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Satellogic Inc.

Satellogic Inc.SATL決算レポート

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Satellogic Inc. is an American company specializing in Earth-observation satellites, founded in 2010 by Emiliano Kargieman and Gerardo Richarte.

What changed in Satellogic Inc.'s 10-K — 2024 vs 2025

Top changes in Satellogic Inc.'s 2025 10-K

402 paragraphs added · 428 removed · 281 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

76 edited+67 added−74 removed38 unchanged
The fast turn-around and the appealing technical characteristics of our satellites paired with their low cost create a valuable alternative for customers looking to increase their in-orbit capacity quickly, or for customers looking to build an inventory of assets to lower response times in the face of emergency. • High frequency remaps.
The fast turn-around and the appealing technical characteristics of our satellites paired with their low cost create a valuable alternative for customers looking to increase their in-orbit capacity quickly, or for customers looking to build an inventory of assets to lower response times in the face of emergency. • High frequency monitoring and remaps.
The Merger resulted in cash proceeds of $168 million, after Transaction expenses and debt repayment, through the contribution of cash held in CF V’s trust account, net of redemptions by CF V’s public stockholders, and a concurrent PIPE offering (“2022 PIPE”) led by SoftBank’s SBLA Advisers Corp. and CF&Co., among other institutional investors, together 7 Table of Contents with the Liberty Investment.
The Merger resulted in cash proceeds of $168 million, after Transaction expenses and debt repayment, through the contribution of cash held in CF V’s trust account, net of redemptions by CF V’s public stockholders, and a concurrent PIPE offering (“2022 PIPE”) led by SoftBank’s SBLA Advisers Corp. and CF&Co., among other institutional investors, together 22 Table of Contents with the Liberty Investment.
Many of these customers tend to buy through large, multi-year contracts and typically through a multi-step, outbound sales cycle. We believe that most of these customers are interested in data that can be delivered with low latency and very high quality across our three lines of business, which we are well positioned to deliver.
Many of these customers tend to buy through large, multi-year contracts and typically through a multi-step, outbound sales cycle. We believe that most of these customers are interested in data that can be delivered with low latency and very high quality across our two lines of business, which we are well positioned to deliver.
Growth Strategies We plan to democratize access to geospatial data by providing planetary insights at what we believe to be the lowest cost in the industry, which we expect will ultimately drive better decision-making across a broad range of industries.
Growth Strategy We plan to democratize access to geospatial data by providing planetary insights at what we believe to be the lowest cost in the industry, which we expect will ultimately drive better decision-making across a broad range of industries.
Our solution to this challenge is centered around our patented and unique camera design that utilizes adaptive optics allowing us to collect approximately 10 times more data from orbit than any of our competitors using a smaller aperture.
Our solution is centered around our patented and unique camera design that utilizes adaptive optics allowing us to collect approximately 10 times more data from orbit than any of our competitors using a smaller aperture.
DoD regarding any appropriate FOCI mitigation arrangement with respect to our U.S.-based subsidiary and (4) conducting routine investigations and reviews relating to compliance with various U.S. laws and regulations, including those associated with organizational conflicts of interest, procurement integrity, bid integrity and claim presentation, among others. 21 Table of Contents Organizational Structure We are a holding company.
DoD regarding any appropriate FOCI mitigation arrangement with respect to our U.S.-based subsidiary and (4) conducting routine investigations and reviews relating to compliance with various U.S. laws and regulations, including those associated with organizational conflicts of interest, procurement integrity, bid integrity and claim presentation, among others. 20 Table of Contents Corporate Organizational Structure We are a holding company.
See Item 7 “ Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” for a discussion of Nettar’s principal capital expenditures for the years ended December 31, 2024 and 2023.
See Item 7 “ Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” for a discussion of Nettar’s principal capital expenditures for the years ended December 31, 2025 and 2024.
As a result, we have been successful in building a strong pipeline for the existing EO market. Our pipeline consists of contracts which are in negotiations or early discussions, and we can offer no assurances that such negotiations or discussions will result in a signed contract or any revenue.
As a result, we have been successful in building a strong pipeline for the existing EO market. Our pipeline consists of contracts which are in negotiations or early discussions, and we can offer no assurances that such negotiations or discussions will result in a 11 Table of Contents signed contract or any revenue.
Such decisions are influenced by the U.S. government’s commitment to multilateral export control regimes, particularly the Missile Technology Control Regime concerning the spaceflight business. Many different types of internal controls and measures are required to ensure compliance with export control regulations.
Such decisions are influenced by the U.S. 19 Table of Contents government’s commitment to multilateral export control regimes, particularly the Missile Technology Control Regime concerning the spaceflight business. Many different types of internal controls and measures are required to ensure compliance with export control regulations.
As a result of obtaining this NOAA 19 Table of Contents operator’s license, we are subject to NOAA’s oversight as we pivot operational control of our satellite constellation to our U.S. personnel and expand our ground station network to include U.S. based ground stations.
As a result of obtaining this NOAA operator’s license, we are subject to NOAA’s oversight as we pivot operational control of our satellite constellation to our U.S. personnel and expand our ground station network to include U.S. based ground stations.
To protect our proprietary rights and technology, we rely on a combination of different types of intellectual property rights including 18 Table of Contents patents, trademarks and trade secrets, as well as confidentiality agreements and license agreements with consultants, vendors and customers.
To protect our proprietary rights and technology, we rely on a combination of different types of intellectual property rights including patents, trademarks and trade secrets, as well as confidentiality agreements and license agreements with consultants, vendors and customers.
ITEM 1. BUSINESS History and Development of the Company We were incorporated under the laws of the BVI on June 29, 2021, solely for the purpose of effectuating the Merger, which was consummated on January 25, 2022. See “Merger Transaction” below for further details of the Merger. The Domestication was consummated on March 26, 2025.
History and Development of the Company We were incorporated under the laws of the BVI on June 29, 2021, solely for the purpose of effectuating the Merger, which was consummated on January 25, 2022. See “Merger Transaction” below for further details of the Merger. The Domestication was consummated on March 26, 2025. See “Domestication” below for further details.
In April 2022, we secured launch capacity for our next 68 launches with SpaceX, via the SpaceX Agreement. At December 31, 2024, we had 46 launch slots remaining and we continue to work with this rideshare launch provider to schedule upcoming satellite launches.
In April 2022, we secured launch capacity for our next 68 launches with SpaceX, via the SpaceX Agreement. At December 31, 2025, we had 42 launch slots remaining and we continue to work with this rideshare launch provider to schedule upcoming satellite launches.
Once these joint operations are complete, the launch service supplier executes the launch and delivers the satellites into the desired orbit, and we begin the regular, in-orbit operations. Ground Station and Cloud Storage Infrastructure We primarily utilize third parties today for ground station, processing, and storage infrastructure.
Once these joint operations are complete, the launch service supplier executes the launch and delivers the satellites into the desired orbit, and we begin the regular, in-orbit operations. 15 Table of Contents Ground Station and Cloud Storage Infrastructure We primarily utilize third parties today for ground station, processing, and storage infrastructure.
We drive technology R&D with the goal of maintaining our high-resolution imaging satellites in a Moore’s law equivalent curve: roughly doubling capacity every 18 months at the same price point. As of the date of this Report, our satellite constellation consists of 22 NewSat satellites in orbit, 20 of which are operational and two are being used for testing.
We drive technology R&D with the goal of maintaining our high-resolution imaging satellites in a Moore’s law equivalent curve: roughly doubling capacity every 18 months at the same price point. As of the date of this Report, our satellite constellation consists of 19 NewSat satellites in orbit, 18 of which are operational and one is being used for testing.
We can serve these customers today with our fleet of 22 satellites currently in orbit, of which 20 satellites are currently operational, and two are being used for testing. The existing high-resolution EO market is supply-limited as a consequence of global capacity constraints and increasing demand.
We can serve these customers today with our fleet of 19 satellites currently in orbit, of which 18 satellites are operational, and one is being used for testing. The existing high-resolution EO market is supply-limited as a consequence of global capacity constraints and increasing demand.
Over the long term, we plan to leverage our superior unit economics and put enough satellites in orbit to remap the entire surface of the earth in high-resolution on a daily basis and, in doing so, we expect to completely reshape the business model for high resolution EO as well as a number of adjacent or alternative technologies being utilized today that are considerably less efficient (e.g., drones, helicopters, planes).
Over the medium term, we plan to leverage our superior unit economics and technologies to remap the entire surface of the earth on a daily basis and, in doing so, we expect to completely reshape the business model for EO as well as a number of adjacent or alternative technologies being utilized today that are considerably less efficient (e.g., drones, helicopters, planes).
Although this line of business has inherent risks as discussed in Item 1A. “Risk Factors,” we believe that Space Systems will enhance our ability to effectively compete in the existing EO market.
Although this line of business has inherent risks as discussed in Item 1A. “Risk Factors,” we believe that Space Systems will enhance our ability to effectively compete in the existing EO market. In October 2025, we introduced our new NextGen platform.
The following diagram shows our ownership and structure (1) : (1) All lines represent 100% ownership unless otherwise indicated. Subsidiaries of the Group as of March 14, 2025: Name Principal activities Country of incorporation Urugus S.A. Manufacturing, assembly, integration, test and exports Uruguay Nettar Group Intermediate holding company B.V.I. Nettar S.A. Intermediate holding company Uruguay Telluric Ltd.
The following diagram shows our ownership and structure (1) : (1) All lines represent 100% ownership unless otherwise indicated. Subsidiaries of the Group as of March 13, 2026: Name Principal activities Country of incorporation Urugus S.A. Manufacturing, assembly, integration, test and exports Uruguay Nettar Group Intermediate holding company B.V.I. Nettar S.A. Intermediate holding company Uruguay Satellogic V. Inc.
See “Domestication” below for further details. We own no material assets other than our interests in Nettar and do not operate any business other than through Nettar, our wholly owned subsidiary. Nettar is a BVI business company incorporated in the BVI as a company limited by shares.
We own no material assets other than our interests in Nettar and do not operate any business other than through Nettar, our wholly owned subsidiary. Nettar is a BVI business company incorporated in the BVI as a company limited by shares.
Nettar was the holding company of the Satellogic Group (the “Group”) prior to the Merger and was incorporated on October 7, 2014, under the laws of the BVI as an International Business Company. The mailing address of our principal executive office is 210 Delburg Street, Davidson, NC 28036, US and our telephone number is 01 704-894-4482.
Nettar was the holding company of the Satellogic Group (the “Group”) prior to the Merger and was incorporated on October 7, 2014, under the laws of the BVI as an International Business Company. The mailing address of our principal executive office is 210 Delburg Street, Davidson, NC 28036, U.S. and our telephone number is 704-802-2041.
DoD and federal cybersecurity requirements, in connection with any defense work we perform in the future for the U.S. government and defense prime contractors, (2) the National Industrial Security Program Operating Manual administered by the U.S.
DoD and federal cybersecurity requirements, including the Cybersecurity Maturity Model Certification (“CMMC”) framework, in connection with any defense work we perform in the future for the U.S. government and defense prime contractors, (2) the National Industrial Security Program Operating Manual administered by the U.S.
The customer pays us in non-cash consideration in the form of a license to a proprietary software platform, which we use for internal operations. During 2024, we recognized $5.3 million in revenue from this customer. On September 29, 2022, we entered into a $6 million, three-year, constellation-as-a-service agreement.
The customer pays us in non-cash consideration in the form of a 14 Table of Contents license to a proprietary software platform, which we use for internal operations. During 2025, we recognized $4.4 million in revenue from this customer. • In September 2022, we entered into a $6 million, three-year, constellation-as-a-service agreement.
This is a critical element of our business model and what we believe to be a paradigm shift in high resolution EO imagery that is made possible by our superior unit economics. • Superior design and technology.
This is a critical element of our business model and what we believe to be a paradigm shift in high-resolution EO imagery that is made possible by our superior unit economics. • Superior design and technology. Our technology has evolved beyond traditional imagery to an “AI-First” architecture.
The FAA We entered into a Rideshare Multi-Launch Agreement with SpaceX in early 2021 and the SpaceX Agreement in April 2022. By entering into launch agreements with a U.S.-based launch provider, we are directly and indirectly subject to the license requirements of the Office of Commercial Space Transportation (“AST”). of the Federal Aviation Administration (“FAA”).
The FAA By entering into the SpaceX Agreement with a U.S.-based launch provider, we are directly and indirectly subject to the license requirements of the Office of Commercial Space Transportation (“AST”) of the Federal Aviation Administration (“FAA”).
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.
We design the systems, subsystems and core components and technologies that go into creating and manufacturing our satellites. We manufacture many of our components, but we also partner with third parties to manufacture certain other components to our design specifications. We then assemble, integrate and test the components and satellites in our facilities.
As of the date of this Report, we have 37 issued patents, two utility models and 45 pending patent applications in nine jurisdictions.
As of the date of this Report, we have 45 issued patents, 2 utility models and 40 pending patent applications in 11 jurisdictions.
Launch Providers With respect to launch providers, our partner selection process typically revolves around availability and cost. In January 2021, we signed a Rideshare Multi-Launch Agreement with SpaceX, our preferred rideshare launch provider, and we expect to continue our launch program with them for the foreseeable future.
Launch Providers With respect to launch providers, our partner selection process typically revolves around availability and cost. In January 2021, we signed a Rideshare Multi-Launch Agreement with SpaceX (the “SpaceX Agreement”), our preferred rideshare launch provider, and we expect to continue our launch program with SpaceX as we engage with and consider alternative launch providers.
Research and development (Company is in the process of winding down this entity) Israel Satellogic V. Inc. Intermediate holding company United States Satellogic USA, Inc. (1) Finance, sales and marketing, product strategy, business development and customer delivery United States Satellogic S.A. (2) Research and development, administration, back office services (accounting) and prototype-building Argentina Satellogic Solutions S.L.
Intermediate holding company United States Satellogic USA Inc. (1) Finance, sales and marketing, product strategy, business development and customer delivery United States Satellogic S.A. (2) Research and development, administration, back office services (accounting) and prototype-building Argentina Satellogic Solutions S.L.
The regulations exist to advance the national security and foreign policy interests of the U.S. Based upon the technologies we have procured from U.S. sources, we have not been specifically subject to ITAR. Since our export location may invoke, in certain instances, the EAR of the Bureau of Industry and Security of the U.S.
Based upon the technologies we have procured from U.S. sources, we have not been specifically subject to ITAR. Since our export location may invoke, in certain instances, the EAR of the Bureau of Industry and Security of the U.S. Department of Commerce, we track our component sourcing.
Department of Commerce, we track our component sourcing. We procure some components from U.S. suppliers listed on the Commerce Control List and we are therefore subject to the EAR. We export our satellites to the U.S. for launch pursuant to the SpaceX Agreement, which provides for launch services.
We procure some components listed on the Commerce Control List from U.S. suppliers and we are therefore subject to the EAR. We export our satellites to the U.S. for launch pursuant to the SpaceX Agreement, which provides for launch services. With this current sourcing model and partner ecosystem, we must comply with the EAR.
