Satellogic Inc-A美股招股说明书(2026-03-30版)

SATELLOGIC INC. Up to $50,000,000 of Class A Common Stock We have entered into a Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), Craig-HallumCapital Group LLC (“Craig-Hallum”), Northland Securities, Inc. (“Northland”) and Roth Capital Partners, LLC (“Roth Capital”and together with Cantor, Craig-Hallum,and Northland, the “Sales Agents,” and each, a “Sales Agent”), dated March 30, 2026,relating to the sale of our Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) offered by thisprospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer andsell our Class A Common Stock having an aggregate offering price of up to $50,000,000 from time to time through or to one ormore of the Sales Agents, as designated by us. Sales of our Class A Common Stock, if any, under this prospectus supplement and the accompanying prospectus will bemade by any method that is deemed an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of1933, as amended (the “Securities Act”). The Sales Agents are not required to sell any specific number or amount of our Class ACommon Stock but will act as our sales agents using commercially reasonable efforts, consistent with their normal trading andsales practices on mutually agreed terms between the Sales Agents and us. There is no arrangement for funds to be received in anescrow, trust, or similar arrangement. The designated Sales Agent will be entitled to a commission in an amount up to 3.0% of the gross sales price per sharesold through the Sales Agreement. In connection with the sale of our Class A Common Stock on our behalf, each of the SalesAgents will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the Sales Agentswill be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution tothe Sales Agents with respect to certain liabilities, including liabilities under the Securities Act. We have also agreed to reimbursecertain of the Sales Agents’ expenses in connection with the offering as further described in the “Plan of Distribution” sectionbeginning on page S-14 of this prospectus supplement. Our Class A Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “SATL.” On March 27,2026, the last reported sale price of ourClass A Common Stock was $5.93 per share. Investing in our Class A Common Stock involves risks that are described in the“Risk Factors”section beginning onpage S-3 of this prospectus supplement. You should carefully read and consider these risk factors as well as the risk factorsthat are incorporated by reference into this prospectus supplement from our filings with the Securities and ExchangeCommission (the“SEC”) before investing in any of our Class A Common Stock. We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws andare subject to reduced public company reporting requirements. Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issuedunder this prospectus supplement and the accompanying prospectus or determined if this prospectus supplement and theaccompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-2SUMMARYS-4SUMMARY TERMS OF THE OFFERINGS-7RISK FACTORSS-8USE OF PROCEEDSS-12DIVIDEND POLICYS-13DESCRIPTION OF SECURITIES WE ARE OFFERINGS-14MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-15PLAN OF DISTRIBUTIONS-19EXPENSESS-21LEGAL MATTERSS-22EXPERTSS-23WHERE YOU CAN FIND MORE INFORMATIONS-24INCORPORATION BY REFERENCES-25 ABOUT THIS PROSPECTUSiFREQUENTLY USED TERMSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1INFORMATION RELATED TO OFFERED SECURITIES4RISK FACTORS5USE OF PROCEEDS9DIVIDEND POLICY10MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS11PLAN OF DISTRIBUTION15LEGAL MATTERS18EXPERTS19WHERE YOU CAN FIND MORE INFORMATION20INCORPORATION BY REFERENCE21S-i ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement that we filed with the SEC using a “shelf” registrationprocess. Under this shelf registration process, we may, from time to time, sell shares of our Class A Common Stock having anaggregate offering price of up to $50,000,000 pursuant to this prospectus supplement and the accompanying prospectus at pricesand on terms to be determined by market conditions at the time of the offering. We urge you to carefully read this prospectussupplement and the accompanying prospectus, together with the information incorporated herein and therein by reference asdescribed under the headings “Where You Can Find More Information” and “Incorporation by Reference” befo