HawkEye 360, Inc.

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements contained in this prospectus other than statements of historical fact, including statements regarding our future results of operations and financial condition, our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these terms or other similar expressions intended to identify statements about the future. These statements speak only as of the date of this prospectus and involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. These forward-looking statements include statements concerning the following:

•our expectations regarding financial condition or results of operations, including our expectations regarding revenue, cost of sales and operating expenses, and our ability to achieve and maintain profitability;

•our future sources of and needs for liquidity and capital resources;

•our expectations regarding the size and growth of the market for our products and services;

•our business strategies and our ability to grow our business;

•our ability to continue to successfully design, build, and operate our satellites and payloads;

•our expectations regarding the growth of the global RF exploitation market and increasing demand for space-based SIGINT;

•our ability to enhance existing or develop new products and services and the impact of any such enhancements or developments;

•our ability to improve and expand our operations and information systems;

•our ability to realize the anticipated benefits from integrating our business with the business of ISA;

•the implementation or interpretation of current or future regulations and legislation;

•the impact of disruptions in U.S. Government operations and funding and the budgetary priorities of the U.S. Government;

•our ability to maintain contracts and relationships with our U.S. Government and allied international government customers;

•our ability to realize our backlog;

•our ability to attract and retain skilled personnel and senior management;

•our ability to maintain our existing, or to develop additional, valuable intellectual property rights;

•our focus on a specific public benefit purpose and potential resulting negative effects on our financial performance; and

•the other factors discussed under “Risk Factors.”

The foregoing list of risks is not exhaustive. Other sections of this prospectus may include additional factors that could harm our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. You should, however, review the factors and risks and other information we describe in the reports we will file from time to time with the SEC after the date of this prospectus.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, the events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those contained in or implied by any forward-looking statements. You should refer to the section titled “Risk Factors” of this prospectus for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements.