HawkEye 360, Inc.

We estimate that we will receive net proceeds from this offering of approximately $ million (or approximately $ million if the underwriters’ option to purchase additional shares of common stock is exercised in full) based on an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the net proceeds to us from this offering by approximately $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million in the number of shares we are offering would increase (decrease) the net proceeds to us from this offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, by approximately $ million, assuming the assumed initial public offering price stays the same.

The principal purposes of this offering are to increase financial flexibility, create a public market for our common stock and enable access to the public equity markets for us and our stockholders. We intend to use $ of the net proceeds from this offering to repay all of our outstanding borrowings under the 2025 Loan and Security Agreement and the 2025 Mezzanine Loan and Security Agreement, together with accrued interest. As of December 31, 2025, our total indebtedness was $48.6 million, including $14.6 million under the Senior Term Loan and $34.0 million under the Mezzanine Loan. The Senior Term Loan bears interest at a per annum rate equal to the greater of the Wall Street Journal Prime Rate and 6.75% and matures on September 1, 2028. The Mezzanine Loan bears interest at (i) a per annum cash-pay rate equal to the greater of the Wall Street Journal Prime Rate plus a margin of 2.10% and 9.35%, and (ii) a per annum paid-in-kind rate equal to 1.50% (compounded monthly) and matures on December 18, 2028.

We also expect to use up to $15.0 million of the net proceeds from this offering to make the deferred payment included in the total consideration for the ISA Acquisition. We expect to use any remaining net proceeds from this offering for working capital and other general corporate purposes.

The expected use of net proceeds from this offering represents our intentions based upon our present plans and business conditions. We cannot predict with certainty all of the particular uses for the proceeds of this offering or the amounts that we will actually spend on the uses set forth above. Accordingly, our management will have significant flexibility in applying the net proceeds of this offering. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business. Pending their use, we intend to invest the net proceeds of this offering in a variety of capital-preservation investments, including short- and intermediate-term, interest-bearing, investment-grade securities and government securities.