Satellogic Inc.

Previous wording

We have created a highly scalable, vertically integrated and competitive operating model. We design the core components that go into developing and manufacturing our satellites to be mission specific. We manufacture many of our components, but we also partner with third parties to manufacture certain other components to our design specifications. We assemble, integrate and test the components and satellites in our facilities. This vertical integration provides a significant cost advantage, enabling us to produce and launch satellites for less than one-tenth the cost of our competitors on average. Additionally, we own all our key intellectual property, and our patented technology allows us to capture approximately 10x more imagery than our competitors on average. Taken together, we are achieving over 60x better unit economics than our closest peers in the NewSpace sector and more than 100x better unit economics than legacy competitors. Additionally, we believe we are well-positioned to compete effectively in the existing EO market that is currently supply-constrained and consists primarily of government and D&I customers. At March 31, 2025, we had 22 commercial satellites in orbit. As of the date of this Report, we have 21 satellites in orbit, of which 19 are operational and two are being used for testing. Over the near term, we will take a measured approach to expanding our constellation, with our long term vision to reach a constellation size of approximately 200 satellites and to have the capability to conduct daily remaps of the entire planet.

Current wording

We have created a highly scalable, vertically integrated and competitive operating model. We design the core components that go into developing and manufacturing our satellites to be mission specific. We manufacture many of our components, but we also partner with third parties to manufacture certain other components to our design specifications. We assemble, integrate and test the components and satellites in our facilities. This vertical integration provides a significant cost advantage, enabling us to produce and launch satellites for less than one-tenth the cost of our competitors on average. Additionally, we own all our key intellectual property, and our patented technology allows us to capture approximately 10x more imagery than our competitors on average. Taken together, we are achieving over 60x better unit economics than our closest peers in the NewSpace sector and more than 100x better unit economics than legacy competitors. Additionally, we believe we are well-positioned to compete effectively in the existing EO market that is currently supply-constrained and consists primarily of government and D&I customers. At June 30, 2025, we had 21 commercial satellites in orbit. As of the date of this Report, we have 21 satellites in orbit, of which 20 are operational and one is being used for testing. Over the near term, we will take a measured approach to expanding our constellation, with our long term vision to reach a constellation size of approximately 200 satellites and to have the capability to conduct daily remaps of the entire planet.

Previous wording

During the three months ended March 31, 2025, revenue increased $0.1 million, or 2% to $3.4 million from $3.3 million for the three months ended March 31, 2024, driven primarily by a $0.4 million increase in imagery ordered by new and existing Asset Monitoring customers, partially offset by a $0.4 million decrease in revenue generated from the Space Systems business line. Revenue for the three months ended March 31, 2025 included $2.6 million attributable to our Asset Monitoring line of business, $0.4 million attributable to our Space Systems line of business, and $0.4 million attributable to our CaaS line of business compared to $2.2 million, $0.7 million and $0.4 million, respectively, in the prior year.

Current wording

During the three months ended June 30, 2025, revenue increased $0.9 million, or 27% to $4.4 million from $3.5 million for the three months ended June 30, 2024, driven primarily by a $0.6 million increase in imagery ordered by new and existing Asset Monitoring customers, and a $0.4 million increase in revenue generated from the Space Systems business line. Revenue for the three months ended June 30, 2025 included $3.5 million attributable to our Asset Monitoring line of business, $0.5 million attributable to our Space Systems line of business, and $0.4 million attributable to our CaaS line of business compared to $3.0 million, $0.1 million and $0.4 million, respectively, in the prior year.

Previous wording

Cost of sales, exclusive of depreciation, decreased $0.1 million, or 5%, to $1.2 million for the three months ended March 31, 2025 from $1.3 million for the three months ended March 31, 2024. The decrease was driven primarily by lower Space Systems costs on lower sales volume, partially offset by higher outsourced ground station costs.

Current wording

Cost of sales, exclusive of depreciation, decreased $0.1 million, or 5%, to $1.2 million for the three months ended June 30, 2025 from $1.2 million for the three months ended June 30, 2024. The decrease was driven primarily by lower cloud services costs, partially offset by higher antenna lease costs.

Previous wording

Other (expense) income, net decreased $1.6 million, or 112%, to $0.2 million of expense for the three months ended March 31, 2025, compared to $1.4 million of income for the three months ended March 31, 2024. The decrease was driven primarily by foreign currency exchange net losses for the three months ended March 31, 2025 compared to foreign currency exchange net gains in the three months ended March 31, 2024.

Current wording

Other (expense) income, net decreased $1.3 million, or 142%, to $0.4 million of expense for the three months ended June 30, 2025, compared to $0.9 million of income for the three months ended June 30, 2024. The decrease was driven primarily by foreign currency exchange net losses for the three months ended June 30, 2025 compared to foreign currency exchange net gains in the three months ended June 30, 2024.

Previous wording

Selling, general and administrative expenses decreased $2.9 million, or 31%, to $6.5 million during the three months ended March 31, 2025, from $9.4 million for the three months ended March 31, 2024. The decrease was driven primarily by a $0.5 million decrease in professional fees consisting mainly of the accrued advisory fee pursuant to the Liberty Subscription Agreement and professional fees related to the Secured Convertible Notes in 2024, partially offset by professional fees related to the Domestication in 2025. The decrease was also partially driven by decreases in salaries, wages, stock-based compensation and other benefits as a result of the Company’s workforce reductions in 2024 and other expense reductions resulting from continued cash control measures during 2024.

Current wording

Selling, general and administrative expenses decreased $7.1 million, or 37%, to $11.8 million during the six months ended June 30, 2025, from $18.9 million for the six months ended June 30, 2024. The decrease was driven primarily by a $2.0 million decrease in professional fees consisting mainly of the accrued advisory fee pursuant to the Liberty Subscription Agreement and $2.4 million of professional fees related to the Secured Convertible Notes in 2024, partially offset by professional fees related to the Domestication in 2025. The decrease was also partially driven by decreases in salaries, wages, and other benefits as a result of the Company’s workforce reductions in 2024 and other expense reductions resulting from cash control measures during 2024.

Previous wording

Engineering expenses decreased $1.9 million, or 43%, to $2.5 million for the three months ended March 31, 2025 from $4.4 million for the three months ended March 31, 2024. The decrease was driven primarily by a decrease in salaries, wages, and other benefits and stock-based compensation as a result of the Company’s workforce reductions in 2024. The decrease was also partially driven by other expense reductions resulting from continued cash control measures during 2024, including the termination of our high-throughput plant lease in the Netherlands.

Current wording

Engineering expenses decreased $3.9 million, or 44%, to $4.8 million for the six months ended June 30, 2025 from $8.7 million for the six months ended June 30, 2024. The decrease was driven primarily by a decrease in salaries, wages, and other benefits and stock-based compensation as a result of the Company’s workforce reductions in 2024. The decrease was also partially driven by other expense reductions resulting from cash control measures during 2024, including the termination of our high-throughput plant lease in the Netherlands.

Previous wording

The negative change in fair value of financial instruments of $21.6 million was related to net losses on our financial instruments of $22.4 million for the three months ended March 31, 2025, compared to net losses of $0.8 million for the three months ended March 31, 2024. The change was primarily driven by the remeasurement of the fair value of the Secured Convertible Notes and our warrant and earnout liabilities primarily impacted by the increase in trading price of our Class A common stock. These losses were partially offset by a gain on the value of our OS warrants due primarily to the increase in the underlying stock price of the warrant.

Current wording

The negative change in fair value of financial instruments of $17.6 million was related to net losses on our financial instruments of $22.7 million for the six months ended June 30, 2025, compared to net losses of $5.0 million for the six months ended June 30, 2024. The change was primarily driven by the remeasurement of the fair value of the Secured Convertible Notes and our warrant and earnout liabilities primarily impacted by the rise in trading price of our Class A common stock primarily in the first quarter of 2025. These losses were partially offset by a gain on the value of our OS warrants due primarily to the rise in the underlying stock price of the warrant in the six months ended June 30, 2025.

Previous wording

Income tax expense decreased by $0.7 million, or 50%, to $0.7 million for the three months ended March 31, 2025, from $1.4 million for the three months ended March 31, 2024. The decrease was driven primarily by lower expense related to unrecognized tax benefits. The associated liability was fully accrued in the prior period and only interest was accrued in the current period. The decrease was also driven by exchange rate fluctuations, as the liability is denominated in Argentine pesos while the Company’s functional currency is the U.S. dollar.

Current wording

Income tax expense decreased by $1.1 million, or 62%, to $0.7 million for the six months ended June 30, 2025, from $1.8 million for the six months ended June 30, 2024. The decrease was driven primarily by lower expense related to unrecognized tax benefits. The associated liability was fully accrued in the prior period and only interest was accrued in the current period.

Previous wording

We define Non-GAAP EBITDA as net loss excluding interest, income taxes, depreciation and amortization. We did not incur amortization expense during the three months ended March 31, 2025 and 2024.

Current wording

We define Non-GAAP EBITDA as net loss excluding interest, income taxes, depreciation and amortization. We did not incur amortization expense during the three and six months ended June 30, 2025 and 2024.

Previous wording

We define Non-GAAP Adjusted EBITDA as Non-GAAP EBITDA further adjusted for other (expense) income, net, changes in the fair value of financial instruments, and stock-based compensation. Other (expense) income, net consists primarily of foreign currency gains and losses.

Current wording

We define Non-GAAP Adjusted EBITDA as Non-GAAP EBITDA further adjusted for other (expense) income, net, changes in the fair value of financial instruments, stock-based compensation, and professional fees related to Secured Convertible Notes. Other (expense) income, net consists primarily of foreign currency gains and losses.

Previous wording

Our cash and cash equivalents are maintained in highly liquid investments with remaining maturities of 90 days or less at the time of purchase. As of March 31, 2025, we had $17.7 million in cash and cash equivalents on hand and total Secured Convertible Note principal and accrued interest outstanding of $30.2 million.

Current wording

Our cash and cash equivalents are maintained in highly liquid investments with remaining maturities of 90 days or less at the time of purchase. As of June 30, 2025, we had $32.6 million in cash and cash equivalents on hand and total Secured Convertible Note principal and accrued interest outstanding of $31.0 million.

Previous wording

Since our formation, we have devoted substantial effort and capital resources to the development of our satellite constellation and image technology. As of March 31, 2025, we had an accumulated deficit of $432.7 million, and for the three months ended March 31, 2025, we had net cash used in operating activities of $4.7 million.

Current wording

Since our formation, we have devoted substantial effort and capital resources to the development of our satellite constellation and image technology. As of June 30, 2025, we had an accumulated deficit of $439.3 million, and for the six months ended June 30, 2025, we had net cash used in operating activities of $9.1 million.

Previous wording

In connection with the offering of the Secured Convertible Notes, the Company also entered into (i) a side letter with the Purchaser, pursuant to which the Purchaser is entitled to pre-emptive rights, in order to maintain its as-converted ownership percentage on the same basis as new capital raised and (ii) a registration rights agreement with the Purchaser (the “Registration Rights Agreement”), pursuant to which the Company agreed to register for resale the Class A common stock issuable upon conversion of the Secured Convertible Notes.

Current wording

In connection with the offering of the Secured Convertible Notes, the Company also entered into (i) a side letter with the Purchaser, pursuant to which the Purchaser is entitled to pre-emptive rights, in order to maintain its as-converted ownership percentage on the same basis as new capital raised and (ii) a registration rights agreement with the Purchaser, pursuant to which the Company agreed to register for resale the Class A common stock issuable upon conversion of the Secured Convertible Notes.

Previous wording

On December 8, 2024, the Company entered into a Share Purchase Agreement with the purchaser party thereto, pursuant to which the Company issued in a private placement an aggregate of 3,571,429 Class A common stock to the purchaser at a purchase price of $2.80 per share. The closing of the private placement occurred on December 10, 2024 and the Company received gross proceeds of $10,000,000. The net proceeds from the offering will be used for general corporate purposes.

