SEC Form 10-Q filed by Satellogic Inc.
$SATL
Radio And Television Broadcasting And Communications Equipment
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM 10-Q
__________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the Quarterly Period Ended | |||||
| OR | |||||
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ___________ to ___________
Commission File Number: 001-41247
__________________________
(Exact name of Registrant as specified in its charter)
__________________________
| (Jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices, including zip code) | ||
Registrant’s telephone number, including area code: | ||||||||
__________________________
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
The | ||||||||||||||
The | ||||||||||||||
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | |||||||||||||||||||||||||||||
| x | Smaller reporting company | |||||||||||||||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of May 4, 2026, there were 137,661,456 shares of Class A common stock and 10,582,641 shares of Class B common stock outstanding.
TABLE OF CONTENTS
| Page | ||||||||
| PART I - FINANCIAL INFORMATION | ||||||||
| PART II - OTHER INFORMATION | ||||||||
| ITEM 1. | ||||||||
| ITEM 1A. | ||||||||
| ITEM 2. | ||||||||
| ITEM 3. | ||||||||
| ITEM 4. | ||||||||
| ITEM 5. | ||||||||
1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (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 Satellogic Inc. (“Satellogic” or 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, including due to challenges created by macroeconomic concerns, geopolitical uncertainty (e.g., trade relationships), financial market fluctuations and related factors;
•our ability to effectively market and sell our Earth observation (“EO”) services and to convert our pipeline of potential contracts into actual revenues;
•market acceptance of our EO services and Space Systems products and our dependence upon our ability to keep pace with the latest technological advances, including those related to artificial intelligence and machine learning;
•risks related to the Secured Convertible Notes (as defined below);
•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;
•risks related to certain minimum service requirements in our customer contracts;
•our ability to identify suitable acquisition candidates or consummate acquisitions on acceptable terms, or our ability to successfully integrate acquisitions;
•competition for EO services;
•risks related to changes in tax laws and regulations, including the “One Big Beautiful Bill Act;”
2
•risks related to changes in trade policy and the related impact on macroeconomic conditions, including further expansions of U.S. export controls and tariffs, as well as related retaliatory actions;
•challenges with international operations or unexpected changes to the regulatory environment in certain markets;
•unknown defects or errors in our products;
•risks 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 geopolitical disruptions (including the ongoing conflict in the Middle East), natural disasters, unusual or prolonged unfavorable weather conditions, public health emergencies or other developments outside of our control on our business and satellite launch schedules;
•risks related to our ability to protect our intellectual property critical to the design and function of our satellites and our EO services; and
•the anticipated benefits of our Domestication (as defined below) 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 Part I, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Report, as well as Part I, "Item 1A. Risk Factors" in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual 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.
3
PART I - FINANCIAL INFORMATION
4
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
Condensed Consolidated Statements and Other Financial Information
Index to Condensed Consolidated Financial Statements
5
SATELLOGIC INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
| Three Months Ended March 31, | |||||||||||
| (in thousands of U.S. dollars, except share and per share amounts) | 2026 | 2025 | |||||||||
Revenue | |||||||||||
| Service revenue | $ | $ | |||||||||
| Product revenue | |||||||||||
| Total revenue | |||||||||||
| Costs and expenses, exclusive of depreciation shown separately below | |||||||||||
| Cost of service revenue | |||||||||||
| Cost of product revenue | |||||||||||
| Cost of revenue | |||||||||||
| Engineering | |||||||||||
| Selling, general and administrative | |||||||||||
| Depreciation | |||||||||||
| Total costs and expenses | |||||||||||
| Operating loss | ( | ( | |||||||||
| Other income (expense), net | |||||||||||
| Interest income, net | |||||||||||
| Change in fair value of financial instruments | ( | ( | |||||||||
| Other income (expense), net | ( | ||||||||||
| Total other income (expense), net | ( | ( | |||||||||
| Income (loss) before income tax | ( | ( | |||||||||
| Income tax expense | ( | ( | |||||||||
| Net income (loss) available to stockholders | $ | ( | $ | ( | |||||||
| Other comprehensive (loss) gain | |||||||||||
| Foreign currency translation (loss) gain, net of tax | ( | ||||||||||
| Comprehensive income (loss) | $ | ( | $ | ( | |||||||
| Basic net income (loss) per share for the period attributable to holders of Common Stock | $ | ( | $ | ( | |||||||
| Basic weighted-average Common Stock outstanding | |||||||||||
| Diluted net income (loss) per share for the period attributable to holders of Common Stock | $ | ( | $ | ( | |||||||
| Diluted weighted-average Common Stock outstanding | |||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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SATELLOGIC INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| March 31, | December 31, | ||||||||||
(in thousands of U.S. dollars, except share and par value amounts) | 2026 | 2025 | |||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
Accounts receivable, net of allowance of $ | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Warrant liabilities | |||||||||||
| Earnout liabilities | |||||||||||
| Operating lease liabilities | |||||||||||
| Contract liabilities | |||||||||||
| Accrued expenses and other liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Secured Convertible Notes at fair value | |||||||||||
| Operating lease liabilities | |||||||||||
| Contract liabilities | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 16) | |||||||||||
| Stockholders' (deficit) equity | |||||||||||
Preferred stock, $ | |||||||||||
Class A Common Stock, $ | |||||||||||
Class B Common Stock, $ | |||||||||||
Treasury stock, at cost, | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive income | ( | ||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ (deficit) equity | ( | ||||||||||
| Total liabilities and stockholders' (deficit) equity | $ | $ | |||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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SATELLOGIC INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY
(UNAUDITED)
| Shares Outstanding | |||||||||||||||||||||||||||||||||||||||||
(In thousands of dollars, except share amounts) | Common Stock | Additional paid-in capital | Treasury stock | Accumulated other comprehensive loss (1) | Accumulated deficit | Total stockholders' (deficit) equity | |||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Issuance of Common Stock under Prior ATM Program | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Exercise of stock options and RSUs vested | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Payments for withholding taxes related to the net share settlement of equity awards | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
(1) Accumulated other comprehensive loss consists of cumulative translation adjustments resulting from translating non-U.S. dollar denominated functional currency entities.
SATELLOGIC INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY (Continued)
(UNAUDITED)
| Shares Outstanding | |||||||||||||||||||||||||||||||||||||||||||||||
(In thousands of dollars except share amounts) | Common Stock | Additional paid-in capital | Treasury stock | Accumulated other comprehensive loss (1) | Accumulated deficit | Total stockholders' (deficit) equity | |||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock under Registered Direct Offering | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options and RSUs vested | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Payments for withholding taxes related to the net share settlement of equity awards | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
(1) Accumulated other comprehensive loss consists of cumulative translation adjustments resulting from translating non-U.S. dollar denominated functional currency entities.
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SATELLOGIC INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Three Months Ended March 31, | |||||||||||
| (in thousands of U.S. dollars) | 2026 | 2025 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation expense | |||||||||||
| Operating lease expense | |||||||||||
| Stock-based compensation | |||||||||||
| Change in fair value of financial instruments, net of interest paid on Secured Convertible Notes | |||||||||||
| Foreign exchange differences | ( | ( | |||||||||
| Loss on disposal of property and equipment | |||||||||||
| Release of estimated credit losses on accounts receivable | ( | ||||||||||
| Non-cash change in contract liabilities | ( | ||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Inventories | ( | ||||||||||
| Prepaid expenses and other current assets | ( | ||||||||||
| Accounts payable | |||||||||||
| Contract liabilities | ( | ||||||||||
| Accrued expenses and other liabilities | |||||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Net cash provided by (used in) operating activities | ( | ||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Payments for withholding taxes related to the net share settlement of equity awards | ( | ( | |||||||||
| Proceeds from issuance of Common Stock under ATM Program, net of transaction costs | |||||||||||
| Proceeds from Registered Direct Offering, net of transaction costs | |||||||||||
| Proceeds from exercise of stock options | |||||||||||
| Net cash provided by financing activities | |||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ||||||||||
| Effect of foreign exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Cash, cash equivalents and restricted cash - beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash - end of period | $ | $ | |||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
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SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
1. Nature of the Business and Basis of Presentation
Nature of the Business
On January 25, 2022 (the “Closing Date”), Satellogic Inc. (“Satellogic” or the “Company”), a business company incorporated in the British Virgin Islands (“BVI”) as a company limited by shares, consummated the transactions contemplated by the Agreement and Plan of Merger dated as of July 5, 2021 (the “Merger Agreement”), by and among the Company, CF Acquisition Corp. V, a Delaware corporation (“CF V” and now known as “Satellogic V Inc.”), Ganymede Merger Sub 1 Inc., a BVI business company incorporated in the BVI as a company limited by shares and a direct wholly owned subsidiary of the Company, Ganymede Merger Sub 2 Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company, and Nettar.
Nettar was, prior to the transaction, the holding company of the Satellogic group and was incorporated on October 7, 2014, under the laws of the BVI as a company limited by shares.
On March 26, 2025, the Company completed its domestication, pursuant to which it domesticated as a corporation incorporated under the laws of the State of Delaware and discontinued as a business company with limited liability incorporated under the laws of the BVI (the “Domestication”). The Company’s principal executive office is located at 210 Delburg Street, Davidson, NC 28036.
References to “Nettar” contained herein refer to Nettar Group Inc. prior to the Merger, and references to the “Company,” “we,” “our,” “us” or “Satellogic” refer to Satellogic Inc. prior to the mergers and to the combined company following the mergers.
Through our subsidiaries, we invest in the software, hardware, and optics of the aerospace industry focusing on satellite and image analytics technologies. Our strategy is to build a planetary scale analytics platform based on a proprietary satellite constellation with the capability to generate insights from images and information, with focus on multi-temporal analysis and high frequency of revisits. We also intend to leverage our ability to quickly build and launch high quality, sub-meter satellites at a low cost by selling satellites to certain key customers.
Basis of Presentation
The accompanying Condensed Consolidated Financial Statements include our accounts and those of our wholly owned subsidiaries. All intercompany accounts and transactions, including the intercompany portion of transactions with equity method investees, have been eliminated in consolidation. The Condensed Consolidated Financial Statements are presented in United States dollars (hereinafter “U.S. dollars” or “$”).
