership and an affiliate of the Sponsor.

“CF Securities” means Cantor Fitzgerald Securities, a New York general partnership and an affiliate of the Sponsor.

“Class A common stock” means Class A common stock , par value $0.0001 per share.

“Class B common stock” means Class B common stock , par value $0.0001 per share.

“Closing” means the closing of the Merger.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means Satellogic Inc.

“Columbia Loan” means the Loan and Security Agreement, dated March 8, 2021, by and between Columbia River Investment Limited, a BVI company, and us.

“Columbia Warrant” means the warrant issued to Columbia River Investment Limited pursuant to the Columbia Loan.

“Common stock” means our Class A common stock and our Class B common stock.

“EO” means earth observation.

“EO services” means geospatial intelligence, imagery and related data analytic products and services.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Forward Purchase Contract” means that certain amendment and restatement of the forward purchase contract, dated January 28, 2021, by and between CF V and the Sponsor pursuant to which the Sponsor agreed to purchase, and we agreed to issue and sell to the Sponsor, 1,250,000 Class A common stock (subject to adjustment) and 333,333 warrants.

“GEO” means geostationary earth orbit satellites.

“Holder Representative” means Acquiom Agency Services LLC.

“IRS” means the U.S. Internal Revenue Service.

“LEO” means low earth orbit satellites.

“Liberty Letter Agreement” means the Amended and Restated Letter Agreement, dated as of February 10, 2022 by and among Satellogic Inc., Liberty Strategic Capital (SATL) Holdings, LLC and CFAC Holdings V, LLC (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form F-1 filed on February 14, 2022 (file no. 333-262699) and referenced as Exhibit 10.13 to this Report).

“MEO” means medium earth orbit satellites.

“Merger” means the Transactions consummated pursuant to the Merger Agreement.

“Nasdaq” means The Nasdaq Capital Market.

“NOAA” means the U.S. National Oceanic and Atmospheric Administration.

“Note Purchase Agreement” means that certain Note Purchase Agreement, dated April 12, 2024, by and among the Company, the Borrower, the Holder Representative, and the Purchaser signatory thereto.

“Common stock” means our Class A common stock and our Class B common stock.

“PIPE Investment” means the sale of Class A common stock pursuant to PIPE Subscription Agreements in a private placement that occurred concurrently with the Closing.

“PIPE Investors” means investors that subscribed for Class A common stock in the PIPE Investment.

“PIPE Subscription Agreements” mean the Subscription Agreements, dated as of July 5, 2021, by and among CF V, the Company and the PIPE Investors.

“PIPE Warrant Agreement” means that certain Assignment, Assumption and Amendment Agreement, dated January 25, 2022, by and among the Company, CF V and Continental Stock Transfer & Trust Company governing the PIPE Warrant, which amended the Public Warrant Agreement.

“PIPE Warrant” means the warrants to acquire 2,500,000 shares of Class A common stock at a purchase price of $20.00 per share.

“Promissory Note Waiver Letter” means that certain Waiver Letter, dated January 18, 2022, by and between the Company and CF Securities.

“Public Warrant Agreement” means that certain Warrant Agreement, dated January 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company governing the $8.63 Warrants.

“Public Warrants” means warrants to purchase our Class A common stock that are listed to trade publicly on Nasdaq.

“Purchaser” means Tether Investments Limited.

“R&D” means research and development.

“SEC” means the United States Securities and Exchange Commission.

“Secured Convertible Notes” means the $30 million in aggregate principal amount of floating rate secured convertible promissory notes issued pursuant to the Note Purchase Agreement.

“Securities Act” means the United States Securities Act of 1933, as amended.

“SOFR” means the Secured Overnight Financing Rate.

“SpaceX” means SpaceX Exploration Technologies Corp.

“SpaceX Agreement” means that certain Multi-Launch Agreement, dated April 5, 2022, by and between the Company and SpaceX, as the same may be amended, supplemented or otherwise modified from time to time.

“Sponsor” means CFAC Holdings V, LLC, a Delaware limited liability company.

“Transactions” means the transactions contemplated by the Merger Agreement or any of the ancillary agreements related thereto.

“U.S. dollar,” “$” or “USD” each refers to the United States Dollar.

“U.S. GAAP” means accounting principles generally accepted in the United States of America.

“Warrants” means, jointly, the Columbia Warrants, the PIPE Warrants, the Liberty Warrants, the Liberty Advisory Fee Warrant, and the $8.63 Warrants.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report contains “forward-looking statements” within the meaning of the U.S. federal securities laws. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us and include statements concerning, among other things, our plans, strategies and prospects, both business and financial. Although we believe our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot give any assurance that we either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements.

Many actual events and circumstances are beyond the control of the Company. Many factors could cause actual future results to differ materially from the forward-looking statements in this Report, including but not limited to:

•our ability to generate revenue as expected;

•our ability to effectively market and sell our EO services and to convert our pipeline of potential contracts into actual revenues;

•risks related to the Secured Convertible Notes;

•the potential loss of one or more of our largest customers;

•the considerable time and expense related to our sales efforts and the length and unpredictability of our sales cycle;

•risks and uncertainties associated with defense-related contracts;

•risks related to our pricing structure;

•our ability to scale production of our satellites as planned;

•unforeseen risks, challenges and uncertainties related to our expansion into new business lines;

•our dependence on third parties, including SpaceX, to transport and launch our satellites into space;

•our reliance on third party vendors and manufacturers to build and provide certain satellite components, products, or services, and the inability of these vendors and manufacturers to meet our needs;

•our dependence on ground station and cloud-based computing infrastructure operated by third parties for value added services, and any errors, disruption, cybersecurity incidents, performance problems, or failure in their or our operational infrastructure;

•risk related to certain minimum service requirements in our customer contracts;

•market acceptance of our EO services and our dependence upon our ability to keep pace with the latest technological advances, including those related to artificial intelligence and machine learning;

•our ability to identify suitable acquisition candidates or consummate acquisitions on acceptable terms, or our ability to successfully integrate acquisitions;

•competition for EO services;

•challenges with international operations or unexpected changes to the regulatory environment in certain markets;

•unknown defects or errors in our products;

•risk related to the capital-intensive nature of our business and our ability to raise adequate capital to finance our business strategies;

•uncertainties beyond our control related to the production, launch, commissioning, and/or operation of our satellites and related ground systems, software and analytic technologies;

•the failure of the market for EO services to achieve the growth potential we expect;

•risks related to our satellites and related equipment becoming impaired;

•risks related to the failure of our satellites to operate as intended;

•production and launch delays, launch failures, and damage or destruction to our satellites during launch;

•significant risks and uncertainties related to our insurance that may not be covered by insurance;

•the impact of natural disasters, unusual or prolonged unfavorable weather conditions, epidemic outbreaks, terrorist acts and geopolitical events (including the ongoing conflicts between Russia and Ukraine, in the Gaza Strip and the Red Sea region) on our business and satellite launch schedules; and

•the anticipated benefits of our Domestication may not materialize.

Risks, uncertainties and events may cause actual results to differ materially from the expectations described in our forward-looking statements.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the Risk Factor Summary below, Part I, "Item 1A. Risk Factors" and Part II, "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation" of this Report, as well as in our Consolidated Financial Statements, related notes, and the other information appearing in this Report and our other filings with the SEC. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company can give no assurance that it will achieve its expectations.

Part I