We are currently dependent on three commercial contracts in addition to a small number of other customers for our revenue. In November 2021, we entered into a five-year noncancellable agreement with a technology company that requires the customer to purchase a minimum of $4.0 million of multispectral, hyperspectral, full-motion video and private delivery uplift products each year.
For example: • In November 2021, we entered into a five-year noncancellable agreement with a technology company that requires the customer to purchase a minimum of $4.0 million of multispectral, hyperspectral, full-motion video and private delivery uplift products each year.
We then assemble, integrate and test the components and satellites in our facilities. We have a global supply chain of upstream and downstream partners including manufacturers, suppliers and launch providers from a number of countries including the United States.
We have a global supply chain of upstream and downstream partners including manufacturers, suppliers and launch providers from a number of countries including the United States.
With this current sourcing model and partner ecosystem, we must comply with the EAR. 20 Table of Contents The U.S. government agencies responsible for administering the ITAR and the EAR have significant discretion in the interpretation and enforcement of these regulations. The agencies also have significant discretion in approving, denying, or conditioning authorizations to engage in controlled activities.
The U.S. government agencies responsible for administering the ITAR and the EAR have significant discretion in the interpretation and enforcement of these regulations. The agencies also have significant discretion in approving, denying, or conditioning authorizations to engage in controlled activities.
Human Capital As of December 31, 2024, we had 137 full-time employees globally, which includes 73 employees in Argentina (mostly involved in R&D, finance, and accounting), 28 in Spain, 21 in Uruguay (mostly involved in manufacturing), 11 in the U.S. and 4 in other countries.
Human Capital As of December 31, 2025, we had 154 full-time employees globally, which includes 84 employees in Argentina (mostly involved in R&D, finance, and accounting), 23 in Spain, 29 in Uruguay (mostly involved in manufacturing), 12 in the U.S. and 6 in other countries.
This is what we believe will allow us to expand the market for high resolution EO and tap into an estimated $140 billion market opportunity. Beyond the EO market opportunity we continue to focus on addressing the growing market of satellite manufacturing and sales. This global market opportunity spans across both government and commercial organizations.
This is what we believe will allow us to expand the market for EO. Beyond the EO market opportunity we continue to focus on addressing the growing market of satellite manufacturing and sales. This global market opportunity spans across both government and commercial organizations. Within the government segment, the opportunity covers both civil and unclassified defense programs.
We operate in the “NewSpace” sector, which refers to the increased commercialization and privatization of the space sector. There are a few NewSpace companies trying to build satellites for imaging at a low cost, but they essentially fall into two categories: they either do not have sufficient resolution or they are forced to effectively trade resolution for capacity.
There are a few NewSpace companies trying to build satellites for imaging at a low cost, but they essentially fall into two categories: they either do not have sufficient resolution or they are forced to effectively trade resolution for capacity. In either case, they are limited in terms of image capture.
Customers In the near term, we intend to derive our revenue from providing EO services, satellite sales, and related services to governments. In the longer term, we intend to expand our operations to serve commercial customers in a variety of markets and industries.
Through our products and service offerings, we intend to derive substantially all of our near-term revenues by providing EO services, satellite sales and related services to governments and D&I customers. In the medium term, we intend to expand our operations to serve commercial customers in a variety of markets and industries.
In addition, we believe that the archive of everything that is happening on the planet on a daily basis, in high resolution, will allow us, our partners and customers to train better artificial intelligence (“AI”) algorithms.
We believe that the archive of everything that is happening on the planet, coupled with real-time onboard processing, will allow us, our partners and customers to train better artificial intelligence (“AI”) algorithms.
Generally, the ITAR restricts the export of hardware, software, technical data, and services containing defense or strategic applications. The EAR similarly regulates the export of hardware, software, and technology that has commercial or “dual-use” applications (i.e., for both military and commercial applications) or that have less sensitive military or space-related applications not subject to the ITAR.
The EAR similarly regulates the export of hardware, software, and technology that has commercial or “dual-use” applications (i.e., for both military and commercial applications) or that have less sensitive military or space-related applications not subject to the ITAR. The regulations exist to advance the national security and foreign policy interests of the U.S.
Merger Transaction On January 25, 2022 (the “Closing Date”), we consummated the Transactions contemplated by the Agreement and Plan of Merger dated as of July 5, 2021 (the “Merger Agreement” ), by and among Satellogic, CF V, a Delaware corporation, 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 Satellogic and Ganymede Merger Sub 2 Inc., a Delaware corporation and a direct wholly owned subsidiary of Satellogic.
OS is also a supplier of telescopes to the Company. Merger Transaction On January 25, 2022 (the “Closing Date”), we consummated the Transactions contemplated by the Agreement and Plan of Merger dated as of July 5, 2021 (the “Merger Agreement” ), by and among Satellogic, CF V, a Delaware corporation, now known as “Satellogic V.
We believe that we are well-positioned to compete with legacy satellite providers and NewSpace geospatial data providers. Our competitive advantages revolve around unit economics, design and technology, vertically integrated structure, efficient build-to-launch cycle, and high frequency remaps. Key elements of our competitive advantages include the following: • Superior Unit Economics.
We believe that we are well-positioned to compete with legacy satellite providers and NewSpace geospatial data providers by shifting the industry paradigm from raw data collection to actionable, AI-driven intelligence. Our competitive advantages revolve around unit economics, autonomous design and technology, a vertically integrated structure, an efficient build-to-launch cycle, and high frequency revisit and remaps.
With estimated 60 to 120 times better unit economics than our competitors, we plan to put enough satellites in orbit to collect data over the entire surface of the planet continuously, first with weekly and eventually daily remaps, and deliver this data to customers at near zero marginal costs.
We plan to put enough satellites in orbit to collect data over the entire surface of the planet continuously, and deliver this data to customers at near zero marginal costs.
Our cost to deploy a high-resolution imaging satellite in orbit today, including launch costs, is approximately $1 million compared to our NewSpace competitors’ average cost of approximately $10 million with an average of 10x less capacity. • Efficient build-to-launch cycle.
Our cost to deploy a Mark V high-resolution imaging satellite in orbit today, including launch costs, is approximately $1.3 million compared to much higher costs for our NewSpace competitors. 10 Table of Contents • Efficient build-to-launch cycle.
We actively promote a trust-based organization and a safe environment for risk taking by providing effective mentorship and expecting people to “disagree and commit”.
We are committed to developing all of our people in different dimensions, including programmatic leadership, people leadership, business leadership and technological leadership. We actively promote a trust-based organization and a safe environment for risk taking by providing effective mentorship and expecting people to “disagree and commit”.
Our geographically-distributed nature is a core tenet that reaches back to the earliest days of Satellogic; well in advance of the rise of work-from-home arrangements in recent years. Our diverse group of employees earnestly shares these common values: • Get it done . Our relentless commitment to hold ourselves accountable and deliver true value. • Be purpose driven .
We have always focused on attracting and retaining the best talent with the highest possible cultural alignment. Our geographically-distributed nature is a core tenet that reaches back to the earliest days of Satellogic; well in advance of the rise of work-from-home arrangements in recent years. Our diverse group of employees earnestly shares these common values: • Get it done .
This will effectively allow us to price our data based upon the value we create in each customer’s value chain as opposed to the current model whereby the pricing is inextricably linked to the high cost of the satellite.
By remapping the entire world every day, we expect to be able to deliver our data to customers at near 9 Table of Contents zero marginal cost, which will effectively allow us to price our data based upon the value we create in each customer’s value chain as opposed to the current model whereby the pricing is inextricably linked to the high cost of the satellite.
This is a Software as a Service (“SaaS”) platform through which we plan to offer customers the ability to purchase imagery and data analytics specific to their vertical market (e.g., agriculture, forestry, energy, financial services, cartography).
This is a Data as a Service (“DaaS”) application through which we plan to offer customers the ability to purchase imagery and data analytics specific to their vertical market (e.g., agriculture, forestry, energy, financial services, cartography). We expect our DaaS economics will allow us to charge customers according to the value our data provides within each customer’s value chain.
Our fast build-to-launch cycles allow us to go from a signed contract to a satellite delivered in orbit in less than eight months, a first in this industry.
Our fast build-to-launch cycles allow us to go from a signed contract to a satellite delivered in orbit in less than eight months, a first in this industry. We also have the ability to transfer ownership of satellites currently in orbit within days, if required by the customer.
Our growth strategy is driven by the following objectives: • Leverage expertise in low-cost manufacturing of EO satellites for sale into high-growth government markets across Asia, Africa, Middle East and South America. • Pursue opportunities within the U.S. market, including competing for USG and allied contracts, which we believe we are well positioned for following the Domestication. • Expand the high resolution EO market and democratize access to data for the commercial market. • Continue investment in R&D to innovate product offerings and satellite re-design. • Leverage our modular satellite design, multiple-payload systems, scaled manufacturing and satellite operations to deliver novel data streams and services from orbit. • Pursue strategic acquisitions and partnerships to enhance our go-to-market ("GTM") strategy, while seeking complementary technologies and further vertical integration within our supply chain. 12 Table of Contents Through our products and service offerings, we intend to derive substantially all of our near-term revenues by providing EO services, satellite sales and related services to governments.
Our growth strategy is focused along our two business lines: Data & Analytics and Space Systems and is driven by the following objectives: • Leverage expertise in low-cost manufacturing of EO satellites for sale into high-growth government markets across Asia, Africa, Middle East, Europe and South America. • Pursue opportunities within the U.S. market, including competing for USG and allied contracts, which we believe we are well positioned for following our Domestication. • Leverage AI-powered, on-orbit analytics to deliver proactive intelligence through our Aleph Observer product and our upcoming Merlin constellation. • Expand the high-resolution EO market, providing access to data for the commercial market via foundational data intelligence for specific enterprise use cases where alternative sources are currently difficult to scale. • Continued investment in R&D to innovate product offerings and satellite re-design, including our newest high-resolution satellite platform, NextGen, introduced in October 2025 to meet global demand for sovereign space capabilities. • Leverage our modular satellite design, multiple-payload systems, scaled manufacturing and satellite operations to deliver novel data streams and services from orbit. • Pursue strategic acquisitions and partnerships to enhance our go-to-market ("GTM") strategy, such as our partnerships with Vantor and Suhora Technologies while seeking complementary technologies and further vertical integration within our supply chain.
(4) Branch of Satellogic China LTD (5) This entity is controlled through Satellogic USA, Inc 22 Table of Contents (6) This entity is controlled by Satellogic Solutions S.L. Available Information Our Internet website address is www.satellogic.com.
(3) This entity is controlled through Satellogic USA Inc. 21 Table of Contents Available Information Our Internet website address is www.satellogic.com.
Commercial Platform Our longer-term strategy focuses on our commercial platform, which we expect will take full advantage of our constellation’s ability to capture high-resolution imagery at near zero marginal cost and build a catalog of the entire planet beginning with monthly remaps and progress first towards weekly remaps and, ultimately, daily remaps.
Commercial Applications Our longer-term strategy will also focus on commercial applications, which we expect will take full advantage of our constellation’s ability to capture imagery at high frequency and build a catalog of the entire planet.
We believe that these characteristics—the near zero marginal cost for data distribution, the consolidation of demand on the network and the network effects on the accumulation of data in our catalog—will uniquely position us to capitalize on the significant total addressable market (“TAM”) opportunities.
We believe that these characteristics—the near zero marginal cost for data distribution, the move toward sovereign satellite programs, and the shift from reactive tasking to proactive, persistent monitoring—will uniquely position us to capitalize on the significant total addressable market (“TAM”) opportunities.
Information (in thousands) about our revenue by geography is as follows: Year Ended December 31, 2024 2023 Revenue by geography (1) North America $ 7,904 $ 3,475 Europe 2,631 2,113 Asia Pacific 2,322 4,422 South America 13 $ 64 Total revenue $ 12,870 $ 10,074 (1) Revenue by geography is based on the geographical location of the customer.
We anticipate our Data & Analytics line of business will augment the capabilities of many of the Space Systems customers. 8 Table of Contents Information (in thousands) about our revenue by geography is as follows: Year Ended December 31, 2025 2024 Revenue by geography (1) North America $ 12,068 $ 7,904 Europe 2,780 2,631 Asia & Asia Pacific 2,500 2,322 South America 359 $ 13 Total revenue $ 17,707 $ 12,870 (1) Revenue by geography is based on the geographical location of the customer.
We are approaching this market through direct sales as well as a network of distributors and partnerships in strategic regions across the globe.
We are approaching this market through direct sales as well as a network of distributors and partnerships in strategic regions across the globe. We expect this market will reflect the majority of our revenue for the next two to three years and provide operational cash flow to assist in financing our constellation.
We believe that our latest satellite model, the NewSat Mark-V, which possesses a mass of less than 50 kilograms, a cost of approximately $1 million including launch costs, a daily imaging production capacity of over 300,000 square kilometers and carrying a multispectral camera with 70 cm resolution and a hyperspectral camera at 18 meter resolution, is superior to those satellites of our competitors in terms of unit economics, capacity and cost.
We believe that our latest satellite model, the NewSat Mark-V, which possesses a mass of less than 50 kilograms, a cost of approximately $1.3 million including launch costs, and a daily imaging capability of over 300,000 square kilometers at 50 cm resolution is superior to those satellites of our competitors in terms of unit economics, capacity and cost. 16 Table of Contents Our anticipated technology roadmap is as follows: Long Term Growth Opportunities Our initial EO constellation and infrastructure are the key building blocks that we expect will enable us to leverage large constellations of small satellites to deliver a wide variety of services to Earth.
Our principal website address is www.satellogic.com. The information contained on, or accessible through, our website is not incorporated by reference into this Report, and you should not consider it a part of this Report. Our strategy consists of three unique business lines: Asset Monitoring, Constellation-as-a-Service (“CaaS”), and Space Systems.
Our principal website address is www.satellogic.com. The information contained on, or accessible through, our website is not incorporated by reference into this Report, and you should not consider it a part of this Report. On May 6, 2022, we entered into an Investment Agreement with Officina Stellare S.p.A.
ITAR, EAR and Export Controls We have a global supply chain of upstream and downstream partners including manufacturers, suppliers and launch providers from a number of countries, including the U.S. The ITAR and EAR are the most relevant export control regulations we monitor.
To that end, we use the NASA orbit debris standard (NASA-STD-8719.14) and the ESA Orbital Debris Mitigation Guidelines (IADC-02-01, Current Revision). ITAR, EAR and Export Controls We have a global supply chain of upstream and downstream partners including manufacturers, suppliers and launch providers from a number of countries, including the U.S.
In the longer term, we intend to expand our operations to serve commercial customers in a variety of markets and industries. Existing high-resolution EO market (Government and D&I) The receipt of government and D&I contracts is part of our growth strategy. The existing high-resolution EO market is predominantly composed of government and D&I customers.
We maintain a focus on controlling growth in our workforce and capital expenditures to preserve liquidity while expanding these global sales and engineering efforts. Existing high-resolution EO market (Government and D&I) The receipt of government and D&I contracts is part of our growth strategy. The existing high-resolution EO market is predominantly composed of government and D&I customers.
These business lines will allow us to serve the existing EO market and begin to democratize access to a host of new EO customers.
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 legacy competitors must task their satellites for specific customer demands and price the imagery relative to the cost of the underlying satellite, which is quite expensive.
This creates operational overhead, intelligence gaps, and cost volatility, especially in regions where demand routinely exceeds supply. Our legacy competitors’ satellites must be tasked for specific customer demands and the imagery is priced relative to the cost of the underlying satellite, which is quite expensive.
(2) Research and development (data science solutions and machine learning over the satellite images) Spain Satellogic China LTD (3) Not operational, in process of winddown China Satellogic China Beijing Branch (4) Not operational, in process of winddown China Satellogic Federal LLC (5) Sales and marketing United States Satellogic Netherlands B.V.
(2) Research and development (data science solutions and machine learning over the satellite images) Spain Satellogic Federal LLC (3) Sales and marketing United States (1) This entity is controlled through Satellogic V. Inc. (2) This entity is controlled through Nettar, S.A. an intermediate holding entity of the Group.
Be humble, honest and, empathetic and build together for our company, our community and our planet. At Satellogic, these values precede traditional performance measures when assessing a person’s fit with us. Our vision inherently challenges conventions, and thus requires a special kind of spirit not only to succeed, but even to take on these challenges in the first place.
Challenge the status quo, leave your comfort zone and tackle impossible challenges. 13 Table of Contents • Go beyond ego . Be humble, honest and empathetic and build together for our company, our community and our planet. At Satellogic, these values precede traditional performance measures when assessing a person’s fit with us.
For example, we typically have customers who increase their usage of our data services when they need more frequent data monitoring over broader areas during peak agricultural seasons, during natural disasters or other global events, or when commodity prices are at certain levels. 15 Table of Contents Operations Overview • Design through launch • Fast iteration between product innovation, production and launch • Owning the design to manufacturing helps eliminate third-party costs • In-orbit operations • Own and control data capture of the earth’s surface • Utilize third-party ground station infrastructure for global coverage and to reduce costs • Imagery and Solutions commercialization • Capture and own high-resolution imagery of the entire Earth.
We have conducted a number of pilot trials that we believe validate our solutions in a variety of verticals and demonstrate that our solutions can successfully replace other sources of data currently being provided by airplanes, drones, helicopters, IoT sensor networks, etc. 12 Table of Contents Operations Overview • Design through launch • Fast iteration between product innovation, production and launch • Owning the design to manufacturing helps eliminate third-party costs • In-orbit operations • Own and control data capture of the earth’s surface • Utilize third-party ground station infrastructure for global coverage and to reduce costs • Imagery and Solutions commercialization • Capture and own high-resolution imagery of the entire Earth.
(“OS”), a company engaged in the design and production of telescopes and opto-mechanical and aerospace instrumentation for ground and space-based applications, to purchase 5% of OS’s outstanding common shares for $3.7 million. Additionally, OS issued 524,715 stock warrants, giving us the right to convert each warrant into a single common share over a period of up to 36 months.
(“OS”), a company engaged in the design and production of telescopes and opto-mechanical and aerospace instrumentation for ground and space-based applications, to purchase 5% of OS’s outstanding common shares for $3.7 million. Emiliano Kargieman, our Chief Executive Officer, was appointed to the OS board of directors. The investment was completed on September 30, 2022.
A satellite will orbit the planet every ninety minutes, and the earth is spinning under it, so a single satellite will eventually remap the entire surface of the earth—adding a constellation of these satellites increases the frequency of remaps. 10 Table of Contents The existing high-resolution EO satellites, our legacy competitors, are not well-suited to do this because the technology they are utilizing is simply too expensive and the economic use case, we believe, is not viable for broad, commercial application.
We believe our legacy competitors operating high-resolution EO satellites today are not well-suited to do this because the technology they are utilizing is simply too expensive and the economic use case is not viable for broad area, persistent monitoring for existing government D&I agencies and most commercial applications.
We expect this platform will allow us to expand the current addressable market for high-resolution EO data and unlock a significant TAM opportunity. As our business develops, we expect that our governmental and D&I customers will become a smaller percentage of our customer base and, over the long-term, that the commercial platform will constitute a significant amount of our revenues.
We expect these applications will allow us to expand the current addressable market for high-resolution EO data and unlock a significant TAM opportunity.
Our intrinsic motivation to make the impossible possible. • Never stop learning . Be intellectually curious, open-minded, and learn from others. 16 Table of Contents • Push the limits . Challenge the status quo, leave your comfort zone and tackle impossible challenges. • Go beyond ego .
Our relentless commitment to hold ourselves accountable and deliver true value. • Be purpose driven . Our intrinsic motivation to make the impossible possible. • Never stop learning . Be intellectually curious, open-minded, and learn from others. • Push the limits .
Our key building blocks include: • Complete, low-cost satellite bus • Modular satellite architecture • Satellite operations at scale • Multi-payload, in-orbit platform • Inter-satellite laser mesh • LEO/MEO/GEO complementarity Regulatory NOAA The purpose of NOAA’s Commercial Remote Sensing Regulatory Affairs division is to balance the commercial viability of private earth remote sensing space systems and sound regulatory practices and policies while protecting U.S. national security, foreign policy and international obligations.
Tirman’s duties will be distributed to other executives within the Company. 18 Table of Contents Regulatory NOAA The purpose of NOAA’s Commercial Remote Sensing Regulatory Affairs division is to balance the commercial viability of private earth remote sensing space systems and sound regulatory practices and policies while protecting U.S. national security, foreign policy and international obligations.
On December 5, 2024, we entered into a data license and distribution agreement with Maxar Intelligence, a peer in the Earth observation industry and with longstanding partnerships with the U.S. government and its allies. Under this arrangement, we granted them exclusivity to be our distributor to the U.S. government defense and intelligence agencies and selected international defense and intelligence partners.
In January 2026, we renewed the contract for an additional 11 months. • In December 2024, we entered into a data license and distribution agreement with Maxar Intelligence (now Vantor), a peer in the EO industry and with longstanding partnerships with the U.S. government and its allies.
We believe this data will be pivotal in efforts to understand and mitigate the effects of climate change, monitor environmental trends, and improve various applications that benefit humanity . Market Overview Existing terrestrial methods and high-resolution satellites utilized for obtaining EO imagery have several critical shortcomings and have had limited commercial applicability to date.
Market Overview Existing terrestrial methods and high-resolution satellites utilized for obtaining EO imagery have several critical shortcomings and have had limited commercial applicability to date. The manner in which actionable data is collected is extremely inefficient, very costly and not particularly scalable.
This approach to human capital has enabled us to grow while keeping our core spirit and sense of purpose throughout the twists and turns of our life cycle. We are committed to developing all of our people in different dimensions, including programmatic leadership, people leadership, business leadership and technological leadership.
Our vision inherently challenges conventions, and thus requires a special kind of spirit not only to succeed, but even to take on these challenges in the first place. This approach to human capital has enabled us to grow while keeping our core spirit and sense of purpose throughout the twists and turns of our life cycle.
We are a vertically integrated company, and we design our satellites and all of their subsystems, including onboard computers, propulsion system, telescopes, cameras, radios, sensors and actuators. We manufacture many of our components, but we also partner with third parties to manufacture certain other components to our design specifications.
Furthermore, our 2025 NextGen platform introduces 30cm-class resolution and onboard edge computing, allowing for real-time AI processing directly on the satellite to deliver insights rather than just raw pixels. • Vertically integrated. We are a vertically integrated company, and we design our satellites and all of their subsystems, including onboard computers, propulsion system, telescopes, cameras, radios, sensors and actuators.
When we reach weekly remaps, we expect to provide approximately 80% of the global supply of high-resolution imagery in the market at near zero marginal cost, effectively consolidating supply, which will allow us to also consolidate demand on our platform. We believe this will create a significant disincentive for any competitor to build infrastructure to do the same.
When we reach global remaps, we expect to provide a significant portion of the supply of high-resolution imagery in the market at near zero marginal cost. However, our value proposition now extends to “AI-First monitoring,” where we provide daily revisits of priority regions for strategic customers.
Recognition of revenue under this contract began in the first quarter of 2023 with the initiation of service. On November 29, 2023, we began collaboration with Tata Advanced Systems Limited (“TASL”), India’s leading provider of defense and intelligence technology and services, for establishing and developing local space technology capabilities in India.
Recognition of revenue under this contract began in the first quarter of 2023 with the initiation of service.
These satellites are extremely expensive to build and launch. Conversely, our NewSpace competitors attempt to solve this problem with a small platform relying on a series of methods that will ultimately drive a trade-off between the resolution achieved and the capture capability.
Legacy satellite operators rely on a telescope with a very large aperture, which is extremely expensive to build and launch. Conversely, our NewSpace competitors often trade-off resolution for capture capability.
Removed
Our Asset Monitoring business involves both government and commercial customers tasking our satellites around the world with monitoring assets and keeping up with their changing reality. Our CaaS business offers governments around the world the ability to control satellites on top of specific areas of interest.
Added
ITEM 1. BUSINESS 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.
Removed
Our Space Systems business involves satellite sales and support, to meet the needs of customers interested in our technology and capability that also have a need or desire to own the satellites being utilized to collect data. On May 6, 2022, we entered into an Investment Agreement with Officina Stellare S.p.A.
Added
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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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These expenditures could divert our attention and resources from other projects, and we cannot be sure that these expenditures will ultimately lead to the timely development of new product or service offerings 29 Table of Contents and technologies, or identification of and expansion into new markets and applications.
These expenditures could divert our attention and resources from other projects, and we 29 Table of Contents cannot be sure that these expenditures will ultimately lead to the timely development of new product or service offerings and technologies, or identification of and expansion into new markets and applications.
Our international operations expose us to numerous challenges and risks including, but not limited to, adverse political, regulatory, legislative, and economic conditions in various jurisdictions; costs of complying with varying governmental regulations; fluctuations in currency 31 Table of Contents exchange rates; and difficulties in protecting intellectual property rights in foreign countries.
Our international operations expose us to numerous challenges and risks including, but not limited to, adverse political, regulatory, legislative, and economic 31 Table of Contents conditions in various jurisdictions; costs of complying with varying governmental regulations; fluctuations in currency exchange rates; and difficulties in protecting intellectual property rights in foreign countries.
These provisions include: • a classified Board with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our Board; • the ability of our Board to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • the exclusive right of our Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our Board; • a prohibition on stockholder action by written consent (unless unanimous), which may force stockholder action to be taken at an annual or special meeting of our stockholders; • the requirement that a special meeting of stockholders may be called only by or at the direction of the Board, acting pursuant to a resolution adopted by the affirmative vote the majority of the total number of directors then in office, or by the chairperson of the Board (who is required to call such meeting whenever requested in writing by stockholders representing at least 30% of the voting power of the outstanding voting stock), which could delay the 38 Table of Contents ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; • the ability of our Board, by majority vote, to amend our bylaws, which may allow our Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend our bylaws to facilitate an unsolicited takeover attempt; • advance notice procedures with which stockholders must comply to nominate candidates to our Board or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us; and • while we have opted out of Section 203 of the DGCL, our Delaware certificate of incorporation a prohibition on engaging in any business combination (as defined in our Delaware certificate of incorporation) with an “interested stockholder” for a period of three years subsequent to the time that the stockholder became an interested stockholder, unless (1) prior to such time, the Board approves the business combination or the transaction in which the stockholder became an interested stockholder, (2) upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owns at least 85% of the outstanding voting stock (with certain exclusions), or (3) at or after the person becomes an interested stockholder, the business combination is approved by the Board and authorized by a vote of at least 66 2/3% of the outstanding voting stock not owned by the interested stockholder (our Delaware certificate of incorporation provides that the Liberty Investor, Cantor Fitzgerald L.P. and Emiliano Kargieman and any of their respective affiliates and associates will not constitute “interested stockholders” for purposes of these provisions). • These provisions may prohibit or deter large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a certain period of time.
These provisions include: • a classified Board with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our Board; • the ability of our Board to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • the exclusive right of our Board to elect a director to fill a vacancy created by the expansion of our Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our Board; 38 Table of Contents • a prohibition on stockholder action by written consent (unless unanimous), which may force stockholder action to be taken at an annual or special meeting of our stockholders; • the requirement that a special meeting of stockholders may be called only by or at the direction of the Board, acting pursuant to a resolution adopted by the affirmative vote the majority of the total number of directors then in office, or by the chairperson of the Board (who is required to call such meeting whenever requested in writing by stockholders representing at least 30% of the voting power of the outstanding voting stock), which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; • the ability of our Board, by majority vote, to amend our bylaws, which may allow our Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend our bylaws to facilitate an unsolicited takeover attempt; • advance notice procedures with which stockholders must comply to nominate candidates to our Board or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us; and • while we have opted out of Section 203 of the DGCL, our Delaware certificate of incorporation a prohibition on engaging in any business combination (as defined in our Delaware certificate of incorporation) with an “interested stockholder” for a period of three years subsequent to the time that the stockholder became an interested stockholder, unless (1) prior to such time, the Board approves the business combination or the transaction in which the stockholder became an interested stockholder, (2) upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owns at least 85% of the outstanding voting stock (with certain exclusions), or (3) at or after the person becomes an interested stockholder, the business combination is approved by the Board and authorized by a vote of at least 66 2/3% of the outstanding voting stock not owned by the interested stockholder (our Delaware certificate of incorporation provides that the Liberty Investor, Cantor Fitzgerald L.P. and Emiliano Kargieman and any of their respective affiliates and associates will not constitute “interested stockholders” for purposes of these provisions). • These provisions may prohibit or deter large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a certain period of time.
These rights and remedies often allow government customers, among other things, to: • terminate existing contracts for convenience with short notice; • reduce orders under or otherwise unilaterally modify contracts; • for contracts subject to the Truthful Cost or Pricing Data Act, reduce the contract price or cost where it was increased because we or a subcontractor furnished cost or pricing data during negotiations that was not complete, accurate, and current; • for some contracts, (i) demand a refund, make a forward price adjustment, or terminate a contract for default if we provided inaccurate or incomplete data during the contract negotiation process and (ii) reduce the contract price under triggering circumstances, including the revision of price lists or other documents upon which the contract award was predicated; • cancel multi-year contracts and related orders if funds for contract performance for any subsequent year become unavailable; • claim rights in solutions, systems, or technology produced by us, appropriate such work-product for their continued use without continuing to contract for our services, and disclose such work-product to third parties, including other government agencies and our competitors, which could harm our competitive position; • prohibit future procurement awards with a particular agency due to a finding of organizational conflicts of interest based upon prior related work performed for the agency that would give us an unfair advantage over competing contractors, or the existence of conflicting roles that might bias our judgment; • subject the award of contracts to protest by competitors, which may require the contracting federal agency or department to suspend our performance pending the outcome of the protest and may also result in a requirement to resubmit offers for the contract or in the termination, reduction, or modification of the awarded contract; • suspend or debar us from doing business with the applicable government; and • control or prohibit the export of our services.
These rights and remedies often allow government customers, among other things, to: • terminate existing contracts for convenience with short notice; • reduce orders under or otherwise unilaterally modify contracts; • for contracts subject to the Truthful Cost or Pricing Data Act, reduce the contract price or cost where it was increased because we or a subcontractor furnished cost or pricing data during negotiations that was not complete, accurate, and current; • for some contracts, (i) demand a refund, make a forward price adjustment, or terminate a contract for default if we provided inaccurate or incomplete data during the contract negotiation process and (ii) reduce the contract price under triggering circumstances, including the revision of price lists or other documents upon which the contract award was predicated; • cancel multi-year contracts and related orders if funds for contract performance for any subsequent year become unavailable; 43 Table of Contents • claim rights in solutions, systems, or technology produced by us, appropriate such work-product for their continued use without continuing to contract for our services, and disclose such work-product to third parties, including other government agencies and our competitors, which could harm our competitive position; • prohibit future procurement awards with a particular agency due to a finding of organizational conflicts of interest based upon prior related work performed for the agency that would give us an unfair advantage over competing contractors, or the existence of conflicting roles that might bias our judgment; • subject the award of contracts to protest by competitors, which may require the contracting federal agency or department to suspend our performance pending the outcome of the protest and may also result in a requirement to resubmit offers for the contract or in the termination, reduction, or modification of the awarded contract; • suspend or debar us from doing business with the applicable government; and • control or prohibit the export of our services.
Factors affecting the trading price of our Class A common stock may include: • actual or anticipated fluctuations in our financial results or the financial results of companies perceived to be similar to it; • changes in the market’s expectations about our operating results; • comments by securities analysts or other third parties, including blogs, articles, message boards and social and other media; • “short squeezes”; • success of competitors; • our operating results failing to meet the expectation of securities analysts or investors in a particular period; • changes in financial estimates and recommendations by securities analysts concerning us or the industries in which we operate; • operating and share price performance of other companies that investors deem comparable to us; • our ability to market new and enhanced products and technologies on a timely basis; • changes in laws and regulations affecting our business; • our ability to meet compliance requirements; • commencement of, or involvement in, litigation involving us; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of Class A common stock available for public sale; • any major change in the Board or management; • sales of substantial amounts of Class A common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and • general economic and political conditions such as recessions, interest rates, international currency fluctuations and acts of war or terrorism.
Factors affecting the trading price of our Class A common stock may include: • actual or anticipated fluctuations in our financial results or the financial results of companies perceived to be similar to it; • changes in the market’s expectations about our operating results; • comments by securities analysts or other third parties, including blogs, articles, message boards and social and other media; • “short squeezes”; • success of competitors; • our operating results failing to meet the expectation of securities analysts or investors in a particular period; • changes in financial estimates and recommendations by securities analysts concerning us or the industries in which we operate; • operating and share price performance of other companies that investors deem comparable to us; • our ability to market new and enhanced products and technologies on a timely basis; 52 Table of Contents • changes in laws and regulations affecting our business; • our ability to meet compliance requirements; • commencement of, or involvement in, litigation involving us; • changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of Class A common stock available for public sale; • any major change in the Board or management; • sales of substantial amounts of Class A common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and • general economic and political conditions such as recessions, interest rates, international currency fluctuations and acts of war or terrorism.
Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences, and privileges more favorable than those of our Class A common stock and may result in dilution of owners of our Class A common stock. We and, indirectly, our stockholders, will bear the cost of issuing and servicing such securities.
Any convertible or exchangeable securities that we issue in the future may have rights, preferences, and privileges more favorable than those of our Class A common stock and may result in dilution of owners of our Class A common stock. We and, indirectly, our stockholders, will bear the cost of issuing and servicing such securities.
Following the Domestication, our Delaware certificate of incorporation provides that, with certain limited exceptions, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any stockholder (including any beneficial owner) to bring (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of fiduciary duty owed by any director or officer of the Company owed to us or our stockholders, creditors or other constituents, (iii) any action asserting a claim against us or any director or officer of the Company arising pursuant to any provision of the DGCL or our Delaware certificate of incorporation or our Delaware bylaws, or (iv) any action asserting a claim against the Company or any director or officer of the Company governed by the internal affairs doctrine.
Our Delaware certificate of incorporation provides that, with certain limited exceptions, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any stockholder (including any beneficial owner) to bring (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of fiduciary duty owed by any director or officer of the Company owed to us or our stockholders, creditors or other constituents, (iii) any action asserting a claim against us or any director or officer of the Company arising pursuant to any provision of the DGCL or our Delaware certificate of incorporation or our Delaware bylaws, or (iv) any action asserting a claim against the Company or any director or officer of the Company governed by the internal affairs doctrine.
These requirements include, for example: • retainage or contract insurance guarantee requirements under which we are obligated to provide a deposit equal to a percentage of the relevant contract value, which deposit is retained by the customer to cover any loss incurred due to our failure to perform and returned only upon satisfactory completion of the contract; • specialized disclosure and accounting requirements unique to government contracts; • financial and compliance audits that may result in potential liability for price adjustments, recoupment of government funds after such funds have been spent, civil and criminal penalties, or administrative sanctions such as suspension or debarment from doing business with the U.S. government; 43 Table of Contents • public disclosures of certain contract and company information that may harm our competitive position or we would otherwise prefer not to disclose; • mandatory socioeconomic compliance requirements, including labor requirements, non-discrimination and affirmative action programs and environmental compliance requirements; and • requirements to procure certain materials, components and parts from supply sources approved by the customer.
These requirements include, for example: • retainage or contract insurance guarantee requirements under which we are obligated to provide a deposit equal to a percentage of the relevant contract value, which deposit is retained by the customer to cover any loss incurred due to our failure to perform and returned only upon satisfactory completion of the contract; • specialized disclosure and accounting requirements unique to government contracts; • financial and compliance audits that may result in potential liability for price adjustments, recoupment of government funds after such funds have been spent, civil and criminal penalties, or administrative sanctions such as suspension or debarment from doing business with the U.S. government; • public disclosures of certain contract and company information that may harm our competitive position or we would otherwise prefer not to disclose; • mandatory socioeconomic compliance requirements, including labor requirements, non-discrimination and affirmative action programs and environmental compliance requirements; and • requirements to procure certain materials, components and parts from supply sources approved by the customer.
In addition, violations of these statutes and regulations can result in civil and, under certain circumstances, criminal liability as well as administrative penalties which could have a material adverse effect on our business, financial condition, and results of operations. • Sales to U.S. prime defense contractor customers as part of foreign military sales (“FMS”) programs combine several of the different types of risks and uncertainties highlighted above, including risks related to government contracts, risks related to defense contracts, timing and budgeting of foreign governments, and approval from the U.S. and foreign governments related to the programs, all of which may be impacted by macroeconomic and geopolitical factors outside of our control. 41 Table of Contents • We may in the future derive a portion of our revenue from programs with governments and government agencies that are subject to security restrictions ( e.g. , contracts involving classified information, classified contracts, and classified programs), which preclude the dissemination of information and technology that is classified for national security purposes under applicable law and regulations.
In addition, violations of these statutes and regulations can result in civil and, under certain circumstances, criminal liability as well as administrative penalties which could have a material adverse effect on our business, financial condition, and results of operations. • Sales to U.S. prime defense contractor customers as part of foreign military sales (“FMS”) programs combine several of the different types of risks and uncertainties highlighted above, including risks related to government contracts, risks related to defense contracts, timing and budgeting of foreign governments, and approval from the U.S. and foreign governments related to the programs, all of which may be impacted by macroeconomic and geopolitical factors outside of our control. • We may in the future derive a portion of our revenue from programs with governments and government agencies that are subject to security restrictions ( e.g. , contracts involving classified information, classified contracts, and classified programs), which preclude the dissemination of information and technology that is classified for national security purposes under applicable law and regulations.
Changes in regulatory application to our business could be accelerated due to changes in our mix of business, in federal regulations, or in the interpretation of federal regulations, which may subject us to increased oversight by the Defense Contract Audit Agency (“DCAA”) for certain of our products or services.
Changes in regulatory application to our business could be accelerated due to changes in our mix of business, in federal regulations, or in the interpretation of federal regulations, which may subject us to increased oversight by the Defense Contract Audit Agency for certain of our products or services.
We may be unable to prepare and operate production facilities for production within our planned timeframes, in a cost-effective manner or at all due to a variety of factors, including, but not limited to, a failure to acquire or lease a production facility, a stoppage of construction as a result of public health emergencies, geopolitical conflicts, insufficiency of utility infrastructure, unexpected construction problems, permitting and other regulatory issues, severe weather, labor disputes, and issues with subcontractors or vendors.
We may be unable to prepare and operate production facilities for production within our planned timeframes, in a cost-effective manner or at all due to a variety of factors, including, but not limited to, a failure to acquire or lease an additional production facility, a stoppage of construction as a result of public health emergencies, geopolitical conflicts, insufficiency of utility infrastructure, unexpected construction problems, permitting and other regulatory issues, severe weather, labor disputes, and issues with subcontractors or vendors.
If any of these third-party services experience errors, disruptions, security issues, or other performance deficiencies, if they are updated such that they become incompatible, if these services, software, or hardware fail or become unavailable due to extended outages, interruptions, defects, or otherwise, or if they are no longer available on commercially reasonable terms or prices (or at all), these issues could result in errors or defects in the delivery of our EO services, or our ability to manage our operations could be interrupted until equivalent services or technology, if available, are identified, procured, and implemented, all of which may take significant time and resources, increase our costs, and could materially and adversely affect our business, financial condition, and results of operations.
If any of these third-party services experience errors, disruptions, security issues, or other performance deficiencies, if they are updated such that they become incompatible, if these services, software, or hardware fail or become unavailable due to extended outages, interruptions, defects, or otherwise, or if they are no longer available on commercially reasonable terms or prices (or at all), these issues could result in errors or defects in the delivery of our Data & Analytics services, or our ability to manage our operations could be interrupted until equivalent services or technology, if available, are identified, procured, and implemented, all of which may take significant time and resources, increase our costs, and could materially and adversely affect our business, financial condition, and results of operations.
If Nasdaq chooses to delist us for failure to meet their listing standards, we and our stockholders could face significant material adverse consequences, including: • a limited availability of market quotations for our securities; • reduced liquidity for our securities; • a determination that our Class A common stock are a “penny stock,” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; 54 Table of Contents • a limited amount or absence of news and analyst coverage; and • a decreased ability to issue additional securities or obtain additional financing in the future.
If Nasdaq chooses to delist us for failure to meet their listing standards, we and our stockholders could face significant material adverse consequences, including: • a limited availability of market quotations for our securities; • reduced liquidity for our securities; • a determination that our Class A common stock are a “penny stock,” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; • a limited amount or absence of news and analyst coverage; and • a decreased ability to issue additional securities or obtain additional financing in the future.
Risks Relating to Our Common Stock and Warrants The dual class structure of our common stock has the effect of concentrating voting control with certain of our stockholders and limiting our other stockholders’ ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of Class A common stock may view as beneficial.
Risks Related to Our Common Stock and Warrants The dual class structure of our common stock has the effect of concentrating voting control with certain of our stockholders and limiting our other stockholders’ ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of Class A common stock may view as beneficial.
However, pursuant to the Merger Agreement, following the Forfeiture 52 Table of Contents Event, if at any time during the five year period following the Closing Date, the closing price of the Class A common stock is at or above $15.00 for ten (10) trading days (which need not be consecutive) over a twenty (20) trading day period, the stockholders who had forfeited shares in the Forfeiture Event will then receive a number of newly issued shares of Class A common stock equal to the number of shares that they had previously forfeited, or 310,127 shares of Class A common stock.
However, pursuant to the Merger Agreement, following the Forfeiture Event, if at any time during the five year period following the Closing Date, the closing price of the Class A common stock is at or above $15.00 for ten (10) trading days (which need not be consecutive) over a twenty (20) trading day period, the stockholders who had forfeited shares in the Forfeiture Event will then receive a number of newly issued shares of Class A common stock equal to the number of shares that they had previously forfeited, or 310,127 shares of Class A common stock.
We cannot give any assurance that we will be able to secure future business or that the potential uses for our EO services in commercial applications will develop. It is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business.
We cannot give any assurance that we will be able to secure future business or that the potential uses for our products and services in commercial applications will develop. It is difficult to predict our future revenues and appropriately budget for our expenses, and we have limited insight into trends that may emerge and affect our business.
In addition, there can be no assurance that the market for our EO services will develop or continue to expand or that we will be successful in identifying new markets or applications as we currently anticipate. The failure of our technology to gain market acceptance could significantly reduce our planned revenues and harm our business.
In addition, there can be no assurance that the market for our products or services will develop or continue to expand or that we will be successful in identifying new markets or applications as we currently anticipate. The failure of our technology to gain market acceptance could significantly reduce our planned revenues and harm our business.
Risks Relating to Our Intellectual Property, Data Privacy and Information Security We may be unable to protect our intellectual property rights. Disclosure of trade secrets could cause harm to our business. To protect our proprietary rights, we rely on a combination of patents, trademarks and trade secret laws, and confidentiality agreements and license agreements with consultants, vendors and customers.
Risks Related to Our Intellectual Property, Data Privacy and Information Security We may be unable to protect our intellectual property rights. Disclosure of trade secrets could cause harm to our business. To protect our proprietary rights, we rely on a combination of patents, trademarks and trade secret laws, and confidentiality agreements and license agreements with consultants, vendors and customers.
Following the Domestication, certain provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove members of our Board or current management and may adversely affect the market price of our common stock.
Certain provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove members of our Board or current management and may adversely affect the market price of our common stock.
Further, acquisitions may cause us to issue securities that would dilute our current stockholders’ ownership percentage, use a substantial portion of our cash resources, experience volatility in earnings due to changes in contingent consideration related to acquisition earn-out liability estimates or become subject to litigation. 30 Table of Contents We face competition for EO services which may limit our ability to gain market share.
Further, acquisitions may cause us to issue securities that would dilute our current stockholders’ ownership percentage, use a substantial portion of our cash resources, experience volatility in earnings due to changes in contingent consideration related to acquisition earn-out liability estimates or become subject to litigation. 30 Table of Contents We face competition for our products and services which may limit our ability to gain market share.
We are dependent on third parties to transport our satellites and ground station equipment around the world and to launch and deliver our satellites into space. Currently there are only a few companies who offer launch services, including SpaceX, with whom we have entered into the SpaceX Agreement.
We are dependent on third parties to transport our satellites and ground station equipment around the world and to launch and deliver our satellites into space. Currently there are only a few companies that offer launch services, including SpaceX, with whom we have entered into the SpaceX Agreement.
In addition, although in the near term, we intend to derive substantial revenues from providing EO services to government D&I agencies, in the longer term, we intend to expand our operations to serve commercial customers in a variety of markets and industries and through a wide range of applications.
In addition, although in the near term we intend to derive substantial revenues from providing our products and services to government D&I agencies, in the longer term, we intend to expand our operations to serve commercial customers in a variety of markets and industries and through a wide range of applications.
As a relatively new business, we have not demonstrated a sustained ability to generate sufficient revenue from our EO services or conduct sufficient sales and marketing activities necessary for successful commercialization of our geospatial data and analytics platform (“Platform”).
As a relatively new business, we have not demonstrated a sustained ability to generate sufficient revenue from our Data & Analytics business or conduct sufficient sales and marketing activities necessary for successful commercialization of our geospatial data and analytics platform (“Platform”).
The accumulated effects of solar radiation and single event upsets or electronic/catch-up events from the collision of charged particles, collisions with other objects (including, but not limited to, space debris and other spacecraft) or actions by malicious actors, including cyber-related actions, could also damage the satellites and subject us to liabilities for any damages caused to other spacecraft.
The accumulated effects of solar radiation and 34 Table of Contents single event upsets or electronic/catch-up events from the collision of charged particles, collisions with other objects (including, but not limited to, space debris and other spacecraft) or actions by malicious actors, including cyber-related actions, could also damage the satellites and subject us to liabilities for any damages caused to other spacecraft.
Economic factors, such as continuing inflation and elevated interest rates for prolonged periods in Argentina and other jurisdictions in which we operate or source materials, could have a negative impact on our business. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases.
Economic factors, such as continuing inflation and elevated interest rates for prolonged periods in the jurisdictions in which we operate or source materials, could have a negative impact on our business. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases.
See the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Summary Risk Factors • If we do not generate revenue as expected, our financial condition will be materially and adversely affected. • The success of our business will be highly dependent on our ability to effectively market and sell our products and services, which can be a costly process. • The loss of one or more of our largest customers could adversely affect our results of operations. • Our sales efforts involve considerable time and expense, and our sales cycle is long and unpredictable. • We may face risks and uncertainties associated with D&I-related contracts, which may have a material adverse effect on our business. • Our pricing structure may not be optimal and may require adjustments over time. • If we are unable to scale production of our satellites, our business could be materially and adversely affected. • Our expansion into Space Systems, as well as other new business lines or services, may result in unforeseen risks, challenges and uncertainties. • We are dependent on third parties to build and provide certain satellite components, products and services, including to transport and launch our satellites into space, and any inability to meet our needs could have a material and adverse impact on our business, financial condition, and results of operations. • We depend on ground station and cloud-based computing infrastructure operated by third parties, and any failure in their or our operational infrastructure could materially and adversely affect our business. 23 Table of Contents • Any failure to meet our minimum service requirements in any customer contracts may materially and adversely affect our business, results of operations and financial condition. • Market acceptance of our EO services may not continue, and our business is dependent upon our ability to keep pace with the latest technological changes. • We face competition for EO services, which may limit our ability to gain market share. • We may fail to foresee challenges with international operations or regulations in certain markets may change. • Our products and services are complex and could have unknown defects or errors, which may increase our costs, harm our reputation, give rise to costly litigation, or divert our or our customers’ resources. • Our business is capital intensive, and we may not be able to raise adequate capital to finance our strategies. • There is substantial doubt about our ability to continue as a going concern. • Our ability to grow our business depends on the successful production, launch, commissioning and/or operation of our satellites, which is subject to many uncertainties, some of which are beyond our control. • The market for EO services has not been established with precision, is still emerging and may not achieve the growth potential we expect or may grow more slowly than expected. • If our satellites and related equipment become impaired, or fail to operate as intended, it could have a material adverse effect on our business, financial condition, and results of operations. • Satellites are subject to production and launch delays, launch failures, and damage or destruction during launch, the occurrence of which could materially and adversely affect our operations. • Our business involves significant risks and uncertainties that may not be covered by insurance or insurance coverage may be insufficient or unavailable on acceptable cost and terms, if at all. • Coordination results may adversely affect our ability to use our satellites in certain orbital locations or may delay our ability to launch satellites and thereby limit our ability to provide our proposed services. • Natural disasters, unusual or unfavorable weather conditions, pandemic or epidemic outbreaks, terrorist acts and geopolitical events could disrupt our business or satellite launch schedules. • The anticipated benefits of our Domestication are subject to risks and uncertainties, and may not materialize. • Following the Domestication, we lost our foreign private issuer status and are now required to comply with the Exchange Act’s domestic reporting regime, which may cause us to incur significant expenses. • We may not have sufficient cash flows from our business to continue to fund our operations and pay our debt. • If we become a U.S. governmental contractor, our business will be subject to significant U.S. regulations, and changes in U.S. government spending could reduce our revenue and adversely affect our business. • Our technology may violate the proprietary rights of third parties, our intellectual property may be misappropriated or infringed upon by third parties, or we may fail to comply with the terms of any open-source software license applicable to our technology, each of which could have a negative impact on our operations. • We rely on the specialized expertise of our senior management, engineering, sales and operational staff and must retain and attract qualified and highly skilled personnel in order to grow our business successfully. • Continuing inflation and/or elevated interest rates for prolonged periods could have an adverse effect on our business, financial condition, and results of operations. • We have incurred and will continue to incur significant expenses and administrative burdens as a public company, which could have an adverse effect on our business, financial condition, and results of operations. • The ability of management to operate the business successfully is largely dependent upon the efforts of certain of our key personnel.
See the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Summary Risk Factors • If we do not generate revenue as expected, our financial condition will be materially and adversely affected. • The success of our business will be highly dependent on our ability to effectively market and sell our products and services, which can be a costly process. • The loss of one or more of our largest customers could adversely affect our results of operations. • Our sales efforts involve considerable time and expense, and our sales cycle is long and unpredictable. • We may face risks and uncertainties associated with D&I-related contracts, which may have a material adverse effect on our business. • Our pricing structure may not be optimal and may require adjustments over time. • If we are unable to scale production of our satellites, our business could be materially and adversely affected. • Our expansion into Space Systems, as well as other new business lines or services, may result in unforeseen risks, challenges and uncertainties. • We are dependent on third parties to build and provide certain satellite components, products and services, including to transport and launch our satellites into space, and any inability to meet our needs could have a material and adverse impact on our business, financial condition, and results of operations. • We depend on ground station and cloud-based computing infrastructure operated by third parties, and any failure in their or our operational infrastructure could materially and adversely affect our business. • Any failure to meet our minimum service requirements in any customer contracts may materially and adversely affect our business, results of operations and financial condition. • Market acceptance of our Data & Analytics and Space Systems businesses may not continue, and our business is dependent upon our ability to keep pace with the latest technological changes. 23 Table of Contents • We face competition for all of our Data & Analytics and Space Systems businesses, which may limit our ability to gain market share. • We may fail to foresee challenges with international operations or regulations in certain markets may change. • The use of AI, machine learning, and related technologies in our business present risks and challenges that could adversely affect us. • Our products and services are complex and could have unknown defects or errors, which may increase our costs, harm our reputation, give rise to costly litigation, or divert our or our customers’ resources. • Our business is capital intensive, and we may not be able to raise adequate capital to finance our strategies. • Our ability to grow our business depends on the successful production, launch, commissioning, sale and/or operation of our satellites, which is subject to many uncertainties, some of which are beyond our control. • The markets for Data & Analytics and Space Systems businesses have not been established with precision, are still emerging and may not achieve the growth potential we expect or may grow more slowly than expected. • If our satellites and related equipment become impaired, or fail to operate as intended, it could have a material adverse effect on our business, financial condition, and results of operations. • Satellites are subject to production and launch delays, launch failures, and damage or destruction during launch, the occurrence of which could materially and adversely affect our operations. • Our business involves significant risks and uncertainties that may not be covered by insurance or insurance coverage may be insufficient or unavailable on acceptable cost and terms, if at all. • Coordination results may adversely affect our ability to use our satellites in certain orbital locations or may delay our ability to launch satellites and thereby limit our ability to provide our proposed services. • Natural disasters, unusual or unfavorable weather conditions, pandemic or epidemic outbreaks, terrorist acts and geopolitical events (including the new conflicts in Iran and the Middle East) could disrupt our business or satellite launch schedules. • The anticipated benefits of our Domestication are subject to risks and uncertainties, and may not materialize. • Following the Domestication, we lost our foreign private issuer status and are now required to comply with the Exchange Act’s domestic reporting regime, which may cause us to incur significant expenses. • We may not have sufficient cash flows from our business to continue to fund our operations and pay our debt. • If we become a U.S. governmental contractor, our business will be subject to significant U.S. regulations, and changes in U.S. government spending could reduce our revenue and adversely affect our business. • Our technology may violate the proprietary rights of third parties, our intellectual property may be misappropriated or infringed upon by third parties, or we may fail to comply with the terms of any open-source software license applicable to our technology, each of which could have a negative impact on our operations. • We rely on the specialized expertise of our senior management, engineering, sales and operational staff and must retain and attract qualified and highly skilled personnel in order to grow our business successfully. • Continuing inflation and/or elevated interest rates for prolonged periods could have an adverse effect on our business, financial condition, and results of operations. • We have incurred and will continue to incur significant expenses and administrative burdens as a public company, which could have an adverse effect on our business, financial condition, and results of operations. • The ability of management to operate the business successfully is largely dependent upon the efforts of certain of our key personnel.
Risks Relating to the Change in Our Place of Incorporation Previously, our organizational documents were governed by BVI law but upon effectiveness of the Domestication, they are now governed by Delaware law. Following the Domestication, our organizational documents have changed and are now governed by Delaware law rather than BVI law.
Risks Related to the Change in Our Place of Incorporation Previously, our organizational documents were governed by BVI law but upon effectiveness of the Domestication, they are now governed by Delaware law. Following the Domestication, our organizational documents have changed and are now governed by Delaware law rather than BVI law.
Delays in the production of future satellites and the manufacture or procurement of requisite components and launch vehicles, limited availability of appropriate launch windows, possible delays in obtaining regulatory approvals, satellite damage or destruction during launch, launch failures, or incorrect orbital placement could have a material adverse effect on 35 Table of Contents our business, financial condition, and results of operations.
Delays in the production of future satellites and the manufacture or procurement of requisite components and launch vehicles, limited availability of appropriate launch windows, possible delays in obtaining regulatory approvals, satellite damage or destruction during launch, launch failures, or incorrect orbital placement could have a material adverse effect on our business, financial condition, and results of operations.
The occurrence and impact of any of the foregoing is difficult to predict, but one or more of them could result in lengthy interruptions in our services and/or damage our reputation, which could have a material adverse effect on our business, financial condition, results of operations, and/or cash flows. Prolonged unfavorable weather conditions could negatively impact our operations.
The occurrence and impact of any of the foregoing is difficult to predict, but one or more of them could result in lengthy interruptions in our services and/or damage our reputation, which could have a material adverse effect on our business, financial condition, results of operations, and/or cash flows. 37 Table of Contents Prolonged unfavorable weather conditions could negatively impact our operations.
Further, due to the evolving nature of these requirements, we may not be in compliance with all such requirements at all times and, even when we believe we are in compliance, a regulatory agency may determine that we are not. 44 Table of Contents Any changes in applicable laws or regulations could adversely affect our business and financial condition.
Further, due to the evolving nature of these requirements, we may not be in compliance with all such requirements at all times and, even when we believe we are in compliance, a regulatory agency may determine that we are not. Any changes in applicable laws or regulations could adversely affect our business and financial condition.
As part of our sales efforts, we invest considerable time and expense evaluating the specific needs and requirements of our potential customers, which consist largely of government agencies and educating these potential customers about the technical capabilities and value of our satellites and our EO services and the better unit economics we can offer, which in the case of government agencies can be less important.
As part of our sales efforts, we invest considerable time and expense evaluating the specific needs and requirements of our potential customers, which consist largely of government agencies and educating these potential customers about the technical capabilities and value of our satellites and our Data & Analytics services and the better unit economics we can offer, which in the case of government agencies can be less important.
The major existing and potential competitors for our EO services include commercial satellite imagery companies, state-owned imagery providers, aerial imagery companies, free sources of imagery and unmanned aerial vehicles. We also face competition from companies that provide geospatial data analytic information and services to the U.S. government, including defense prime contractors.
The major existing and potential competitors for our products and services include commercial satellite imagery and manufacturing companies, state-owned imagery providers, aerial imagery companies, free sources of imagery and unmanned aerial vehicles. We also face competition from companies that provide geospatial data analytic information and services to the U.S. government, including defense prime contractors.
Our data center, third-party cloud, and managed service provider infrastructure also could be subject to break-ins, cyberattacks, sabotage, intentional acts of vandalism and other misconduct from a spectrum of actors ranging in sophistication from threats common to most industries to more advanced and persistent, highly organized adversaries.
Our data center, third-party cloud, and managed service provider infrastructure also could be subject to break-ins, cyber attacks, sabotage, intentional acts of vandalism and other misconduct from a spectrum of actors ranging in sophistication from threats common to most industries to more advanced and persistent, highly organized adversaries.
While we currently have 22 satellites in orbit, we estimate the gross costs associated with designing, building, and launching our satellites to build out our constellation will be significant, and there can be no assurance that we will complete these deployments on a timely basis, on budget or at all.
While we currently have 19 satellites in orbit, we estimate the gross costs associated with designing, building, and launching our satellites to continue to build out our constellation will be significant, and there can be no assurance that we will complete these deployments on a timely basis, on budget or at all.
Because litigation is inherently unpredictable, we cannot give any assurance that the results of any of these actions will not have a material adverse effect on our business. Continuing inflation and/or elevated interest rates for prolonged periods could have an adverse effect on our business, financial condition, and results of operations.
Because litigation is inherently unpredictable, we cannot give any assurance that the results of any of these actions will not have a material adverse effect on our business. 50 Table of Contents Continuing inflation and/or elevated interest rates for prolonged periods could have an adverse effect on our business, financial condition, and results of operations.
In addition, human operators may execute improper implementation 34 Table of Contents commands that may negatively impact a satellite’s performance. Exposure of our satellites to an unanticipated catastrophic event, such as a meteor shower or a collision with space debris, could reduce the performance of, or completely destroy, the affected satellite.
In addition, human operators may execute improper implementation commands that may negatively impact a satellite’s performance. Exposure of our satellites to an unanticipated catastrophic event, such as a meteor shower or a collision with space debris, could reduce the performance of, or completely destroy, the affected satellite.
If we were found to have inappropriately used open-source software, we may be required to take certain remedial actions that may divert resources away from our development efforts, any of which could adversely affect our business, financial condition, results of operations, and growth prospects.
If we were found to have 49 Table of Contents inappropriately used open-source software, we may be required to take certain remedial actions that may divert resources away from our development efforts, any of which could adversely affect our business, financial condition, results of operations, and growth prospects.
The occurrence of a failure of any of these redundant or backup systems and components could materially impair the useful life, capacity, or operational capabilities of the satellite. Satellites are subject to production and launch delays, launch failures, and damage or destruction during launch, the occurrence of which could materially and adversely affect our operations.
The occurrence of a 35 Table of Contents failure of any of these redundant or backup systems and components could materially impair the useful life, capacity, or operational capabilities of the satellite. Satellites are subject to production and launch delays, launch failures, and damage or destruction during launch, the occurrence of which could materially and adversely affect our operations.
Furthermore, a security event that involves classified or other sensitive government information or certain controlled technical information, could subject us to civil or criminal penalties and could result in loss of government security clearances and other accreditations, loss of our government contracts, loss of access to classified information, loss of export privileges or debarment as a government contractor.
Furthermore, a security event that involves classified or other sensitive government information or certain controlled technical information, could subject us to civil or criminal penalties and could result in loss of government security 48 Table of Contents clearances and other accreditations, loss of our government contracts, loss of access to classified information, loss of export privileges or debarment as a government contractor.
Our systems may not be successfully implemented, pass required acceptance criteria, or operate or give the desired output, or it may not be able to detect and fix all defects in our satellites and our EO services, or resolve any delays or availability issues in the launch services we procure.
Our systems may not be successfully implemented, pass required acceptance criteria, or operate or give the desired output, or it may not be able to detect and fix all defects in our satellites and our Data & Analytics services, or resolve any delays or availability issues in the launch services we procure.
We monitor these developments and devote a significant amount of management’s time and internal and external resources towards compliance with these laws, regulations and guidelines, and such compliance places a significant burden on management’s time and other resources, and it may limit our ability to expand into certain jurisdictions.
We monitor these developments and devote a significant amount of management’s time and internal and external resources towards 44 Table of Contents compliance with these laws, regulations and guidelines, and such compliance places a significant burden on management’s time and other resources, and it may limit our ability to expand into certain jurisdictions.
A 53 Table of Contents loss of investor confidence in the market for our Class A common stock and the stocks of other companies which investors perceive to be similar to us could depress our share price regardless of our business, prospects, financial conditions or results of operations.
A loss of investor confidence in the market for our Class A common stock and the stocks of other companies which investors perceive to be similar to us could depress our share price regardless of our business, prospects, financial conditions or results of operations.
The risk of cyberattack on us may be higher than that on our competitors due to our commitment to providing satellite imagery only to those organizations that will use our imagery for peaceful purposes as stated in our Terms of Use and as we have publicly stated.
The risk of cyber attack on us may be higher than that on our competitors due to our commitment to providing satellite imagery only to those organizations that will use our imagery for peaceful purposes as stated in our Terms of Use and as we have publicly stated.
We will be required to record orbital locations and operational parameters of our satellites with the ITU (as defined below) and to coordinate with other satellite operators and national administrations the use of these orbital locations and operational parameters in order to avoid interference to or from other satellites.
We are required to record orbital locations and operational parameters of our satellites with the ITU (as defined below) and to coordinate with other satellite operators and national administrations the use of these orbital locations and operational parameters in order to avoid interference to or from other satellites.
A variety of U.S. federal, state and foreign laws and regulations govern the collection, use, retention, sharing and security of this information. Laws and regulations relating to privacy, data protection and consumer protection are evolving and subject to potentially differing interpretations.
A variety of U.S. federal, state and foreign laws and regulations govern the collection, use, retention, sharing and security of this information. Laws and regulations relating to privacy, data 45 Table of Contents protection and consumer protection are evolving and subject to potentially differing interpretations.
As cyber threats continue to evolve, including those involving 48 Table of Contents artificial intelligence capabilities, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any cybersecurity vulnerabilities. We expect to continue to maintain cyber liability insurance policies covering certain security and privacy damages.
As cyber threats continue to evolve, including those involving artificial intelligence capabilities, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any cybersecurity vulnerabilities. We expect to continue to maintain cyber liability insurance policies covering certain security and privacy damages.
The Class A common stock have a number of votes per share to equal the number of votes controlled by the Liberty Investor, while Class A common stock have one (1) vote per share.
The Class B common stock has a number of votes per share to equal the number of votes controlled by the Liberty Investor, while Class A common stock have one (1) vote per share.
The availability of many of our EO services depends on the continuing operation of our satellite operations infrastructure, satellite manufacturing operations, information technology and communications systems, some of which are supported by third-party vendors that are not under our control.
The availability of many of our Data & Analytics services depends on the continuing operation of our satellite operations infrastructure, satellite manufacturing operations, information technology and communications systems, some of which are supported by third-party vendors that are not under our control.
If our patents are invalidated or found to be unenforceable, we will lose the ability to exclude others from making, using or selling the inventions claimed. Moreover, an issued patent does not guarantee us the right to use the patented technology or commercialize a product using that technology.
If our patents are invalidated or found to be unenforceable, we will lose the ability to exclude others from making, using or selling the inventions claimed. Moreover, 47 Table of Contents an issued patent does not guarantee us the right to use the patented technology or commercialize a product using that technology.
Customers in the D&I market generally purchase our EO services in connection with government programs that have a limited duration, leading to fluctuating sales to any particular customer in this market from year to year.
Customers in the D&I market generally purchase our services and products in connection with government programs that have a limited duration, leading to fluctuating sales to any particular customer in this market from year to year.
In addition, this insurance will not protect us against all losses to our satellites due to specified exclusions, applicable deductibles and material change limitations, and it may be difficult to insure against certain risks, including a partial deterioration in satellite performance and satellite re-entry.
In addition, this insurance will not protect us against all losses to our satellites due to specified exclusions, applicable deductibles and material change limitations, and it 36 Table of Contents may be difficult to insure against certain risks, including a partial deterioration in satellite performance and satellite re-entry.
The occurrence of any of the foregoing could result in lengthy interruptions in our services 37 Table of Contents and/or damage our reputation, which could have a material adverse effect on our business, financial condition, and results of operations.
The occurrence of any of the foregoing could result in lengthy interruptions in our services and/or damage our reputation, which could have a material adverse effect on our business, financial condition, and results of operations.
Any such failure could also cause our investors to lose confidence in the accuracy and completeness of our financial reports, which could have a materially adverse effect on the price of our securities.
Any such 54 Table of Contents failure could also cause our investors to lose confidence in the accuracy and completeness of our financial reports, which could have a materially adverse effect on the price of our securities.
Our pricing structure may not be optimal and may require adjustments over time. The pricing of our products and services will vary depending on the specific application and customer specifications. Given the complexity in determining pricing structures for our EO services, we may experience difficulty determining the appropriate price structure for our products and services.
Our pricing structure may not be optimal and may require adjustments over time. The pricing of our products and services will vary depending on the specific application and customer specifications. Given the complexity in determining pricing structures for our Data & Analytics services and satellites, we may experience difficulty determining the appropriate price structure for our products and services.
If we are unable to build, expand, and deploy additional management, engineering, sales and operational staff in a timely 49 Table of Contents manner, or if we are unable to hire, retain, train, and motivate such personnel, our growth and long-term success could be adversely impacted.
If we are unable to build, expand, and deploy additional management, engineering, sales and operational staff in a timely manner, or if we are unable to hire, retain, train, and motivate such personnel, our growth and long-term success could be adversely impacted.
Consequently, investors may need to rely on sales of their shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment.
Consequently, investors may need 51 Table of Contents to rely on sales of their shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment.
Whether such defense or governmental contracts are directly with the U.S. government, a foreign government (including Albania), or one of their respective agencies, or indirectly as a subcontractor or team member, our contracts and subcontracts are or will be subject to special risks.
Whether such defense or governmental contracts are entered into directly with the U.S. government, a foreign government, or one of their respective agencies, or indirectly as a subcontractor or team member, our contracts and subcontracts are or will be subject to special risks.
In addition, the cost to scale satellite production may be more than we are currently forecasting based on higher plant acquisition and build out costs, higher labor costs, increases in plant and equipment costs, increased transportation and supply chain costs and higher costs to manage and administer the plant and supply chain.
In addition, the cost to scale satellite production may be more than we are currently forecasting based on higher plant acquisition and build out costs, higher labor costs, increases in 27 Table of Contents plant and equipment costs, increased transportation and supply chain costs and higher costs to manage and administer the plant and supply chain.
Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have received notice of and consented to the foregoing provisions.
Any person or entity purchasing or otherwise acquiring any interest in shares of 39 Table of Contents our capital stock is deemed to have received notice of and consented to the foregoing provisions.
The increased bargaining power of these contractors may adversely affect our ability to compete for contracts and, as a result, may materially and adversely affect our business or results of operations in the future. • Our usage policy currently restricts usage of our EO services, data and Platform for peaceful use only, and that may limit our ability to compete for and win certain defense-related contracts. • While we intend to effect the Domestication in order to better position ourselves to execute our realigned strategic focus on the U.S. market, including competing for U.S. government D&I-related contracts, there can be no assurance that the Domestication will allow us to successfully obtain any such contracts, nor will it resolve the foregoing risks.
The increased bargaining power of these contractors may adversely affect our ability to compete for contracts and, as a result, may materially and adversely affect our business or results of operations in the future. • Our usage policy currently restricts usage of our Data & Analytics services, data and Platform for peaceful use only, and that may limit our ability to compete for and win certain defense-related contracts. • While we executed the Domestication in part to better position ourselves to execute our realigned strategic focus on the U.S. market, including competing for U.S. government D&I-related contracts, there can be no assurance that the Domestication will continue to enable us to successfully obtain any such contracts, nor will it resolve the foregoing risks.
If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our share price may be more volatile. ITEM 1B. UNRESOLVED STAFF COMMENTS None 55 Table of Contents
If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our share price may be more volatile. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
The GDPR, the UK GDPR, and other state and global laws and regulations have increased our responsibility and potential liability in relation to personal data, and we have and will continue to put in place additional processes and 45 Table of Contents programs to demonstrate compliance.
The GDPR, the UK GDPR, and other state and global laws and regulations have increased our responsibility and potential liability in relation to personal data, and we have and will continue to put in place additional processes and programs to demonstrate compliance.
In addition, if interest in our EO services by commercial customers, or the expected growth in commercial applications for EO services, is less than expected, or our satellite and related technologies are unable to meet expected customer expectations and demand, our business and financial results will be materially and adversely affected.
In addition, if interest in our Data & Analytics services and Space Systems by customers, or the expected growth in commercial applications for Data & Analytics services and Space Systems, is less than expected, or our satellite and related technologies are unable to meet expected customer expectations and demand, our business and financial results will be materially and adversely affected.
If the number of companies offering launch services or the number of launches does not grow in the future or there is a consolidation among companies who offer these services, this could result in a shortage of space on these launch vehicles, which may cause prices to increase, or result in our inability to secure space on a launch vehicle and, as a result, delays in our launch schedule.
If the number of companies offering launch services or the number of launches does not grow in the future, contract disputes arise with existing launch providers, or there is a consolidation among companies who offer these services, this could result in a shortage of space on these launch vehicles, which may cause prices to increase, or result in our inability to secure space on a launch vehicle and, as a result, delays in our launch schedule.
Competitors also may harm our sales by 46 Table of Contents designing products that mirror the capabilities of our products or technology without infringing on our intellectual property rights.
Competitors also may harm our sales by designing products that mirror the capabilities of our products or technology without infringing on our intellectual property rights.
Accordingly, we currently have no insurance to cover any third-party damages that may be caused by any of our satellites, including personal and property insurance. If we experience significant uninsured losses, such events could have a material adverse impact on our business, financial condition, and results of operations.
We do not maintain third-party liability insurance with respect to our satellites. Accordingly, we currently have no insurance to cover any third-party damages that may be caused by any of our satellites, including personal and property insurance. If we experience significant uninsured losses, such events could have a material adverse impact on our business, financial condition, and results of operations.
These changes could have a negative impact on our business in the future. • We may compete directly with other suppliers or align with a prime or subcontractor competing for a contract.
These changes could have a negative impact on our business in the future. 26 Table of Contents • We may compete directly with other suppliers or align with a prime or subcontractor competing for a contract.
In the near term, we intend to derive substantially all our revenues from providing our EO services to international government D&I agencies, and in the longer term, intend to expand our operations to serve commercial customers in a variety of markets and industries.
In the near term, we intend to derive substantially all our revenues from providing our Data & Analytics services and Space Systems to international government D&I agencies, and in the longer term, intend to expand our operations to serve commercial customers in a variety of markets and industries.
Further, our limited financial track record, without meaningful revenue from our expected future principal business, is of limited reference value for an assessment of our business and future prospects. As of December 31, 2024, we have an accumulated deficit of $400.1 million. For the year ended December 31, 2024, we had net cash used in operating activities of $35.9 million.
Further, our limited financial track record, without meaningful revenue from our expected future principal business, is of limited reference value for an assessment of our business and future prospects. As of December 31, 2025, we have an accumulated deficit of $404.9 million. For the year ended December 31, 2025, we had net cash used in operating activities of $26.9 million.
As of December 31, 2024, we had cash and cash equivalents of $22.5 million. We will continue to incur losses and negative operating cash flows until we are able to onboard a sufficient number of customers, contracts and launch and scale a sufficient number of our constellation of satellites, to become profitable and generate positive operating cash flows.
As of December 31, 2025, we had cash and cash equivalents of $94.4 million. We will continue to incur losses and negative operating cash flows until we are able to onboard a sufficient number of customers, contracts and launch and scale a sufficient number of our constellation of satellites, to become profitable and generate positive operating cash flows.
Market acceptance of our EO services may not continue, and our business is dependent upon our ability to keep pace with the latest technological changes. The market for our EO services is characterized by rapid technological change and evolving industry standards.
Market acceptance of our products and services may not continue, and our businesses are dependent upon our ability to keep pace with the latest technological changes. The market for our products and services is characterized by rapid technological change and evolving industry standards.
The successful development, integration, and operation of our satellites and our EO services involves many uncertainties, some of which are beyond our control, including, but not limited to: • timing in finalizing satellite design and specifications; • performance of satellites meeting design specifications; • failure of satellites as a result of technological or manufacturing difficulties, design issues or other unforeseen matters; • engineering and/or manufacturing performance failing or falling below expected levels of output or efficiency; • increases in costs of materials and supplied components and services; • changes in project scope; • our ability to obtain additional applicable approvals, licenses or certifications from regulatory agencies, if required, and to maintain current approvals, licenses or certifications; • performance of our manufacturing facilities despite risks that disrupt productions, such as natural disasters, catastrophic events or labor disputes; • performance of a limited number of suppliers for certain raw materials and supplied components, the accuracy of supplier representations as to the suitability of such raw materials and supplied components for our products, and their willingness to do business with us; • performance of our internal and third-party resources that support our R&D activities; • our ability to protect our intellectual property critical to the design and function of our satellites and our EO services; • our ability to continue funding and maintaining our R&D activities; • successful completion of demonstration missions; and • the impact of public health emergencies on us, our customers and suppliers, and the global economy. 33 Table of Contents The occurrence or failure of any of the above events, as applicable, could have a material adverse effect on our ability to continue to develop, integrate and operate our satellites and related infrastructure, products, and services, which could materially adversely affect our business, financial condition, and results of operations.
The successful development, integration, and operation of our satellites and our Data & Analytics services involves many uncertainties, some of which are beyond our control, including, but not limited to: • timing in finalizing satellite design and specifications; • performance of satellites meeting design specifications; • failure of satellites as a result of technological or manufacturing difficulties, design issues or other unforeseen matters; • engineering and/or manufacturing performance failing or falling below expected levels of output or efficiency; • increases in costs of materials and supplied components and services; • changes in project scope; • our ability to obtain applicable approvals, licenses or certifications from regulatory agencies, if required, and to maintain current approvals, licenses or certifications; • performance of our manufacturing facilities despite risks that disrupt productions, such as natural disasters, catastrophic events or labor disputes; • performance of a limited number of suppliers for certain raw materials and supplied components, the accuracy of supplier representations as to the suitability of such raw materials and supplied components for our products, and their willingness to do business with us; • performance of our internal and third-party resources that support our R&D activities; 33 Table of Contents • our ability to protect our intellectual property critical to the design and function of our satellites and our EO services; • our ability to continue funding and maintaining our R&D activities; • successful completion of demonstration missions; and • the impact of public health emergencies on us, our customers and suppliers, and the global economy.
Any damage or destruction to our satellites while in orbit as a result of anomalies, failures, collisions with our satellites or other satellites or debris, radiation damage or other catastrophic event will not be covered by insurance, and accordingly, we will be required to pay for the repair or replacement of such satellite which may have a material adverse effect on our financial condition, and results of operations. 36 Table of Contents We do not maintain third-party liability insurance with respect to our satellites.
Any damage or destruction to our satellites while in orbit as a result of anomalies, failures, collisions with our satellites or other satellites or debris, radiation damage or other catastrophic event will not be covered by insurance, and accordingly, we will be required to pay for the repair or replacement of such satellite which may have a material adverse effect on our financial condition, and results of operations.
We are currently pursuing a license with the Federal Communications Commission (“FCC”). 40 Table of Contents We also find that we are subject to directly and through our contract with SpaceX for launch of our satellites, the U.S. regulations of FAA licensing requirements. We have taken appropriate measures to assure full compliance with these and similar regulations.
We are currently pursuing a license with the Federal Communications Commission (“FCC”). We also are subject, directly and through our contract with SpaceX for launch of our satellites, to the U.S. regulations of FAA licensing requirements. We have taken appropriate measures to ensure full compliance with these and similar regulations.
Failure to comply with the requirements of the National Industrial Security Program could jeopardize our ability to provide our products and services to the U.S. government. A large part of our growth strategy includes seeking U.S. governmental agency customers, particularly in D&I, though we have not acquired any U.S. governmental agency customers to date.
Failure to comply with the requirements of the National Industrial Security Program could jeopardize our ability to provide our products and services to the U.S. government. A large part of our growth strategy includes seeking U.S. governmental agency customers, particularly in D&I.
We may not be awarded the contract if the pricing or product offering is not competitive, either at 26 Table of Contents our level or the prime or subcontractor level.
We may not be awarded the contract if the pricing or product offering is not competitive, either at our level or the prime or subcontractor level.
As we work to transition from initial start-up activities to commercial production and sales, it is difficult to forecast our future results. We have limited insight into trends that may emerge and affect our business, including our ability to attract and retain customers and the competition we will face.
As we continue to transition to commercial production and sales, it is difficult to forecast our future results. We have limited insight into trends that may emerge and affect our business, including our ability to attract and retain customers and the competition we will face.
The success of our business will be highly dependent on our ability to effectively market and sell our EO services and to convert our pipeline of potential contracts into actual revenues, which can be a costly process.
The success of our business will be highly dependent on our ability to effectively market and sell our Data & Analytics and Space Systems products and services and to convert our pipeline of potential contracts into actual revenues, which can be a costly process.
We also try to protect our intellectual property by filing patent applications related to our technology, inventions and improvements that are important to the development of our business. The steps we take to protect our intellectual property may be inadequate. We currently have 30 issued patents, two issued utility models and 49 patent applications pending in nine jurisdictions.
We also try to protect our intellectual property by filing patent applications related to our technology, inventions and improvements that are important to the development of our business. The steps we take to protect our intellectual property may be inadequate. We currently have 45 issued patents, 2 issued utility models and 40 patent applications pending in 11 jurisdictions.
For example: • Changes in government administration and national and international priorities, including developments in the geopolitical environment, or regulatory requirements, could have a significant impact on national or international defense spending priorities and the efficient handling of routine contractual matters.
For example: • Changes in government administration and national and international priorities, including developments in the geopolitical environment (such as the new conflicts in Iran and the Middle East), or regulatory requirements, could have a significant impact on national or international defense spending priorities and the efficient handling of routine contractual matters.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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In furtherance of detecting, identifying, classifying and mitigating cybersecurity and other data security threats, we also: • Use MFA based authentication and other cryptographical processes to address identity-based cybersecurity risks. • Use context aware access control processes. • Adopted processes to ensure security in specific remote environments. • Have implemented anti-phishing technologies. • Deploy anti-malware solutions, and have them continuously updated. • Implemented a SIEM system, where we monitor (automatically and otherwise) our networks, systems and users. • Perform periodic network and vulnerability scans of our external and internal networks and systems. • Have an incident detection and response team, with its policies and procedures, to review all events that may be part of a security incident. • Use processes to assess and prioritize risks related to applications and how we use them. • Ensure the asset inventory for relevant system components is kept current and accurate; • Maintain updated network and systems architecture documentation • Periodically engage well known external consultants, where appropriate, to assess, test or otherwise assist with aspects of our security controls. • Provide mandatory training on security and compliance matters to all employees, and some more specific as roles and responsibilities require. • Have defined and periodically updated our information security policies regarding, among others, access and control, networked devices, credentials management, physical security, etc. • Implement a secure software development life cycle and a maturity model to assess it, and accompany engineering teams during all the phases of the cycle. • Evaluate the information security risk associated with suppliers, partners, applications and services used.
In furtherance of detecting, identifying, classifying and mitigating cybersecurity and other data security threats, we also: • Use multi-factor authentication and other cryptographical processes to address identity-based cybersecurity risks. • Use context aware access control processes. • Adopted processes to ensure security in specific remote environments. 55 Table of Contents • Have implemented anti-phishing technologies. • Deploy anti-malware solutions and have them continuously updated. • Implemented a Security Information and Event Management (SIEM) system, where we monitor (automatically and otherwise) our networks, systems and users. • Perform periodic network and vulnerability scans of our external and critical internal networks and systems. • Have an incident detection and response team, with its policies and procedures, to review all events that may be part of a security incident. • Use processes to assess and prioritize risks related to applications and how we use them. • Ensure the asset inventory for relevant system components is kept current and accurate; • Maintain updated network and systems architecture documentation • Periodically engage well-known external consultants, where appropriate, to assess, test or otherwise assist with aspects of our security controls. • Provide mandatory training on security and compliance matters to all employees, and some more specific as roles and responsibilities require. • Have defined and periodically updated our information security policies regarding, among others, access and control, networked devices, credentials management, physical security, etc. • Implement a secure software development life cycle and a maturity model to assess it, and accompany engineering teams during the process. • Evaluate the information security risk associated with suppliers, partners, applications and services used.
ITEM 1C. CYBERSECURITY The strategy followed by our Security Incident Response Team (“SIRT”) for managing material risks from cybersecurity threats is aligned to the National Institute of Standards and Technology’s (“NIST”) Cyber Security Framework 1.1 and its associated references in NIST SP 800-53r5.1.1 and NIST 800-61r2 Guides.
ITEM 1C. CYBERSECURITY The strategy followed by our Security Incident Response Team (“SIRT”) for managing material risks from cybersecurity threats is aligned to the National Institute of Standards and Technology’s (“NIST”) Cybersecurity Framework 2.0 and its associated references in NIST SP 800-53r5.1.1 and NIST 800-61r2 Guides.
The CISO is directly responsible for directing, “all cyber related activities (including monitoring, preventing, detecting, mitigating, and remediating” and informing the Audit Committee of any cybersecurity incident or threat with material impact, including such threats associated with our use of external suppliers and other third-party service providers.
The CISO is directly responsible for directing, “all cyber related activities (including monitoring, preventing, detecting, mitigating, and remediating)” and informing the Audit Committee of any cybersecurity incident or threat with material impact, including such threats associated with our use of external suppliers and other third-party service providers.
The CISO and VP of Information Security have more than 25- and 30-years’ experience, respectively, working directly in the cybersecurity industry, performing and coordinating red-teaming and blue-teaming exercises, conducting research and developing cybersecurity tools and products, as well as presenting at various international conferences.
The CISO and Vice President of Information Security have more than 25- and 30-years’ experience, respectively, working directly in the cybersecurity industry, performing and coordinating red-teaming and blue-teaming exercises, conducting research and developing cybersecurity tools and products, as well as presenting at various international conferences.
We have not identified any cybersecurity incident that had or may have a material impact on our business whatsoever, in particular, no unauthorized access to our information technology systems that either occurred or is 56 Table of Contents reasonably likely to have occurred, including of reports submitted to us by third parties (including regulatory agencies, law enforcement agencies and security consultants), to the extent that such unauthorized access to our information technology systems is reasonably likely to have a material effect on the (consolidated) financial statements, in each case or in the aggregate, and no ransomware attacks when we had been asked, paid or are contemplating paying a ransom, regardless of the amount.
We have not identified any cybersecurity incident that has had or may have a material impact on our business and, in particular, no unauthorized access to our information technology systems that has either occurred or is reasonably likely to have occurred, including any reports submitted to us by third parties (including regulatory agencies, law enforcement agencies and security consultants), to the extent that such unauthorized access to our information technology systems is reasonably likely to have a material effect on the (consolidated) financial statements, in each case or in the aggregate, and no ransomware attacks in which we have been asked, paid or are contemplating paying a ransom, regardless of the amount.
We have established a committee specifically dedicated to determining the materiality of cybersecurity incidents (the “Materiality Determination Committee”), which includes key members of our organization: the CFO, Chief Information Security Officer (“CISO”), and the Sr. VP of Operations, the latter having ultimate oversight responsibility for compliance matters.
We have established a committee specifically dedicated to determining the materiality of cybersecurity incidents (the “Materiality Determination Committee”), which includes key members of our organization: the Chief Financial Officer, Chief Information Security Officer (“CISO”), and the Senior Vice President of Operations, the latter having ultimate oversight responsibility for compliance matters.
The strategy was updated in the fourth quarter of 2023 to support our compliance with the SEC’s Rules on Cybersecurity Disclosure for Public Companies and then it was reviewed in the fourth quarter of 2024 as part of our yearly review cycle and is included in our overall enterprise risk management program.
The strategy was updated in the fourth quarter of 2023 to support our compliance with the SEC’s Rules on Cybersecurity Disclosure for Public Companies and has been annually reviewed in the fourth quarter since that time as part of our yearly review cycle and is included in our overall enterprise risk management program.
VP of Operations, Chief Technology Officer (“CTO”), Chief Product Officer (“CPO”), and Sr VPs of Engineering) on cybersecurity matters including any confirmed incident or any possible threat with a material or otherwise meaningful impact and shares an updated dashboard with key performance indicators on on-going efforts and long-term metrics.
Our Materiality Determination Committee is tasked with determining the materiality of cybersecurity incidents. Also, on a regular basis, the CISO updates the Executive Leadership Team on cybersecurity matters including any confirmed incident or any possible threat with a material or otherwise meaningful impact and shares an updated dashboard with key performance indicators on on-going efforts and long-term metrics.
The process for materiality determination of a cybersecurity threat event considers the possibility of contacting the Audit Committee for assistance, if needed, or to inform of the evolution of an incident with possible material impact. Our Materiality Determination Committee is tasked with determining the materiality of cybersecurity incidents.
The information in these reports and the results of these discussions are used to drive alignment on, and prioritization of, initiatives to enhance our cybersecurity strategies, policies, and processes and make recommendations to improve processes. 56 Table of Contents The process for materiality determination of a cybersecurity threat event considers the possibility of contacting the Audit Committee for assistance, if needed, or to inform of the evolution of an incident with possible material impact.
Removed
The information in these reports and the results of these discussions are used to drive alignment on, and prioritization of, initiatives to enhance our cybersecurity strategies, policies, and processes and make recommendations to improve processes.
Removed
Also, every week the CISO updates the Executive Leadership Team (CEO, President, CFO, Sr.

Item 2. Properties

Properties — owned and leased real estate

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ITEM 2. PROPERTIES Facilities We operate a facility in a free trade zone, Zonamerica, in Montevideo, Uruguay, which consists of approximately 11,300 square feet of office space and an approximately 11,200 square foot manufacturing plant, with an annual production capacity of approximately 24 satellites.
ITEM 2. PROPERTIES Facilities We operate a facility in a free trade zone, Zonamerica, in Montevideo, Uruguay, which consists of approximately 11,300 square feet of office space and an approximately 11,200 square foot manufacturing plant, with an annual production capacity of approximately 24 satellites, which is leased pursuant to multi-year lease agreements until May 2030.
In addition, we maintain approximately 10,300 square feet of aggregate space dedicated to administrative, finance, sales, marketing and R&D functions in Buenos Aires, Argentina (R&D and administrative), Córdoba, Argentina (R&D), Barcelona, Spain (R&D), and our principal executive office in Davidson, North Carolina, United States (finance, sales and marketing). 57 Table of Contents Our office buildings are leased over various lease terms extending until the end of calendar year 2029.
In addition, we maintain approximately 10,300 square feet of aggregate space dedicated to administrative, finance, sales, marketing and R&D functions in Buenos Aires, Argentina (R&D and administrative), Córdoba, Argentina (R&D), Barcelona, Spain (R&D), and our principal executive office in Davidson, North Carolina, United States (finance, sales and marketing).
We believe that our office space is adequate for our current needs and should we need additional space, we believe we will be able to obtain additional space on commercially reasonable terms.
Our office buildings are leased over various lease terms extending until the end of calendar year 2029. We believe that our office space is adequate for our current needs and should we need additional space, we believe we will be able to obtain additional space on commercially reasonable terms.
Removed
Of our 22 satellites in orbit today 21 were manufactured, assembled, integrated and tested in this facility, which is leased pursuant to multi-year lease agreements scheduled to be renewed in May 2025.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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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.
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 4. MINE SAFETY DISCLOSURES Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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There were approximately 88 stockholders of record of Class A shares and 4 holders of record of the Warrants as of March 14, 2025. Dividend Policy The Company has never declared or paid any cash dividends and has no plan to declare or pay any dividends on Class A common stock in the foreseeable future.
There were approximately 88 stockholders of record of Class A shares and 4 holders of record of the Warrants as of March 14, 2026. Dividend Policy The Company has never declared or paid any cash dividends and has no plan to declare or pay any dividends on Class A common stock in the foreseeable future.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders The Company’s Class A common stock and Public Warrants are traded on the Nasdaq Capital Market under the trading symbols “SATL” and “SATLW,” respectively.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders 57 Table of Contents The Company’s Class A common stock and Public Warrants are traded on the Nasdaq Capital Market under the trading symbols “SATL” and “SATLW,” respectively.
Securities Authorized for Issuance Under Equity Compensation Plans Information concerning the Company’s equity compensation plans is incorporated herein by reference to Item 12 of Part III of this Report.
Securities Authorized for Issuance Under Equity Compensation Plans Information concerning the Company’s equity compensation plans is incorporated herein by reference to Item 12 of Part III of this Report. Recent Sales of Unregistered Securities There were no unregistered sales of equity securities for the fiscal year ended December 31, 2025. ITEM 6. [RESERVED]
Removed
Recent Sales of Unregistered Securities As previously announced, on December 8, 2024, the Company entered into a Share Purchase Agreement with the Purchaser, pursuant to which the Company issued in a private placement pursuant to the exemption provided in Section 4(a)(2) under the Securities Act 3,571,429 shares of Class A common stock to the Purchaser at a purchase price of $2.80 per share.