The accompanying Condensed Consolidated Financial Statements reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair presentation of the interim period financial statements. The results
10
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
of operations for these interim periods are not necessarily indicative of the results of operations to be expected for any future period or the full fiscal year.
Emerging Growth Company
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (“the Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “Jobs Act”). The Jobs Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The Jobs Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised that has different application dates for public or private companies, we can adopt the new or revised standard at the time required for private companies to adopt such standard. The foregoing may make comparison of our financial statements with those of another public company difficult or impossible if such other public company is (i) not an emerging growth company or (ii) is an emerging growth company that has opted out of using the extended transition period, due to the potential differences in accounting standards used.
2. Summary of Significant Accounting Policies
Credit risk management
Credit risk is the risk that a counterparty fails to discharge an obligation to us. We are exposed to credit risk from financial assets including cash, cash equivalents and restricted cash held at banks, accounts receivable and other receivables.
The credit risk is managed based on our credit risk management policies and procedures. Credit risk of any entity doing business with us is systematically analyzed, including aspects of a qualitative nature. The measurement and assessment of our total exposure to credit risk covers all financial instruments involving any counterparty risk.
The credit risk in respect of cash balances held with banks and deposits with banks are managed via diversification of bank deposits and are only with major reputable financial institutions.
We had three customers that each accounted for more than 10% of our revenue totaling $3.0 million for the three months ended March 31, 2026 and four customers that each accounted for more than 10% of our revenue totaling $2.7 million for the three months ended March 31, 2025.
Impairment of Assets
We assess potential impairments to long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. An impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets or asset group. We performed an impairment test as of March 31, 2026 due to our operating losses for the three months then ended and concluded that the asset group is not impaired.
Estimates of future cash flows are highly subjective judgments based on management’s experience and knowledge of the Company's operations. These estimates can be significantly impacted by many factors, including changes in global economic conditions, operating costs, obsolescence of technology and competition.
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SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
Foreign Currencies
Leases
For the three months ended March 31, 2026 and 2025, lease expense was $0.5 million and $0.4 million, respectively.
Accounts Receivable and Allowance for Credit Losses
| March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Allowance for credit losses as of beginning of year | $ | $ | |||||||||
| Provision (release) | ( | ||||||||||
| Allowance for credit losses as of end of period | $ | $ | |||||||||
Cash, Cash Equivalents and Restricted Cash
Restricted cash, including amounts in Other non-current assets, represents amounts pledged as guarantees for sales and lease agreements as contractually required.
| March 31, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Restricted cash included in Other non-current assets | |||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
Cash Flow Information
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash paid during the period for: | |||||||||||
Income tax, net of (refunds) | $ | ( | $ | ||||||||
| Interest | $ | $ | |||||||||
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SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
| March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Supplemental cash flow information | ||||||||||||||
| Unpaid property and equipment included in accounts payable | $ | $ | ||||||||||||
Research and Development
For each of the three months ended March 31, 2026, and 2025 research and development expenses were $1.4
Remaining Performance Obligations
Effective October 1, 2025, the Company elected to change its method of disclosing remaining performance obligations ("RPO"). Historically, the Company utilized the practical expedient available under ASC 606-10-50-14, which allowed for the exclusion of contracts with an original expected duration of one year or less.
This change impacted disclosure only and had no effect on the Company’s consolidated balance sheets, statements of operations and comprehensive income (loss), or cash flows.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, which establishes a five‑step model for recognizing revenue: (i) identification of the contract with a customer, (ii) identification of the performance obligations in the contract, (iii) determination of the transaction price, (iv) allocation of the transaction price to the performance obligations, and (v) recognition of revenue when, or as, the Company satisfies a performance obligation.
Nature of Goods and Services
The Company generates revenue primarily from the following primary revenue streams:
•Product revenue, which consists of sales of satellites, including newly manufactured satellites and, in certain cases, in-orbit satellites.
•Service revenue, which consists primarily of the sale of satellite imagery, subscription-based arrangements, data analytics, and services related to our satellite sales.
Product Revenue — Satellite Sales
Product revenue is derived from contracts for the sale of satellites. At contract inception, the Company evaluates whether the contract includes a single performance obligation to transfer a satellite or multiple performance obligations. For contracts in which the satellite and any related promised services are determined to be distinct, the transaction price is allocated to each performance obligation based on their relative stand-alone selling prices, or, if stand-alone selling prices are not available, the transaction price is allocated based on an estimate using other appropriate valuation techniques.
Revenue from the sale of a manufactured or in-orbit satellite is generally recognized at a point in time when control and title of the satellite transfers to the customer.
Service Revenue — Imagery Sales, Subscription-based Arrangements, and Data Analytics
Service revenue consists primarily of sales of satellite imagery and related services, which may be provided on a per‑image basis or through subscription‑based arrangements that provide customers with satellite capacity to provide access to imagery tasking over a defined contract term. Accordingly, the sales of satellite imagery are treated as a single performance obligation and revenue is recognized at a point in time when the imagery is delivered or made available to the customer. Subscription-based arrangements are a separate, distinct performance obligation and revenue is recognized over time as the Company delivers promises outlined in the contract to the customer. In addition, services associated with our satellite sales,
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SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
such as training and integration services, are evaluated to determine distinct performance obligations and for those performance obligations, revenue is typically recognized over time.
Equity Securities
Effective January 1, 2026, the Company transitioned the accounting for its 4.7 % interest in Officina Stellare from the Equity Method (ASC 323) to Fair Value through Net Income (ASC 321).
The Company’s OS investment transitioned to and is now classified as a Level 2 fair value measurement, as OS has a Readily Determinable Fair Value in the Euronext Growth Milan market, which management determined to be a market not actively traded under ASC 820-10-35-48b due to low trading volume relative to the Company’s holding.
3. Accounting Standards Updates
Accounting Standards Recently Adopted
In November 2024, the FASB issued ASU 2024-04, Debt – Debt with Conversion and Other Options (Subtopic 470-20), which provides guidance on applying induced conversion or extinguishment accounting to certain settlements of convertible debt that do not occur in accordance with the instrument’s preexisting terms. The ASU requires a preexisting contract approach and clarifies how to assess the form and amount of consideration for induced conversion accounting. Because the Company accounts for its secured convertible notes under the fair value option, the adoption of this ASU is not expected to have a material impact on its Condensed Consolidated Financial Statements or related disclosures.
Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, as amended by ASU No. 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): clarifying the Effective Date, which requires a new footnote disclosure for public entities to disaggregate, in a tabular format, certain relevant expense captions on the face of the income statement (e.g., cost of sales, SG&A) that include any of the following natural expenses: purchases of inventory, employee compensation, depreciation, intangible asset amortization, and certain depletion expenses. The guidance is effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. The Company is currently evaluating the guidance to determine the effect on the Company’s disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which amends the guidance for capitalizing costs related to internal-use software. The ASU removes the prescriptive, sequential project stages (preliminary project stage, application development stage, and post-implementation/operation stage) and replaces them with a "probable-to-complete recognition threshold." The ASU also clarifies that the disclosure requirements for Property, Plant, and Equipment (Topic 360) apply to all capitalized internal-use software costs, and the specific intangibles disclosures in Topic 350 are not required. The amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, including interim periods within those annual periods, with earlier adoption permitted. The Company is currently evaluating the effect of the guidance on its Condensed Consolidated Financial Statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270), which centralizes interim disclosure requirements and codifies a "disclosure principle" requiring an explanation of material changes occurring since the most recent annual period. As the Company currently adheres to similar requirements under SEC Regulation S-X Rule 8-03, the adoption of this guidance is not expected to significantly change current interim reporting practices. The amendments are effective for the Company for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company expects to adopt this guidance prospectively and does not anticipate that the adoption will have a material impact on its Condensed Consolidated Financial Statements or disclosures.
14
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
4. Segment Information
The Company is organized as one
The Company’s operating segment derives its revenues from the sale of images via Data & Analytics and Constellation as a Service (“CaaS”) and the sale or licensing of satellites via the Company’s Space Systems product line. The Company evaluates its operations based on net income (loss). Required segment disclosures that are equal to the Company’s consolidated totals and disclosed elsewhere in the Condensed Consolidated Financial Statements include: net income (loss), total assets, total revenue, interest income, net, depreciation expense, equity in net income (loss) of affiliate accounted for by the equity method, and income tax expense. In addition to depreciation expense, other non-cash expenses include stock-based compensation disclosed in the Condensed Consolidated Statement of Cash Flows and a non-cash sales agreement described in Note 5 (Revenue from Contracts with Customers). Purchases of long lived assets include purchases of property and equipment disclosed in the Condensed Consolidated Statement of Cash Flows and the acquisition of new operating lease right of use assets for the three months ended March 31, 2026 and 2025 of $0.0 million and $6.5 million, respectively. Total non-current assets also includes an equity investment at fair value at March 31, 2026 and an equity-method investment at December 31, 2025 of $7.2 million and $3.8 million, respectively. Other segment items are primarily made up of the following items not considered to be significant expenses: depreciation expense, change in fair value of financial instruments, income tax expense, partially offset by foreign currency income adjustments and interest income, net.
Operations for the Company’s segment were as follows:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Revenue | $ | $ | |||||||||
| Cost of revenue exclusive of depreciation | ( | ( | |||||||||
| Engineering | ( | ( | |||||||||
| Selling, general and administrative expenses | ( | ( | |||||||||
| Other segment items | ( | ( | |||||||||
| Net income (loss) | $ | ( | $ | ( | |||||||
Revenue by geographic area is as follows(a):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| U.S. | $ | $ | |||||||||
| Australia | |||||||||||
| Malaysia | |||||||||||
| Albania | |||||||||||
| All Other | |||||||||||
| Total | $ | $ | |||||||||
(a) Revenues are attributed to individual countries based on the location of the customer generating the revenue.
15
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
5. Revenue from Contracts with Customers
During the three months ended March 31, 2026, we recognized revenue of $6.1 million, of which $1.1 million was recognized over time and $5.0 million was recognized at a point in time. During the three months ended March 31, 2025, we recognized revenue of $3.4 million, of which $1.6 million was recognized over time and $1.8 million was recognized at a point in time.
In November 2021, the Company entered a 5 -year noncancellable agreement with a technology company by which the customer receives $4.0 million in credits to purchase imagery each year. The Company recognizes revenue as images are delivered to the customer. The customer pays the Company in non-cash consideration in the form of a license to a proprietary software platform, which the Company uses in its internal operations. For the three months ended March 31, 2026 and 2025, we recognized $1.0 million and $1.1 million of revenue from this customer, respectively.
Disaggregation of revenue
Information about our revenue by business line is as follows:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Revenue by business line | |||||||||||
| Data & Analytics including CaaS | $ | $ | |||||||||
| Space Systems | |||||||||||
| Total revenue | $ | $ | |||||||||
Information about our revenue by timing is as follows:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Revenue by timing | |||||||||||
| Over time | $ | $ | |||||||||
| Point-in time | |||||||||||
| Total revenue | $ | $ | |||||||||
16
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
Information about our revenue by geography is as follows:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
Revenue by geography (1) | |||||||||||
| Americas | $ | $ | |||||||||
| Europe | |||||||||||
| Asia & Asia Pacific | |||||||||||
| Total revenue | $ | $ | |||||||||
(1) Revenue by geography is based on the geographical location of the customer.
Contract Liabilities and Remaining Performance Obligations
Our contract liabilities consist of payments received from customers, or such consideration contractually due, in advance of providing the relevant satellite imagery or related service. Amounts included in Contract liabilities are as follows:
| March 31, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Current | $ | $ | |||||||||
| Non-current | |||||||||||
| Total | $ | $ | |||||||||
During the three months ended March 31, 2026, we recognized revenue of $3.3 million that was included as a contract liability as of December 31, 2025. During the three months ended March 31, 2025, we recognized revenue of $1.4 million that was included as a contract liability as of December 31, 2024. The increase in contract liabilities in the three months ended March 31, 2026 was primarily due to collections from a new customer for performance obligations that will be satisfied during 2026. Total unused credits related to the non-cash agreement described above included in contract liabilities at March 31, 2026, and December 31, 2025 were $1.1 million and $1.1 million, respectively. Unused credits expire one year after issuance. There were no credits that expired in the three months ended March 31, 2026 or 2025.
A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. As discussed in Note 2 Summary of Significant Accounting Policies, the Company changed its disclosure methodology in 2025 to include contracts in its calculation of RPO that have an original duration of one year or less.
The following table represents the total transaction price for the remaining performance obligations as of March 31, 2026 related to non-cancellable contracts that is expected to be recognized over future periods.
| Within 1 Year | Years 1-2 | Years 2-3 | Thereafter | ||||||||||||||||||||
| Remaining performance obligations | $ | $ | $ | $ | |||||||||||||||||||
6. Warrant Liabilities
| Liberty Warrants and Liberty Advisory Fee Warrant | PIPE Warrant | $ | Total Warrant Liabilities | ||||||||||||||||||||
| As of December 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| Change in fair value of financial instruments | |||||||||||||||||||||||
| As of March 31, 2026 | $ | $ | $ | $ | |||||||||||||||||||
17
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
Liberty Warrants and Liberty Advisory Fee Warrant
On January 18, 2022, the Company and CF V entered into the Liberty Subscription Agreement with an investor (the “Liberty Investor”). The Company agreed to issue and sell to the Liberty Investor (i) 20,000,000 shares of Class A common stock (the “Liberty Shares”), (ii) a warrant to purchase up to 5,000,000 shares of Class A common stock at an exercise price of $10.00 per share (the “$10.00 Liberty Warrant”), and (iii) a warrant to purchase up to 15,000,000 shares of Class A common stock at an exercise price of $15.00 per share (the “$15.00 Liberty Warrant”, and together with the $10.00 Liberty Warrant, the “Liberty Warrants”), in a private placement for an aggregate purchase price of $150.0 million. The transaction closed on February 10, 2022 (the transaction collectively, the “Liberty Investment”).
An advisory fee is payable by the Company in exchange for advisory services to be provided to the Company from time to time until a Cessation Event (as defined in that certain Subscription Agreement, dated as of January 18, 2022, by and among the Company, the Liberty Investor and CF V, pursuant to which the Liberty Investment was made, the “Liberty Subscription Agreement”). The advisory fee includes a warrant to purchase 2,500,000 shares of Satellogic’s Class A common stock at an exercise price of $10.00 per share (the “Liberty Advisory Fee Warrant”).
In 2022, the Liberty Warrants and the Liberty Advisory Fee Warrant were initially recognized as a liability with a fair value of $30.9 million. The Liberty Warrants and the Liberty Advisory Fee Warrant remain unexercised and were remeasured to a fair value of $20.6 million as of March 31, 2026. The Liberty Warrants and Liberty Advisory Fee Warrant will expire on February 10, 2027 or earlier upon redemption or liquidation.
PIPE Warrant
In 2022, pursuant to the relevant subscription agreement, the Company issued 5,816,770 shares of Class A common stock and a non-redeemable warrant (the “PIPE Warrant”) to purchase 2,500,000 shares of Class A common stock to a PIPE investor at an exercise price of $20.00 per share, for an aggregate purchase price of $58.2 million.
In 2022, the PIPE Warrant was initially recognized as a liability with a fair value of $1.3 million. The PIPE Warrant remains unexercised and was remeasured to fair value of $1.1 million as of March 31, 2026. The PIPE Warrant will expire on January 25, 2027, or earlier upon redemption or liquidation.
$8.63 Warrants
In connection with the Merger, we entered into that certain Assignment, Assumption and Amendment Agreement, dated January 25, 2022, by and among the Company, CF V and Continental Stock (the “PIPE Warrant Agreement”), which amended that certain Warrant Agreement, dated January 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the “Public Warrant Agreement”).
Pursuant to the Public Warrant Agreement, we issued warrants to purchase 8,333,333 shares of Class A common stock (the “Public Warrants”) and 200,000 private placement warrants. Additionally, pursuant to that certain Amended and Restated Forward Purchase Contract, dated as of January 28, 2021, by and between CF V and CFAC Holdings V, LLC (the “Sponsor”), we agreed to issue warrants to purchase an additional 333,333 shares of Class A common stock at an exercise price of $11.50 per share (the “Forward Purchase Warrant”) (together, with the Public Warrants and the private placement Warrants, the “$8.63 Warrants”).
All of the $8.63 Warrants are governed by the Public Warrant Agreement. The $8.63 Warrants became exercisable 30 days after the Closing Date, or February 25, 2022, and will expire on January 25, 2027, or earlier upon redemption or liquidation.
The $8.63 Warrants were initially recognized as a liability with a fair value of $4.9 million. On April 1, 2022, we determined pursuant to the Public Warrant Agreement, as modified and assumed by the PIPE Warrant Agreement, that the warrant price with respect to the warrants issued and outstanding was adjusted from $11.50 to $8.63 and the redemption
18
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
price was adjusted from $18.00 to $13.50 . There were 8,253,455 $8.63 Warrants outstanding, which had a fair value of $9.9 million as of March 31, 2026.
7. Earnout Liabilities
| Sponsor Earnout | |||||
| As of December 31, 2025 | $ | ||||
| Change in fair value of financial instruments | |||||
| As of March 31, 2026 | $ | ||||
Sponsor Earnout
Pursuant to that certain Sponsor Support Agreement, dated as of July 5, 2021, by and among us, the Sponsor and Nettar (the “Sponsor Support Agreement”), the Sponsor has agreed that during the period between the Closing and the five-year anniversary of the Closing, the Sponsor shall not sell, transfer or otherwise dispose of Class A common stock equal to 1,869,000 less 30 % of the Forfeiture Escrow Shares (as defined in the Sponsor Support Agreement) retired and canceled (“Sponsor Earnout”). The Sponsor Earnout is subject to potential forfeiture to us for no consideration until the occurrence of each tranche’s respective earnout triggering event. The earnout triggering events related to achieving a closing price at or above $12.50 , $15.00 and $20.00 per share, respectively, for any 10 trading days over a 20 trading day period were not satisfied during the three months ended March 31, 2026. As a result, the Sponsor Earnout of 1,775,962 shares of Class A common stock were not vested and are subject to transfer restrictions and contingent forfeiture provisions.
8. Property and Equipment
Property and equipment, net consists of the following:
| Estimated Useful Life (in years) | March 31, | December 31, | |||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| Satellites and other equipment | $ | $ | |||||||||||||||
| Satellites under construction | Not applicable | ||||||||||||||||
| Leasehold improvements | |||||||||||||||||
| Other property and equipment | |||||||||||||||||
| Total property and equipment | |||||||||||||||||
| Less: Accumulated depreciation | ( | ( | |||||||||||||||
| Property and equipment, net | $ | $ | |||||||||||||||
Provisions for depreciation are based on estimated useful lives of the assets using the straight-line method.
Information related to our property and equipment and operating lease right of use assets by geography is as follows:
| March 31, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Uruguay | $ | $ | |||||||||
| Argentina | |||||||||||
| Other countries | |||||||||||
Total (1) | $ | $ | |||||||||
(1) The presentation in the table above is based on the geographic location of the entity that holds the assets.
19
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
9. Additional Financial Statement Information
Prepaid Expenses and Other Current Assets
| March 31, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Prepaid expenses | $ | $ | |||||||||
| Advances to suppliers | |||||||||||
| Other current assets | |||||||||||
| Total | $ | $ | |||||||||
| March 31, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Accrued expenses and other liabilities | |||||||||||
| Payroll and benefits payable | $ | $ | |||||||||
| Other taxes payable | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
| Total current | $ | $ | |||||||||
| Total non-current | $ | $ | |||||||||
Interest Income, Net
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Interest income, net | |||||||||||
| Interest expense (1) | $ | ( | $ | ||||||||
| Interest income | |||||||||||
| Total | $ | $ | |||||||||
10. Income Tax
As of March 26, 2025, we are incorporated in the U.S. Our operations are conducted through various subsidiaries in a number of countries throughout the world with significant operations in Uruguay, where we operate in a free trade zone. Consequently, income tax has been provided based on the laws and tax rates in effect in the countries in which operations
20
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
are conducted or in which our subsidiaries are considered resident for corporate income tax purposes, including Argentina, Spain, Uruguay, and the United States.
The calculation of our effective tax rate is as follows:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Total loss before income tax | $ | ( | $ | ( | |||||||
| Income tax expense | $ | $ | |||||||||
| Effective tax provision rate | % | ( | %) | ||||||||
The difference between the U.S. federal statutory income tax rate of 21% and the Company’s effective income tax rate for the three months ended March 31, 2026 and 2025 was primarily impacted by a variety of factors including the location in which income was earned, the recognition of a full valuation allowance in various jurisdictions, and interest and penalties related to uncertain tax positions.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted. The OBBBA makes significant tax law changes and modifications, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and the restoration of favorable tax treatment for certain business provisions, including allowing accelerated tax deductions for qualified property and equipment expenditures and the business interest expense limitation. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company continues to assess the potential impacts on its Condensed Consolidated Balance Sheet, Results of Operations and Cash Flows.
11. Stock-based Compensation
A summary of stock option activity for the three months ended March 31, 2026 is as follows:
| Number of Options | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term (years) | ||||||||||||||||||
| Outstanding at December 31, 2025 | $ | |||||||||||||||||||
Exercised during the period | ( | |||||||||||||||||||
Expired during the period | ( | |||||||||||||||||||
| Outstanding at March 31, 2026 | $ | |||||||||||||||||||
| Exercisable at March 31, 2026 | $ | |||||||||||||||||||
A summary of restricted stock units (“RSU”) activity for the three months ended March 31, 2026 is as follows:
| Number of RSUs | Weighted Average Grant-Date Value | |||||||||||||
| Outstanding unvested RSUs at December 31, 2025 | $ | |||||||||||||
| Granted during the period | ||||||||||||||
| Forfeited during the period | ( | |||||||||||||
| Vested during the period | ( | |||||||||||||
| Outstanding unvested RSUs at March 31, 2026 | $ | |||||||||||||
21
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
12. Net Income (Loss) Per Share
Diluted loss per share considers the impact of potentially dilutive securities. We identified financial instruments that qualify as potential common shares: (i) the share-based options awards described in Note 11 (Stock-based Compensation), (ii) the warrants described in Note 6 (Warrant Liabilities), and (iii) the earnout liabilities described in Note 7 (Earnout Liabilities). Each of these potential common shares are antidilutive since their conversion to common shares would decrease loss per share from continuing operations.
Basic and diluted net income (loss) per share attributable to common stockholders is calculated as follows:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Numerator | |||||||||||
| Net income (loss) attributable to holders of Common Stock | $ | ( | $ | ( | |||||||
| Denominator | |||||||||||
| Basic and diluted weighted-average shares of Common Stock outstanding | |||||||||||
| Net loss per share for the period attributable to holders of Common Stock | |||||||||||
| Basic | $ | ( | $ | ( | |||||||
| Diluted | $ | ( | $ | ( | |||||||
Additionally, the following securities were not included in the quarter-to-date or year-to-date computation of diluted shares outstanding because the effect would have been anti-dilutive:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Warrants | |||||||||||
| Sponsor earnout shares | |||||||||||
| Stock options | |||||||||||
| Unvested restricted stock units | |||||||||||
| Deferred issuance restricted stock units | |||||||||||
| Shares convertible from Secured Convertible Notes | |||||||||||
| Total | |||||||||||
22
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
13. Fair Value Measurements and Financial Instruments
The following tables provide the fair value measurement hierarchy of our assets and liabilities:
| As of March 31, 2026 | Fair value measurement using | |||||||||||||||||||
| Financial instruments | Quoted prices in active markets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||||||||||||
| Assets | ||||||||||||||||||||
| OS investment | $ | $ | $ | |||||||||||||||||
| Liabilities | ||||||||||||||||||||
$ | $ | $ | $ | |||||||||||||||||
| PIPE Warrant liability | ||||||||||||||||||||
| Liberty Warrants and Liberty Advisory Fee Warrant liability | ||||||||||||||||||||
| Total Warrant Liabilities | $ | $ | $ | |||||||||||||||||
| Sponsor Earnout liability | $ | $ | $ | |||||||||||||||||
| Secured Convertible Notes | $ | $ | $ | |||||||||||||||||
| As of December 31, 2025 | Fair value measurement using | |||||||||||||||||||
| Financial instruments | Quoted prices in active markets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||||||||||||
| Liabilities | ||||||||||||||||||||
$ | $ | $ | $ | |||||||||||||||||
| PIPE Warrant liability | ||||||||||||||||||||
| Liberty Warrants and Liberty Advisory Fee Warrant liability | ||||||||||||||||||||
| Total Warrant Liabilities | $ | $ | $ | |||||||||||||||||
| Sponsor Earnout Liability | $ | $ | $ | |||||||||||||||||
| Secured Convertible Notes | $ | $ | $ | |||||||||||||||||
The following methods and assumptions were used to estimate the fair values at March 31, 2026:
•The carrying values of cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses and other liabilities are considered to approximate their fair values due to the short-term nature of these items.
•The volatility assumption is based on the historical volatility of the Company’s and OS’s stock prices, implied volatility of the Company’s and guideline public companies’ stock prices and the risk free rate of return assumption is based on market rates. An increase in volatility and / or the risk free rate of return would result in higher values for the Company’s stock warrants.
•The fair values of the $8.63 Warrants were determined using the quoted prices in the active warrant market.
•The fair values of the PIPE Warrant have been estimated using the Black-Scholes model. Significant unobservable inputs include:
◦Time to expiry: 0.8 years
◦Volatility: 110 %
◦Risk free rate of return: 3.7 %
23
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
•The fair values of the Liberty Warrants and Liberty Advisory Fee Warrant have been estimated using the Black-Scholes model. Significant unobservable inputs include:
◦Time to expiry: 0.9 years
◦Volatility: 110.0 %
◦Risk free rate of return: 3.7 %
•The fair value of the Sponsor Earnout has been estimated using the Monte Carlo model. Significant unobservable inputs include:
◦Time to expiry: 0.8 years
◦Volatility: 110 %
◦Risk free rate of return: 3.7 %
•The fair values of the Secured Convertible Notes is determined by using the “with” method. At each measurement date we valued the Secured Convertible Notes with the conversion option. The difference between the aggregate fair value of the Secured Convertible Notes and the unpaid principal balance was $112.6 million at March 31, 2026. Inputs used for the fair value measurement include:
◦Credit spread: 26.08 % to 38.58 %
◦Volatility: 80 %
◦Risk free rate of return: 3.8 %
Changes in the fair value of Level 3 assets during the three months ended March 31, 2025 were as follows:
| OS warrants | ||||||||||||||||||||
| At December 31, 2024 | $ | |||||||||||||||||||
Remeasurement gain/(loss)(1) | ||||||||||||||||||||
| Foreign currency translation adjustment | $ | |||||||||||||||||||
| At March 31, 2025 | $ | |||||||||||||||||||
(1) Recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) as change in fair value of financial instruments for the three months ended March 31, 2025.
The Company's Level 3 warrants expired on December 31, 2025. Accordingly, there was no fair value activity associated with these instruments during the three months ended March 31, 2026.
24
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
Changes in the fair value of Level 3 liabilities during the three months ended March 31, 2026 and 2025 were as follows:
| Liberty Warrants and Liberty Advisory Fee Warrant | PIPE Warrant | Sponsor Earnout | Secured Convertible Notes | ||||||||||||||||||||
| At December 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||
| Interest payments | ( | ||||||||||||||||||||||
Remeasurement (gain)/loss(1) | |||||||||||||||||||||||
| At March 31, 2025 | $ | $ | $ | ||||||||||||||||||||
| At December 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| Interest payments | ( | ||||||||||||||||||||||
Remeasurement (gain)/loss(1) | |||||||||||||||||||||||
| At March 31, 2026 | $ | $ | $ | $ | |||||||||||||||||||
(1) Recognized in Change in fair value of financial instruments of the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) as change in fair value of financial instruments for the three months ended March 31, 2026 and 2025, respectively.
There were no transfers between Level 1 and Level 2 during the three months ended March 31, 2026 or 2025. On January 1, 2026, the Company changed its method of accounting for the Company’s OS investment from the equity method of accounting to the fair value through net income method. Upon this change, the Company recorded an initial gain of $5.3 million. For the three months ended March 31, 2026, the Company recorded a subsequent unrealized loss of $1.5 million due to fair value adjustments, resulting in a net gain of $3.8 million recognized within “Changes in fair value of financial instruments” in the Company’s Condensed Consolidated Statement of Operations and Comprehensive Income (Loss).
14. Related Parties
See description of transactions with Cantor Fitzgerald & Co. (“CF&Co.”) and Liberty Investment as part of the Merger Transaction described in Note 4. (Reverse Recapitalization) of our 2025 Annual Report. Also see the description of the transactions involving CF&Co. described in Note 1 (Nature of the Business and Basis of Presentation) of this Report.
During the three months ended March 31, 2026, and March 31, 2025, respectively, the Company made no 0.6 million and $0.4 million owed to OS and included in Accounts payable at March 31, 2026 and at December 31, 2025, respectively.
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SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
15. Secured Convertible Notes
Secured Convertible Notes as of March 31, 2026 and December 31, 2025 were as follows:
| March 31, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Secured Convertible Notes | $ | $ | |||||||||
On April 12, 2024, the Company, Nettar and Acquiom Agency Services LLC (the “Holder Representative”) entered into that certain Note Purchase Agreement (the “Note Purchase Agreement”) with Tether Investments Limited, (the “Purchaser”), pursuant to which Nettar agreed to issue $30.0 million in aggregate principal amount of floating rate secured convertible promissory notes (the “Secured Convertible Notes”) to the Purchaser. The net proceeds from the issuance of the Secured Convertible Notes, after deducting transaction fees and other debt issuance costs, was approximately $27.6 million. The Secured Convertible Notes initially bear interest at a rate of SOFR plus 6.50 % per annum (10.14 % as of March 31, 2026), subject to an additional 4.0 % per annum if certain events of default occur and are continuing (“Contingent Interest Feature”). The Secured Convertible Notes are guaranteed by the Company and each of the Company’s material subsidiaries (other than Nettar), and are secured by substantially all of the Company’s and its subsidiaries’ assets (including all of its intellectual property). Nettar may issue additional Secured Convertible Notes under the terms thereof, provided the aggregate principal outstanding amount does not exceed $50.0 million.
The Secured Convertible Notes are convertible into shares of the Company’s Class A common stock at an initial conversion price of $1.20 (or 833.33 shares of Class A common stock per $1,000 principal amount of Secured Convertible Notes) (“Conversion Feature”), subject to customary anti-dilution adjustments.
Unless this Note has been previously settled or converted in accordance with the other features mentioned within the agreement, the entire outstanding principal balance and all unpaid accrued interest shall become fully due and payable on the Maturity Date of April 12, 2028.
In the event of an asset sale by the Company (outside the ordinary course of business) or an insurance or condemnation event that results in net proceeds to the Company in excess of $2.0 million Nettar will be required to offer to prepay the Secured Convertible Notes up to the amount of such proceeds at par (unless such proceeds are used to purchase comparable assets within six months). In the event the Secured Convertible Notes are accelerated as a result of an event of default, Nettar must pay a pre-payment penalty equal to 5 % of the greater of (i) the outstanding principal amount and (ii) the then-prevailing conversion value. In connection with a change of control of the Company (including delisting of the Company’s Class A common stock), the holder has the right to require the Company to repurchase the Secured Convertible Notes for cash at a price equal to the greater of (i) 105 % of the redemption value of the Secured Convertible Notes or (ii) 105 % of the then-prevailing conversion value, plus accrued but unpaid interest thereon, as well as any other amounts owed (the “Put Price”). Nettar also has the right to repurchase or force-convert the Secured Convertible Notes in connection with a full acquisition of the Company at the Put Price.
The Secured Convertible Notes contain certain restrictive covenants, including restrictions on (i) incurring indebtedness, subject to certain exceptions, (including the ability to issue additional Secured Convertible Notes; provided the aggregate principal outstanding amount does not exceed $50.0 million), (ii) creating certain liens, subject to certain exceptions, (iii) the payment of dividends or other restricted payments, (iv) the sale, transfer or otherwise conveyance of certain assets, subject to asset sale pre-payment described above, and (v) affiliate transactions.
In connection with the offering of the Secured Convertible Notes, the Company also entered into 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.
Fair Value Option
The Company chose to record the Secured Convertible Notes using the fair value option whereby the Secured Convertible Notes are valued as one instrument. If this election had not been made, the Company would have been required to bifurcate the Conversion Feature and the Contingent Interest Feature of the notes as separate derivatives. The Company elected the fair value option in order to account for the Notes as one instrument to better reflect the way that the Company views the
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SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
financial instrument. As a result of electing the fair value option, interest on the Secured Convertible Notes is included in the Change in fair value of financial instruments on the Statement of Operations and Comprehensive Loss and debt issuance costs were recorded as expense in the current period rather than being deferred and recorded as expense over the life of the Secured Convertible Notes. The carrying value of Secured Convertible notes at March 31, 2026 and December 31, 2025 includes accrued interest of $0.1 million and $0.9 million, respectively.
April 2026 Partial Note Conversion
In April 2026, the Purchaser initiated a $6.0 million conversion of principal under the Secured Convertible Notes into 5.0 million shares of Class A common stock.
16. Commitments and Contingencies
Contingencies
We may be named from time to time as a party to lawsuits arising in the ordinary course of business related to its sales, marketing, and the provision of its services and equipment. Litigation and contingency accruals are based on our assessment, including advice of legal counsel, regarding the expected outcome of litigation or other dispute resolution proceedings. If we determine that an unfavorable outcome is probable and can be reasonably assessed, we establish the necessary accruals. As of March 31, 2026 and December 31, 2025, we are not aware of any contingent liabilities that should be reflected in the Condensed Consolidated Financial Statements.
Launch Services
The Company has purchased commitments for future satellite launch services to be performed by third parties subsequent to March 31, 2026. Future purchase commitments under noncancelable launch service contracts as of March 31, 2026 for the year ending December 31, 2026 consisted of approximately $8.4 million and total commitments are $10.3 million through 2028.
Off-Balance Sheet Letters of Credit
As of March 31, 2026 the Company had outstanding letters of credit totaling approximately $7.9 million issued to various beneficiaries to guarantee performance/contractual obligations. These letters of credit are primarily denominated in euros and U.S. dollars. As of March 31, 2026, no amounts have been drawn against these letters of credit, and the Company believes the likelihood of a material draw is remote.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and notes to those statements included in this Report. This discussion contains forward-looking statements that involve risks and uncertainties. In addition to historical information, the following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Please see “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this Report.
Company Overview
Satellogic’s mission is to democratize access to geospatial data through its information platform of high-resolution images to help solve the world’s most pressing problems including climate change, energy supply, and food security. Using its patented Earth imaging technology, Satellogic seeks to unlock the power of EO to deliver high-quality, planetary insights at unparalleled value. With more than a decade of experience in space and over 150 years of flight heritage, Satellogic has proven technology and a strong track record of delivering satellites to orbit and high-resolution data to customers at the right price point. We believe our unmatched capacity and scale, our cost leadership and technical superiority, and our non-ITAR (International Traffic in Arms Regulations) design provides us with key competitive advantages.
Founded in 2010 by Emiliano Kargieman and Gerardo Richarte, Satellogic is a vertically integrated Earth observation company that designs, manufactures, and operates satellite systems, delivering decision-grade insights at scale to government and commercial customers. Through an end-to-end production and operations model, Satellogic provides governments with flexible options across their journey toward sovereign Earth observation. From access to high-frequency imagery and managed space systems to full satellite ownership, to supporting autonomous data availability and long-term technological independence.
This integrated approach enables Satellogic to deploy satellites on predictable timelines and operate with capacity to support persistent coverage across large portfolios of sites. Satellogic enables continuous monitoring and alert-driven workflows that help defense and intelligence (“D&I”) agencies, civil governments, and commercial operators move from reactive tasking to proactive decision-making, providing mission-critical data when it is needed.
Unmatched Capacity and Scale
Today’s EO data market is supply-constrained with customers demanding more data at lower costs. With 18 satellites in orbit including 16 operational satellites, one satellite in commissioning and one for testing as of March 31, 2026, we have one of the largest high-resolution constellations commercially available with the ability to significantly leverage existing, in-orbit capabilities as capacity and cost champions.
Radical Cost Leadership and Technical Superiority
We produce and launch our satellites for a fraction of the cost of our competitors, which is achieved through our vertical integration, in-house manufacturing and an AI-First design philosophy optimized for low mass and rapid production. 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 located in a free-trade zone in Montevideo, Uruguay. Additionally, our patent-protected camera design allows us to capture approximately 10x more imagery than our competitors. Our superior capture capacity, coupled with our radical cost leadership, results in industry-leading unit economics. When taken together with the resolution and frequency we are able to deliver, we believe Satellogic is uniquely positioned to drive a meaningful expansion of today’s EO market with persistent monitoring and actionable data.
Non-ITAR Design
We are a U.S.-incorporated company operating without the heavy burden of export controls based on our non-ITAR design and our principal manufacturing location in Montevideo, Uruguay. This allows us to provide unique, disruptively-priced sovereign and defense solutions rapidly with technology and knowledge transfer resulting in local manufacturing capabilities and in-orbit flight heritage.
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Our Strategy
Our strategy is focused along two distinct business lines: Data & Analytics (including tasking and archived data, Aleph Observer and Constellation as a Service “CaaS”), and Space Systems. These two business lines will allow us to serve the existing EO market and begin to democratize access to a host of new EO customers.
We expect that the Data & Analytics business will continue to represent our most predictable revenue stream, and we anticipate that it will be a primary driver of the business going forward alongside Space Systems.
Our newest product, Aleph Observer, represents a shift in how Earth observation is procured and used. Rather than relying on episodic tasking and best-effort imagery delivery, it enables ongoing monitoring of hundreds of sites daily in a customer’s area of interest, with predictable delivery over time. This allows teams to detect and assess change without repeated tasking, helping reduce operational friction and increase confidence in what was observed and what was not. Aleph Observer will also be a foundational platform within our Data & Analytics business as Merlin, our AI-First constellation, comes online unlocking the ability to go from monitoring hundreds of sites to an unlimited number, potentially millions of sites daily in very high-resolution, constituting a true AI-powered platform for persistent geospatial intelligence at a global scale. By featuring built-in analytics, the Aleph Observer platform allows users to quickly evaluate large volumes of catalogued imagery, triage and summarize changes over time, prioritize analysts’ workflows and create a historical record and an essential training ground for AI models to power the next generation of geospatial intelligence. We believe this evolution will enable government and defense customers to shift from reactive monitoring to proactive intelligence in identifying emerging threats, while simultaneously providing commercial enterprises with a scalable, cost-effective foundational data layer that replaces traditional, comparatively expensive alternative data sources.
Merlin, our AI-First constellation, is expected to launch its first satellite in the fourth quarter of 2026, and be fully operational in the first half of 2027. With Merlin, which is fully funded by existing customer contracts, we expect to leverage AI-powered, on-orbit analytics to deliver near real-time alerts and, through inter-satellite links, task the rest of our constellation to deliver a completely integrated, very high-resolution global broad area monitoring to enterprise and national security customers. In particular, we expect government and D&I customers of our Aleph Observer site monitoring product to be able to extend their monitoring capacity from hundreds of sites per day to an unlimited number of sites, completing the shift from reactive monitoring to proactive intelligence, enabling the identification of emerging threats and anticipating future events, while enterprise customers will be provided foundational data intelligence for their specific use cases where alternative sources of data are currently being used that are difficult to scale and comparatively expensive.
As the capacity and cost champions for high-resolution imagery, we offer our customers flexible monitoring and multiple captures per day at low latency. Supported by patented intellectual property and vertical integration, we believe our integrated data & analytics service represents a disruptive solution driven by radical unit economics that creates a considerable competitive moat. With the capabilities and capacity we have in orbit today, we can support a growing number of customers around the world.
Our Space Systems business offers unique solutions to sovereign customers or local partners with their own EO capabilities and in-orbit flight heritage at a disruptive price by leveraging our vertical integration and non-ITAR design. With rapid technology and knowledge transfer, as quickly as three to five months, our customers own, assemble and integrate their own satellites with operational support provided by us in their local AIT (Assembly Integration and Test) facility. We anticipate our Data & Analytics line of business will augment the capabilities of many of the Space Systems customers.
Recent Developments
Sale of In-Orbit Satellites
On April 30, 2026, the Company announced an agreement valued at $12 million with a sovereign defense customer to deliver a commissioned, in-orbit NewSat satellite from its operational Aleph-1 constellation. The agreement encompasses the sale and full transfer of ownership and operations of the satellite to the customer, along with comprehensive support to develop independent capabilities to command the satellite and to process and use its data for military and civilian applications.
On January 27, 2026, the Company completed the sale of NewSat-34, a legacy Mark IV-g satellite already in orbit, to High Earth Orbit Robotics Pty Ltd. (“HEO”). This transaction represents the first time the Company has sold a legacy, in-orbit satellite through its Sovereignty Government Program.
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Appointment of Strategic Advisor
On March 25, 2026 the Company announced that Vice Admiral (VADM) Frank D. Whitworth III, USN (Ret.) has joined the company as a Strategic Advisor.
VADM Whitworth brings decades of leadership across the U.S. defense and intelligence communities. Most recently, he served as the eighth Director of the National Geospatial-Intelligence Agency (NGA) from June 2022 until his retirement in late 2025, where he led the delivery of geospatial intelligence to support national security operations worldwide. Notably, he oversaw the maturation of NGA Maven, the Department of Defense’s primary initiative for operationalizing AI and machine learning, transitioning the program from an experimental framework into a critical operational capability that significantly increased the speed and scale of intelligence analysis.
In his role as Strategic Advisor, VADM Whitworth will advise Satellogic on strategic engagement with global customers, the development of the Company’s product and technology roadmap, and the integration of high-frequency Earth Observation into modern intelligence architectures.
ATM Financing Facility
On January 26, 2026, the Company decreased the amount of Class A common stock available under its then current at-the-market program to $0.00 (the “Prior ATM Program”). On March 30, 2026, the Company entered into a new Sales Agreement by and among CF&Co., Craig-Hallum Capital Group LLC, Northland Securities, Inc. and Roth Capital Partners, LLC, as sales agents (the “Sales Agreement”), under which the Company may offer and sell shares of its Class A common stock having an aggregate offering price of up to $50.0 million from time to time (the “Current ATM Program” and, together with the Prior ATM Program, the “ATM Program”).
Registered Direct Offering
On January 26, 2026, the Company entered into a share purchase agreement with certain institutional purchasers, pursuant to which the Company agreed to issue and sell in a registered direct offering (the “Registered Direct Offering”) 7,399,578 shares of the Company’s Class A common stock, par value $0.0001 per share, at an offering price of $4.73 per share.
The gross proceeds to the Company from the offering were approximately $35 million, before deducting placement agent fees and estimated offering expenses payable by the Company. The offering closed on January 27, 2026.
Key Factors Affecting Operating Results
We believe our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges. Although our industry is highly competitive, we believe that we have advantages that revolve around unit economics, design and technology, a vertically integrated structure, and an efficient build-to-launch cycle. Our success in marketing these advantages to win new customers and convert our pipeline of potential contracts into revenue will largely determine the extent of our financial success.
More specifically, we believe some of our key opportunities include the continued adoption of our high-resolution EO images, primarily with D&I customers within the U.S. government and allied countries. Additionally, the increase in market adoption of next generation high resolution space system (satellite) sales can also positively impact the future performance of our business. However, long and complex sales cycles, which typically accompany government and satellite program sales transactions, can impact our performance. Furthermore, as we are dependent on a small number of customers for a large portion of our revenue, the loss of one or more of our major customers could have a material adverse effect on our business, financial condition, and results of operations.
We are currently an early-stage company that has not demonstrated a sustained ability to generate sufficient revenue from our expected future principal business. While our revenues have increased each year, we have historically generated insufficient revenues to sustain the business and have relied on outside financing, both debt and equity, to supplement the cash flows generated from our operations. To grow our business, we have to continue to improve our technology and regularly launch new and improved satellites, which require capital. Sustained and repeat business, along with securing new debt and equity capital, are critical for our ongoing success.
In addition, we believe the Domestication provides greater visibility to investors and customers, particularly as we pursue U.S. government D&I-related contracts, and our success in leveraging this structure change will also be a key factor
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in our future operating results. However, there can be no assurance that the Domestication will allow us to successfully obtain such contracts or resolve other risks related to competing for government contracts.
Key Components of Results of Operations
The following briefly describes the components of revenue and expenses as presented in our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
We are an early-stage revenue company with limited commercial operations, and our activities to date have been conducted in South America, Asia, Europe and North America. Currently, we conduct business through one operating segment. The Condensed Consolidated Financial Statements as of March 31, 2026 and December 31, 2025, and for the three months then ended (the “Condensed Consolidated Financial Statements”) have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC.
The Condensed Consolidated Financial Statements include our accounts and those of our wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Condensed Consolidated Financial Statements are presented in United States thousands of dollars (hereinafter “U.S. dollars” or “$”), unless stated otherwise.
Revenue
Revenue is currently derived from our Data & Analytics and Space Systems business lines. We sell our imagery to Data & Analytics customers as a single task and recognize revenue at a point-in-time, while we enter into arrangements with CaaS customers that provide a stand-ready commitment and recognize revenue over time. For our Space Systems business lines, we sell our satellites and related products directly to customers and typically recognize revenue at a point in time.
Cost of revenue, exclusive of depreciation
Cost of revenue includes direct costs related to ground stations, cloud and infrastructure costs and digital image processing. Additionally, the cost of revenue related to sales of our satellites primarily includes bill of materials, launch costs, personnel costs, insurance, and other costs associated with the manufacturing of the satellite. For in-orbit satellite sales, cost of revenue represents the net book value of assets reclassified from property, plant, and equipment.
Selling, general and administrative expenses
Selling, general and administrative expenses consist of the costs related to salaries, wages and other benefits, professional fees and stock-based compensation expense related to our selling and back-office functions. Also included in general and administrative expenses are expense for estimated credit losses on accounts receivable and other administrative expenses.
Engineering
Engineering includes research and development expenses, and consists of the costs related to salaries, wages and other benefits, professional fees, stock-based compensation expense and other engineering-related expenses.
Depreciation expense
Depreciation expense includes depreciation of satellites and other property and equipment.
Interest income, net
Interest income, net is primarily comprised of interest earned on our Cash and Cash Equivalents, partially offset by interest expense. Interest expense on the Secured Convertible Notes recognized at fair value is included in Change in fair value of financial instruments.
Change in fair value of financial instruments
Our Secured Convertible Notes, warrant liabilities, earnout liabilities and OS investments are subject to remeasurement to fair value at each balance sheet date. Changes in the fair value of these liabilities are recorded to Change in fair value of financial instruments in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Since our Secured Convertible Notes are valued utilizing the fair value option, interest expense on the Secured Convertible Notes is also included.
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Other (expense) income, net
Other (expense) income, net consists mainly of differences related to foreign exchange gains and losses as well as gains and losses on disposal of property and equipment.
Income tax expense
As a corporation domiciled in Delaware, we are subject to taxation in the U.S. We may also be subject to withholding taxes paid at source on interest, dividends received and paid in the various jurisdictions in which we operate, other fixed, annual, determinable or periodic income, and/or income earned in other jurisdictions where we have operations. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities where we operate. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where we operate and generate taxable income. Deferred income tax is provided using the liability method on temporary differences between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted. The OBBBA makes significant tax law changes and modifications, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and the restoration of favorable tax treatment for certain business provisions, including allowing accelerated tax deductions for qualified property and equipment expenditures and the business interest expense limitation. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company continues to assess the potential impacts on its condensed consolidated financial position, results of operations and cash flows.
Results of Operations
Comparison of Results for the three months ended March 31, 2026 and 2025
The following table summarizes our results of operations for the three months ended March 31, 2026 and 2025.
| (in thousands of US dollars) | Three Months Ended March 31, | 2026 vs 2025 | |||||||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenue | $ | 6,107 | $ | 3,387 | $ | 2,720 | 80 | % | |||||||||||||||
| Costs and expenses | |||||||||||||||||||||||
| Cost of revenue, exclusive of depreciation shown separately below | 1,451 | 1,237 | 214 | 17 | % | ||||||||||||||||||
| Engineering | 3,080 | 2,493 | 587 | 24 | % | ||||||||||||||||||
| Selling, general and administrative | 6,545 | 6,485 | 60 | 1 | % | ||||||||||||||||||
| Depreciation expense | 1,392 | 2,687 | (1,295) | (48) | % | ||||||||||||||||||
| Total costs and expenses | 12,468 | 12,902 | (434) | (3) | % | ||||||||||||||||||
| Operating loss | (6,361) | (9,515) | 3,154 | (33) | % | ||||||||||||||||||
| Other income (expense), net | |||||||||||||||||||||||
| Interest income, net | 957 | 177 | 780 | 441 | % | ||||||||||||||||||
| Change in fair value of financial instruments | (113,011) | (22,361) | (90,650) | 405 | % | ||||||||||||||||||
| Other income (expense), net | 153 | (167) | 320 | (192) | % | ||||||||||||||||||
| Total other income (expense), net | (111,901) | (22,351) | (89,550) | 401 | % | ||||||||||||||||||
| Income (loss) before income tax | (118,262) | (31,866) | (86,396) | 271 | % | ||||||||||||||||||
| Income tax expense | (40) | (715) | 675 | (94) | % | ||||||||||||||||||
| Net income (loss) | $ | (118,302) | $ | (32,581) | $ | (85,721) | 263 | % | |||||||||||||||
Revenue
During the three months ended March 31, 2026, revenue increased by $2.7 million, or 80% to $6.1 million from $3.4 million for the three months ended March 31, 2025, driven primarily by a $1.6 million increase in imagery ordered by new and existing Data & Analytics customers and a $1.1 million increase in revenue generated from the Space Systems
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business line. Revenue for the three months ended March 31, 2026 included $4.6 million attributable to our Data & Analytics line of business and $1.5 million attributable to our Space Systems line of business compared to $3.0 million and $0.4 million, respectively, in the prior year.
Cost of revenue, exclusive of depreciation
Cost of sales, exclusive of depreciation, increased $0.2 million, or 17%, to $1.5 million for the three months ended March 31, 2026 from $1.2 million for the three months ended March 31, 2025. The increase was driven primarily by higher ground station costs.
Engineering expenses
| Three Months Ended March 31, | 2026 vs 2025 | ||||||||||||||||||||||
| (in thousands of U.S. dollars) | 2026 | 2025 | Change | % Change | |||||||||||||||||||
| Engineering | |||||||||||||||||||||||
| Salaries, wages, and other benefits | $ | 1,939 | $ | 1,876 | $ | 63 | 3 | % | |||||||||||||||
| Stock-based compensation | 130 | 61 | 69 | 113 | % | ||||||||||||||||||
| Professional fees | 194 | 65 | 129 | 198 | % | ||||||||||||||||||
| Software expenses | 170 | 14 | 156 | 1,114 | % | ||||||||||||||||||
| Other | 647 | 477 | 170 | 36 | % | ||||||||||||||||||
| Total | $ | 3,080 | $ | 2,493 | $ | 587 | 24 | % | |||||||||||||||
Engineering expenses increased $0.6 million, or 24%, to $3.1 million for the three months ended March 31, 2026 from $2.5 million for the three months ended March 31, 2025. The increase was driven primarily by an increase in software expenses, professional fees, and employee compensation including stock-based compensation. Stock-based compensation increased primarily from a broadened pool of employees receiving stock-based compensation in 2025.
Selling, general and administrative expenses
| Three Months Ended March 31, | 2026 vs 2025 | ||||||||||||||||||||||
| (in thousands of U.S. dollars) | 2026 | 2025 | $ Change | % Change | |||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Professional fees | 976 | 1,795 | (819) | (46) | % | ||||||||||||||||||
| Stock-based compensation | 605 | 533 | 72 | 14 | % | ||||||||||||||||||
| Salaries, wages, and other benefits | 2,658 | 2,142 | 516 | 24 | % | ||||||||||||||||||
| Expense (income) from estimated credit losses on accounts receivable, net of recoveries | (32) | — | (32) | — | % | ||||||||||||||||||
| Insurance | 245 | 322 | (77) | (24) | % | ||||||||||||||||||
| Software expenses | 1,283 | 1,272 | 11 | 1 | % | ||||||||||||||||||
| Other selling and administrative expenses | 810 | 421 | 389 | 92 | % | ||||||||||||||||||
| Total | $ | 6,545 | $ | 6,485 | $ | 60 | 1 | % | |||||||||||||||
Selling, general and administrative expenses increased $0.1 million, or 1%, to $6.5 million during the three months ended March 31, 2026, from $6.5 million for the three months ended March 31, 2025. The increase was driven primarily by an increase in salaries, wages, and other benefits as a result of the Company increasing its workforce as the Company anticipates growth in 2026, increased stock-based compensation due to a broadened pool of employees receiving stock-based compensation, and an increase in other selling and administrative expenses. These increases were partially offset by a $0.8 million decrease in professional fees consisting mainly of legal fees incurred for the U.S. domestication in the three months ended March 31, 2025 and increased stock-based compensation forfeitures.
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Depreciation expense
Depreciation expense decreased by $1.3 million, or 48%, to $1.4 million for the three months ended March 31, 2026, as compared to $2.7 million for the three months ended March 31, 2025. The decrease was due primarily to a reduction in the number of satellites with depreciable useful lives.
Interest income, net
Interest income, net increased $0.8 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase was due to increased cash and cash equivalents following the Company’s equity raises in the fourth quarter of 2025 and the first quarter of 2026.
Change in fair value of financial instruments
The negative change in fair value of financial instruments of $90.7 million was related to net losses on our financial instruments of $113.0 million for the three months ended March 31, 2026, compared to net losses of $22.4 million for the three months ended March 31, 2025. The change was primarily driven by the remeasurement of the fair value of the Secured Convertible Notes, warrant, and earnout liabilities, which were impacted by the increases in our Class A common stock trading price during the three months ended March 31, 2026. This increase in our stock price was more significant in the three months ended March 31, 2026, compared to the same period in 2025.
Other income (expense), net
Other income (expense), net increased $0.3 million, or 192%, to $0.2 million of income for the three months ended March 31, 2026, compared to $0.2 million of expense for the three months ended March 31, 2025. The net increase in income was driven primarily by foreign currency exchange net gains for the three months ended March 31, 2026 compared to foreign currency exchange net losses in the three months ended March 31, 2025.
Income tax expense
Income tax expense decreased by $0.7 million, or 94%, to an expense of $40 thousand for the three months ended March 31, 2026, from expense of $0.7 million for the three months ended March 31, 2025. The decrease was driven primarily by lower expense related to unrecognized tax benefits. The associated liability was fully accrued in a prior period. Also contributing to the decrease was a reserve recorded on a tax receivable in Argentina in the three months ended March 31, 2025 that did not recur in the current period.
Non-GAAP Financial Measures
To supplement our Condensed Consolidated Financial Statements, which are prepared and presented in accordance with U.S. GAAP, we use the following non-GAAP measures: EBITDA; Adjusted EBITDA; and Free Cash Flow. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP.
We define Non-GAAP EBITDA as net loss excluding interest income, net, income taxes, depreciation and amortization. Interest income, net is interest income less interest expense. We did not incur amortization expense during the three months ended March 31, 2026 and 2025.
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.
We define Non-GAAP Free Cash Flow as net cash used in operating activities less payments for capital expenditures.
We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We believe these measures provide analysts, investors and management with helpful information regarding the underlying operating performance of our business, as they provide meaningful supplemental information regarding our performance and liquidity by removing the impact of items that we believe are not
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reflective of our underlying operating performance. The non-GAAP measures are used by us to evaluate our core operating performance and liquidity on a comparable basis and to make strategic decisions. The non-GAAP measures also facilitate company-to-company operating performance comparisons by backing out potential differences caused by variations such as capital structures, taxation, depreciation, capital expenditures and other non-cash items (i.e., embedded derivatives, debt extinguishment and stock-based compensation) which may vary for different companies for reasons unrelated to operating performance. However, different companies may define these terms differently and accordingly comparisons might not be accurate. There are a number of limitations related to the use of non-GAAP financial measures. We compensate for these limitations by providing specific information regarding the U.S. GAAP amounts excluded from these non-GAAP financial measures, and evaluating these non-GAAP financial measures together with their relevant financial measures in accordance with U.S. GAAP. Non-GAAP measures such as EBITDA, Adjusted EBITDA and Free Cash Flow are not intended to be a substitute for any U.S. GAAP financial measure.
As of January 1, 2026, we updated our methodology to exclude interest income from EBITDA and Adjusted EBITDA. This change aligns our reporting with industry peers and better serves our goal of providing useful information regarding our operating performance by ensuring that non-operating income and losses are excluded from our Non-GAAP profitability measures. The prior period has been recast using the updated methodology.
The following presents our non-GAAP financial measures, along with the most comparable GAAP metric:
| Three Months Ended March 31, | |||||||||||
| (in thousands of U.S. dollars) | 2026 | 2025 | |||||||||
| Net income (loss) available to stockholders | $ | (118,302) | $ | (32,581) | |||||||
| EBITDA (non-GAAP) | (117,827) | (29,356) | |||||||||
| Adjusted EBITDA (non-GAAP) | (4,234) | (6,233) | |||||||||
| Net cash provided by (used in) operating activities | 158 | (4,722) | |||||||||
| Free Cash Flow (non-GAAP) | (5,392) | (6,635) | |||||||||
Non-GAAP Financial Measure Reconciliations
The following table presents a reconciliation of Non-GAAP EBITDA and Non-GAAP Adjusted EBITDA to our net loss for the periods indicated.
| Three Months Ended March 31, | |||||||||||
| (in thousands of U.S. dollars) | 2026 | 2025 | |||||||||
| Net income (loss) available to stockholders | $ | (118,302) | $ | (32,581) | |||||||
Interest income, net | (957) | (177) | |||||||||
| Income tax expense | 40 | 715 | |||||||||
| Depreciation | 1,392 | 2,687 | |||||||||
| Non-GAAP EBITDA | $ | (117,827) | $ | (29,356) | |||||||
| Change in fair value of financial instruments | 113,011 | 22,361 | |||||||||
Other expense (income), net (1) | (153) | 167 | |||||||||
| Stock-based compensation | 735 | 595 | |||||||||
| Non-GAAP Adjusted EBITDA | $ | (4,234) | $ | (6,233) | |||||||
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(1) Other expense (income), net includes foreign exchange gain or loss and other non-operating income and expenses not considered indicative of our ongoing operational performance.
The following table presents a reconciliation of Non-GAAP Free Cash Flow to cash flows used in operating activities for the periods indicated.
| Three Months Ended March 31, | |||||||||||
| (in thousands of U.S. dollars) | 2026 | 2025 | |||||||||
| Net cash provided by (used in) operating activities | $ | 158 | $ | (4,722) | |||||||
| Less purchases of property and equipment | (5,550) | (1,913) | |||||||||
| Non-GAAP Free Cash Flow | $ | (5,392) | $ | (6,635) | |||||||
Liquidity and Capital Resources
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, 2026, we had $121.9 million in cash and cash equivalents on hand and total Secured Convertible Note principal and accrued interest outstanding of $30.1 million.
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, 2026, we had an accumulated deficit of $523.2 million, and for the three months ended March 31, 2026, we had net cash provided by operating activities of $0.2 million.
We continue to focus on cost and spending control measures, including a disciplined approach to growth in our workforce to preserve liquidity.
On April 12, 2024, the Company, Nettar, and Holder Representative entered into the Note Purchase Agreement with the Purchaser, pursuant to which Nettar agreed to issue the Secured Convertible Notes in the aggregate principal amount of $30.0 million to the Purchaser. The net proceeds from the issuance of the Secured Convertible Notes, after deducting transaction fees and other debt issuance costs, was approximately $27.6 million. The Secured Convertible Notes initially bear interest at a rate of SOFR plus 6.50% per annum, subject to an additional 4.0% per annum if certain events of default occur and are continuing. The Secured Convertible Notes are guaranteed by the Company and each of the Company’s material subsidiaries (other than Nettar), and are secured by substantially all of the Company’s and its subsidiaries’ assets (including all of its intellectual property). Nettar may issue additional Secured Convertible Notes under the terms thereof, provided the aggregate principal outstanding amount does not exceed $50.0 million. The Secured Convertible Notes mature on April 12, 2028.