Current wording

On December 8, 2024, the Company entered into a Share Purchase Agreement with the purchaser party thereto, pursuant to which the Company issued in a private placement an aggregate of 3,571,429 Class A common stock to the purchaser at a purchase price of $2.80 per share. The closing of the private placement occurred on December 10, 2024 and the Company received gross proceeds of $10,000,000. The net proceeds from the offering are being used for general corporate purposes.

Previous wording

On December 20, 2024, the Company entered into a Sales Agreement with CF&Co., acting as the Company’s sales agent, pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, its Class A common stock, having an aggregate offering amount of up to $50,000,000 (the “ATM Program”). On February 12, 2025, the Company entered into the Amended Sales Agreement with CF&Co. and Northland, pursuant to which Northland was added as an additional Sales Agent under the ATM Program. On April 9, 2025, the Company entered into the Second A&R Sales Agreement with the Sales Agents, pursuant to which references to the Company’s Class A ordinary shares were replaced with references to the Company’s Class A common stock, along with other conforming changes, in connection with the Domestication. No Class A common stock was sold pursuant to the ATM Program during 2024. During the first quarter, the Company sold $1.2 million aggregate amount of Class A common stock under the ATM Program, leaving an aggregate of $48.8 million remaining under the ATM Program.

Current wording

On December 20, 2024, the Company entered into a Sales Agreement with CF&Co., acting as the Company’s sales agent, pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, its Class A common stock, having an aggregate offering amount of up to $50,000,000 (the “ATM Program”). On February 12, 2025, the Company entered into the Amended Sales Agreement with CF&Co. and Northland, pursuant to which Northland was added as an additional Sales Agent under the ATM Program. On April 9, 2025, the Company entered into the Second A&R Sales Agreement with the Sales Agents, pursuant to which references to the Company’s Class A ordinary shares were replaced with references to the Company’s Class A common stock, along with other conforming changes, in connection with the Domestication. No Class A common stock was sold pursuant to the ATM Program during 2024. During the six months ended June 30, 2025, the Company sold $3.1 million aggregate amount of Class A common stock under the ATM Program, leaving an aggregate of $46.9 million remaining under the ATM Program.

Previous wording

Company’s Class A common stock at an offering price of $3.10 per share. The gross proceeds to the Company from the Registered Direct Offering were approximately $20.0 million, before deducting the placement agent’s fees and estimated offering expenses payable by the Company. Closing of the Registered Direct Offering occurred on April 16, 2025. See Note 17 (Subsequent Events) of this Report for further details.

Current wording

Company’s Class A common stock at an offering price of $3.10 per share. The gross proceeds to the Company from the Registered Direct Offering were approximately $20 million, before deducting the placement agent’s fees and estimated offering expenses payable by the Company. Closing of the Registered Direct Offering occurred on April 16, 2025. See Note 1 (Nature of the Business and Basis of Presentation) of this Report for further details.

Previous wording

The following table summarizes our cash flow information for the three months ended March 31, 2025 and 2024.

Current wording

The following table summarizes our cash flow information for the six months ended June 30, 2025 and 2024.

Previous wording

Net cash used in investing activities $1.9 million for the three months ended March 31, 2025, was flat compared to $1.9 million for the three months ended March 31, 2024. Cash control measures implemented in 2023 limited the number of launches in both periods.

Current wording

Net cash used in investing activities $2.7 million for the six months ended June 30, 2025, was down slightly compared to $3.3 million for the six months ended June 30, 2024. Cash control measures implemented in 2023 limited the number of launches in both periods.

Previous wording

Net cash provided by financing activities was $1.7 million for the three months ended March 31, 2025 compared to net cash used in financing activities of $0.2 million for the three months ended March 31, 2024, which resulted primarily from proceeds from stock issuances under the ATM Program and proceeds from exercise of stock options in the three months ended March 31, 2025, as discussed above.

Current wording

Net cash provided by financing activities was $21.4 million for the six months ended June 30, 2025 compared to net cash provided by financing activities of $27.4 million for the six months ended June 30, 2024, which resulted primarily from proceeds from stock issuances under the Registered Direct Offering, ATM Program and proceeds from exercise of stock options in the six months ended June 30, 2025, as discussed above.