The Secured Convertible Notes contain certain restrictive covenants, including restrictions on (i) incurring indebtedness, subject to certain exceptions (including the ability to issue additional Secured Convertible Notes; provided the aggregate principal outstanding amount does not exceed $50.0 million), (ii) creating certain liens, subject to certain exceptions, (iii) the payment of dividends or other restricted payments, (iv) the sale, transfer or otherwise conveyance of certain assets, subject to asset sale pre-payment described above, and (v) affiliate transactions.
In connection with the offering of the Secured Convertible Notes, the Company also entered into 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.
On April 15, 2025, the Company entered into the Securities Purchase Agreement with the purchaser party thereto, pursuant to which the Company agreed to issue and sell in a registered direct offering, 6,451,612 shares of the 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.
On October 15, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with CF&Co., as representative of the underwriters named therein, in connection with an underwritten public offering of
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27,692,308 shares of the Company’s Class A common stock, par value $0.0001 per share, at a public offering price of $3.25 per share.
Under the terms of the Underwriting Agreement, the Company granted the underwriters a 30-day option to purchase up to 4,153,846 additional shares of Class A common stock. The gross proceeds to the Company from the offering are $90 million, before deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. All of the shares were sold by the Company. The offering closed on October 17, 2025.
On January 26, 2026, the Company entered into a share purchase agreement with the purchasers party thereto, pursuant to which the Company agreed to issue and sell in a registered direct offering, 7,399,578 shares of the Company’s Class A common stock, par value $0.0001 per share, at an offering price of $4.73 per share. The gross proceeds to the Company from the offering were approximately $35 million, before deducting the placement agents’ fees and estimated offering expenses payable by the Company. The closing of the offering occurred on January 27, 2026.
On March 30, 2026, the Company entered into the Sales Agreement pursuant to which the Company may offer and sell, from time to time, through the sales agents, shares of its Class A common stock, par value $0.0001 per share, having an aggregate offering amount of up to $50.0 million. We expect to use the net proceeds from the ATM Program for general corporate purposes.
As of March 31, 2026, the Company had outstanding letters of credit totaling approximately $7.9 million issued to various beneficiaries to guarantee performance/contractual obligations. These letters of credit are primarily denominated in euros and U.S. dollars. As of March 31, 2026, no amounts have been drawn against these letters of credit, and the Company believes the likelihood of a material draw is remote.
Currently, we primarily rely on our existing cash and cash equivalents balances to fund our business, including capital expenditures, working capital requirements, and anticipated interest payments. Our current and future revenue depends primarily on our ability to: (i) utilize our available satellite capacity with new and existing customers and (ii) enter into new commercial relationships with new customers. There can be no assurance that we will attain positive cash flow from operations. We have experienced, and may continue to experience, negative cash flows, and if we continue to experience negative cash flows, our existing cash and cash equivalents balances may be reduced, and we may be required to reduce capital expenditures, or make other changes to our operating structure, all of which could have a material adverse effect on our business.
Our future capital requirements may vary materially from those currently planned and our ability to meet those requirements will depend primarily on our ability to generate sufficient revenue to achieve profitability. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing.
Additionally, we are an early-stage growth company and subject to a number of risks associated with emerging, technology-oriented companies with a limited operating history, including, but not limited to, dependence on key individuals, a developing business model, key customers, initial and continued market acceptance of our services and protection of our proprietary technology. Our sales efforts involve considerable time and expense, and our sales cycle is long and unpredictable. We also have risks from competition from substitute products and services. All of these risks, as well as the risks included in Part I, Item 1A. Risk Factors included in our 2025 Annual Report, could have an adverse impact on our business and financial prospects and cause us to seek additional financing to fund future operations.
Cash Flows Summary
The following table summarizes our cash flow information for the three months ended March 31, 2026 and 2025.
| Three Months Ended March 31, | |||||||||||
| (in thousands of U.S. dollars) | 2026 | 2025 | |||||||||
| Net cash flows: | |||||||||||
| Net cash flows provided by (used in) operating activities | $ | 158 | $ | (4,722) | |||||||
| Net cash flows used in investing activities | (5,550) | (1,913) | |||||||||
| Net cash flows provided by financing activities | 32,503 | 1,684 | |||||||||
| Net change in cash, cash equivalents and restricted cash | $ | 27,111 | $ | (4,951) | |||||||
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Cash Flows Provided by (Used in) Operating Activities
The cash flows provided by (used in) operating activities to date have been primarily comprised of costs and expenses related to development of our products, payroll, fluctuations in accounts payable and other current assets and liabilities. As we continue to expand our commercial operations, we anticipate our cash used in operating activities will remain elevated until we begin to generate material cash flows from the business.
Cash flows used in operating activities are as follows:
| (in thousands of US dollars) | Three Months Ended March 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| Net loss | $ | (118,302) | $ | (32,581) | |||||||
Adjustments for the impact of non-cash items (1) | 114,280 | 24,188 | |||||||||
| Net loss adjusted for the impact of non-cash items | (4,022) | (8,393) | |||||||||
| Changes in assets and liabilities | |||||||||||
Accounts receivable(2) | 5,716 | (21) | |||||||||
Inventories (3) | (270) | — | |||||||||
Prepaid expenses and other current assets(4) | (976) | 830 | |||||||||
Accounts payable(5) | 907 | 569 | |||||||||
Other(6) | (1,197) | 2,293 | |||||||||
Net cash provided by (used in) operating activities | $ | 158 | $ | (4,722) | |||||||
(1)Includes items such as depreciation, changes in the fair value of financial instruments, interest expense, income tax, stock-based compensation expense, expense for estimated credit losses on accounts receivable, changes in foreign currency and others.
(2)The change is primarily due to timing of payments and improved collection of our accounts receivable.
(3) The change is due to inventory purchases for Space Systems satellite builds.
(4) The change is primarily due to timing of prepaid insurance payments.
(5) The change is primarily due to the timing of payments.
(6)The change is primarily due to timing of payments, net of an increase in contract liabilities for new revenue contracts.
Cash Flows Used in Investing Activities
Our cash flows used in investing activities to date have been primarily comprised of purchases of satellite components and other property and equipment. Investing activities have increased substantially as we ramped up satellite production activity and factory development in connection with expanding our production capacity.
Net cash used in investing activities $5.6 million for the three months ended March 31, 2026, increased compared to $1.9 million for the three months ended March 31, 2025. The Company has increased its purchases of equipment as we build our Merlin constellation.
Cash Flows Provided by Financing Activities
Net cash provided by financing activities was $32.5 million for the three months ended March 31, 2026 compared to net cash provided by financing activities of $1.7 million for the three months ended March 31, 2025, which resulted primarily from proceeds from stock issuances under the Registered Direct Offering in the first three months of 2026 compared to the Prior ATM Program and proceeds from exercise of stock options in the three months ended March 31, 2025.
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Debt
Refer to Note 15 (Secured Convertible Notes) to the Condensed Consolidated Financial Statements for a discussion of our debt at March 31, 2026 and December 31, 2025.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of our Condensed Consolidated Financial Statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. The accounting policies that have been identified as critical to our business operations and to understanding the results of our operations pertain to revenue recognition, impairment of assets, fair value of financial instruments, and income taxes. Actual results may differ materially from these estimates under different assumptions and conditions.
Refer to Note 2 Summary of Significant Accounting Policies for updates to our critical accounting policies and estimates during the three months ended March 31, 2026, specifically regarding our revenue recognition policy for satellite sales and the transition to the fair value method of accounting for our equity investment in Officina Stellare. Aside from these updates, the application of each of these critical accounting policies and estimates is discussed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2025 Annual Report.
Emerging Growth Company and Smaller Reporting Company Status
Section 102(b)(1) of the Jobs Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The Jobs Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable.
We are an “emerging growth company” as defined in Section 2(a) of the Securities Act and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. We expect to remain an emerging growth company at least through the end of the 2026 fiscal year and we expect to continue to take advantage of the benefits of the extended transition period, although we may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.
As an emerging growth company, we are not required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, and (ii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis).
We will also rely on certain reduced reporting and other requirements that are otherwise generally applicable to public companies.
We are also a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K, meaning that the market value of our stock held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.
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Recent Accounting Pronouncements
Refer to Note 3 (Accounting Standards Updates) in the Condensed Consolidated Financial Statements included in this Report for more information about recent accounting pronouncements, the timing of their adoption and our assessment, to the extent we have made such an assessment, of their potential impact on our financial condition and our results of operations and cash flows.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer (CEO) and chief financial officer (CFO), as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
As of the end of the period covered by this Report, our CEO and CFO carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2026.
Changes in Internal Control Over Financial Reporting
During the quarter ended March 31, 2026, there have been no changes made to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II
ITEM 1. LEGAL PROCEEDINGS
It is possible that from time to time, we may be subject to various claims, lawsuits, and other legal and administrative proceedings that may arise in the ordinary course of business. Some of these claims, lawsuits, and other proceedings may range in complexity and result in substantial uncertainty; it is possible that they may result in damages, fines, penalties, non-monetary sanctions, or relief. However, we do not believe any claims, lawsuits, or proceedings currently pending, individually or in the aggregate, if adversely determined, would be material to our business or likely to result in a material adverse effect on our business, financial condition, and results of operations.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors we previously disclosed in our 2025 Annual Report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
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Not applicable.
ITEM 5. OTHER INFORMATION
During the quarter ended March 31, 2026, none of our other directors or executive officers adopted terminated
ITEM 6. EXHIBITS
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| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1* | ||||||||
| 32.2* | ||||||||
101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |||||||
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
| * | Filed herewith. | |||||||
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
May 12, 2026
| SATELLOGIC INC. | ||||||||
| By: | /s/ Rick Dunn | |||||||
| Name: | Rick Dunn | |||||||
| Title: | Chief Financial Officer | |||||||
(Principal Financial Officer and | ||||||||
Duly Authorized Officer) | ||||||||
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