Removed
The closing of the private placement occurred on December 10, 2024 and the Company received gross proceeds of $10,000,000

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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The warrant liability is initially recorded at fair value upon the date of issuance of each warrant and is subsequently remeasured to fair value at each reporting date. The private warrants are categorized as Level 3 fair value measurement using the Black-Scholes model with inputs that include current price of our common stock, exercise price, volatility, and risk-free rate.
The warrant liability is initially recorded at fair value upon the date of issuance of each warrant and is subsequently remeasured to fair value at each reporting date. The private warrants are categorized as Level 3 69 fair value measurement using the Black-Scholes model with inputs that include current price of our common stock, exercise price, volatility, and risk-free rate.
Significant judgment is required in determining performance obligations, and these decisions could change the amount of revenue and profit or loss recorded in each period. Determination of and Allocation of Transaction Price The Company estimates any variable consideration, and whether the transaction price is constrained, upon execution of each contract.
Significant judgment is required in determining performance obligations, and these decisions could change the amount of revenue and profit or loss recorded in each period. Determination of and allocation of transaction price 68 The Company estimates any variable consideration, and whether the transaction price is constrained, upon execution of each contract.
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 reflective of our underlying operating performance.
We believe these measures provide analysts, investors and management with helpful information regarding the underlying operating performance of our business, as they provide meaningful 63 supplemental information regarding our performance and liquidity by removing the impact of items that we believe are not reflective of our underlying operating performance.
On April 12, 2024, the Company, Borrower, and Holder Representative entered into the Note Purchase Agreement with the Purchaser, pursuant to which the Borrower agreed to issue the Secured Convertible Notes in the aggregate principal amount of $30 million to the Purchaser.
On April 12, 2024, the Company, Borrower, and Holder Representative entered into the Note Purchase Agreement with the Purchaser, pursuant to which Borrower agreed to issue the Secured Convertible Notes in the aggregate principal amount of $30.0 million to the Purchaser.
In addition, on December 20, 2024, the Company entered into a Sales Agreement with CF&Co., acting as the Company’s sales agent, pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, its Class A common stock, having an aggregate offering amount of up to $50,000,000 (the “ATM Program”).
On December 20, 2024, the Company entered into a Sales Agreement with CF&Co., acting as the Company’s sales agent, pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, its Class A common stock, having an aggregate offering amount of up to $50,000,000 (the “ATM Program”).
We did not incur amortization expense during the years ended December 31, 2024 and 2023. We define Non-GAAP Adjusted EBITDA as Non-GAAP EBITDA further adjusted for other income, net, changes in the fair value of financial instruments, and stock-based compensation. Other income, net consists primarily of foreign currency gains and losses.
We did not incur amortization expense during the years ended December 31, 2025 and 2024. We define Non-GAAP Adjusted EBITDA as Non-GAAP EBITDA further adjusted for other income, net, changes in the fair value of financial instruments, and stock-based compensation. Other income, net consists primarily of foreign currency gains and losses.
On December 10, 2024, we filed a shelf registration statement which registers, among other things, the offer and sale by us of up to $150 million aggregate amount of our Class A common stock. The shelf registration statement was declared effective by the SEC on December 20, 2024.
On December 10, 2024, the Company filed a shelf registration statement which registers, among other things, the offer and sale by us of up to $150 million aggregate amount of our Class A common stock. The shelf registration statement was declared effective by the SEC on December 20, 2024.
The Consolidated Financial Statements as of December 31, 2024 and 2023, and for the years then ended (the “Consolidated Financial Statements”) have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC. The Consolidated Financial Statements include our accounts and those of our wholly owned subsidiaries.
The Consolidated Financial Statements as of December 31, 2025 and 2024, and for the years then ended (the “Consolidated Financial Statements”) have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC. The Consolidated Financial Statements include our accounts and those of our wholly owned subsidiaries.
We performed an impairment test as of December 31, 2024 and 2023 due to our net losses for the related periods. We concluded that our asset group is not impaired as our test concluded that the expected future undiscounted cash flows exceeded the carrying value of the asset group.
We performed an impairment test as of December 31, 2025 and 2024 due to our net losses for the related periods. We concluded that our asset group is not impaired as our test concluded that the expected future undiscounted cash flows exceeded the carrying value of the asset group.
Risk Factors – Risks Relating to the Change in Our Place of Incorporation.” Key Components of Results of Operations The following briefly describes the components of revenue and expenses as presented in our Consolidated Statements of Operations and Comprehensive Loss.
Risk Factors – Risks Related to the Change in Our Place of Incorporation.” Key Components of Results of Operations The following briefly describes the components of revenue and expenses as presented in our Consolidated Statements of Operations and Comprehensive Loss.
For our Space 60 Table of Contents Systems business lines, we sell our satellites and related products directly to customers and typically recognize revenue at a point in time. Cost of sales Cost of sales includes direct costs related to ground stations, cloud and infrastructure costs and digital image processing.
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 sales Cost of sales includes direct costs related to ground stations, cloud and infrastructure costs and digital image processing.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 58 Table of Contents 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.
ITEM 7. 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.
We determine the selling price by considering our overall pricing practices 69 Table of Contents and market conditions, including our discounting practices, the size and volume of our transactions, the customer demographic, price lists, historical sales, contract prices and customer relationships.
We determine the selling price by considering our overall pricing practices and market conditions, including our discounting practices, the size and volume of our transactions, the customer demographic, price lists, historical sales, contract prices and customer relationships.
GAAP amounts excluded from these non-GAAP financial measures, and evaluating these non-GAAP financial measures together with their relevant financial measures in accordance 64 Table of Contents 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.
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.
In accordance with ASC 815-40, the earnout shares are not indexed to the common stock and therefore are accounted for as a liability at the Reverse Recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a 70 Table of Contents component of Changes in Fair Value of Financial Instruments in the consolidated statements of operations.
In accordance with ASC 815-40, the earnout shares are not indexed to the common stock and therefore are accounted for as a liability at the Reverse Recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of Changes in Fair Value of Financial Instruments in the Consolidated Statements of Operations and Comprehensive Loss.
All intercompany accounts and transactions have been eliminated in consolidation. The 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 Asset Monitoring, CaaS and Space Systems business lines.
All intercompany accounts and transactions have been eliminated in consolidation. The 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 Asset Monitoring 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.
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.
Risk Factors included in this Report, could have an adverse impact on our business and financial prospects and cause us to seek additional financing to fund future operations. 67 Table of Contents Cash Flows Summary The following table summarizes our cash flow information for the years ended December 31, 2024 and 2023.
Risk Factors included in this Report, could have an adverse impact on our business and financial prospects and cause us to seek additional financing to fund future operations. 66 Cash Flows Summary The following table summarizes our cash flow information for the years ended December 31, 2025 and 2024.
The decrease was driven primarily by a decrease in salaries, wages, and other benefits and stock-based compensation as a result of the Company’s workforce reductions in 2024 and other expense reductions resulting from continued cash control measures during 2024, in addition to fees resulting from the termination of our high-throughput plant lease in the Netherlands.
The decrease was driven primarily by a decrease in salaries, wages, and other benefits as a result of the Company’s workforce reductions in 2024 and other expense reductions resulting from continued cash control measures during 2024, in addition to a reduction in costs resulting from the termination of our high-throughput plant lease in the Netherlands in 2024.
Debt Refer to Note 17 (Secured Convertible Notes) to the Consolidated Financial Statements for a discussion of our debt at December 31, 2024. As of December 31, 2023, we had no outstanding debt. Critical Accounting Policies and Estimates Our financial statements have been prepared in accordance with U.S. GAAP.
Debt Refer to Note 17 (Secured Convertible Notes) to the Consolidated Financial Statements for a discussion of our debt at December 31, 2025 and 2024. Critical Accounting Policies and Estimates Our financial statements have been prepared in accordance with U.S. GAAP.
Investing activities have increased substantially as we ramped up satellite production activity and factory development in connection with expanding our production capacity. 68 Table of Contents Net cash used in investing activities was $5.0 million for the year ended December 31, 2024, compared to $14.4 million for the year ended December 31, 2023.
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 was $7.4 million for the year ended December 31, 2025, compared to $5.0 million for the year ended December 31, 2024.
As of December 31, 2024, we had $22.5 million in cash and cash equivalents on hand and total Secured Convertible Note principal and accrued interest outstanding of $31.0 million. Since our formation, we have devoted substantial effort and capital resources to the development of our satellite constellation and image technology.
As of December 31, 2025, we had $94.4 million in cash and cash equivalents on hand and total Secured Convertible Note principal and accrued interest outstanding of $30.9 million. Since our formation, we have devoted substantial effort and capital resources to the development of our satellite constellation and image technology.
On February 12, 2025, the Company entered into the Amended Sales Agreement with CF&Co. and Northland, pursuant to which Northland was added as an additional Sales Agent under the ATM Program. No Class A common stock was sold pursuant to the Amended Sales Agreement during 2024.
On February 12, 2025, the Company entered into the Amended Sales Agreement with CF&Co. and Northland, pursuant to which Northland was added as an additional Sales Agent under the ATM Program.
Year Ended December 31, (in thousands of U.S. dollars) 2024 2023 Net cash used in operating activities $ (35,890) $ (49,571) Less purchases of property and equipment (5,038) (14,885) Non-GAAP Free Cash Flow $ (40,928) $ (64,456) 65 Table of Contents 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.
Year Ended December 31, (in thousands of U.S. dollars) 2025 2024 Net cash used in operating activities $ (26,886) $ (35,890) Less purchases of property and equipment (7,376) (5,038) Non-GAAP Free Cash Flow $ (34,262) $ (40,928) 64 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.
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 will also rely on certain reduced reporting and other requirements that are otherwise generally applicable to public companies. 70 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.
Year Ended December 31, (in thousands of U.S. dollars) 2024 2023 Net cash flows: Net cash flows used in operating activities $ (35,890) $ (49,571) Net cash flows used in investing activities (5,032) (14,435) Net cash flows (used in) provided by financing activities 37,455 (83) Net change in cash, cash equivalents and restricted cash $ (3,467) $ (64,089) Cash Flows Used in Operating Activities The cash flows 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.
Year Ended December 31, (in thousands of U.S. dollars) 2025 2024 Net cash flows: Net cash flows used in operating activities $ (26,886) $ (35,890) Net cash flows used in investing activities (7,376) (5,032) Net cash flows provided by financing activities 112,513 37,455 Net change in cash, cash equivalents and restricted cash $ 78,251 $ (3,467) Cash Flows Used in Operating Activities The cash flows 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.
The following presents our non-GAAP financial measures, along with the most comparable GAAP metric: Year Ended December 31, (in thousands of U.S. dollars) 2024 2023 Net loss available to stockholders $ (116,272) $ (61,018) EBITDA (non-GAAP) (100,688) (34,629) Adjusted EBITDA (non-GAAP) (33,731) (44,075) Net cash used in operating activities (35,890) (49,571) Free Cash Flow (non-GAAP) (40,928) (64,456) 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.
The following presents our non-GAAP financial measures, along with the most comparable GAAP metric: Year Ended December 31, (in thousands of U.S. dollars) 2025 2024 Net loss available to stockholders $ (4,783) $ (116,272) EBITDA (non-GAAP) 3,643 (100,688) Adjusted EBITDA (non-GAAP) (17,427) (33,731) Net cash used in operating activities (26,886) (35,890) Free Cash Flow (non-GAAP) (34,262) (40,928) 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.
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.
Income tax (expense) benefit 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.
We are currently an early-stage company, and while our revenues have increased each year, we have historically not demonstrated an ability to generate enough revenues to sustain the business and have relied on outside financing, both debt and equity to supplement the cash flows generated from our operations.
We are currently an early-stage company, and while our revenues have increased each year, we have historically generated insufficient revenues to sustain the business from both legacy and new business lines and have relied on outside 59 Table of Contents financing, both debt and equity to supplement the cash flows generated from our operations.
Year Ended December 31, (in thousands of U.S. dollars) 2024 2023 Net loss available to stockholders $ (116,272) $ (61,018) Interest expense 71 51 Income tax expense 2,858 9,082 Depreciation expense 12,655 17,256 Non-GAAP EBITDA $ (100,688) $ (34,629) Professional fees related to Secured Convertible Notes 2,444 — Other expense (income), net (1) 2,107 (9,271) Change in fair value of financial instruments 60,071 (6,474) Stock-based compensation 2,335 6,299 Non-GAAP Adjusted EBITDA $ (33,731) $ (44,075) (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.
Year Ended December 31, (in thousands of U.S. dollars) 2025 2024 Net loss available to stockholders $ (4,783) $ (116,272) Interest expense 13 71 Income tax expense 673 2,858 Depreciation expense 7,740 12,655 Non-GAAP EBITDA $ 3,643 $ (100,688) Professional fees related to Secured Convertible Notes — 2,444 Other expense (income), net (1) 541 2,107 Change in fair value of financial instruments (25,871) 60,071 Stock-based compensation 4,260 2,335 Non-GAAP Adjusted EBITDA $ (17,427) $ (33,731) (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.
Change in fair value of financial instruments The year over year negative change in fair value of financial instruments of $66.5 million was related to net losses of $60.1 million for the year ended December 31, 2024, compared to net gains of $6.5 million for the year ended December 31, 2023.
Change in fair value of financial instruments The year over year positive change in fair value of financial instruments of $85.9 million was related to net gains of $25.9 million for the year ended December 31, 2025, compared to net losses of $60.1 million for the year ended December 31, 2024.
The decrease was due primarily to a $0.9 million decrease in interest income on cash and cash equivalents due to lower average cash and cash equivalents balances in 2024 compared to 2023.
The increase was due primarily to a $0.6 million increase in interest income on cash and cash equivalents due to higher average cash and cash equivalents balances in 2025 compared to 2024.
The decrease was driven primarily by a decrease in salaries, wages, stock-based compensation and other benefits as a result of the Company’s workforce reductions in 2024 and other expense reductions resulting from continued cash control measures during 2024.
The decrease was also partially driven by a $2.0 million decrease in salaries, wages, and other benefits as a result of the Company’s workforce reductions in 2024 and other 62 expense reductions resulting from cash control measures during 2024.
Cash flows used in operating activities are as follows: (in thousands of US dollars) Year Ended December 31, 2024 2023 Net loss $ (116,272) $ (61,018) Adjustments for the impact of non-cash items (1) 79,347 11,879 Net loss adjusted for the impact of non-cash items (36,925) (49,139) Changes in assets and liabilities Accounts receivable (2) (1,126) (385) Prepaid expenses and other current assets (3) (1,666) 2,114 Accounts payable (4) (2,356) 1,533 Other (5) 6,183 (3,694) Net cash used in operating activities $ (35,890) $ (49,571) (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, loss on debt extinguishment, changes in foreign currency and others.
Cash flows used in operating activities are as follows: (in thousands of US dollars) Year Ended December 31, 2025 2024 Net loss $ (4,783) $ (116,272) Adjustments for the impact of non-cash items (1) (14,793) 77,822 Net loss adjusted for the impact of non-cash items (19,576) (38,450) Changes in assets and liabilities Accounts receivable (2) (6,024) (1,126) Inventories (3) (723) — Prepaid expenses and other current assets (4) 1,854 (1,666) Accounts payable (5) (1,527) (2,356) Contract liabilities (6) 8,996 2,532 Other (7) (9,886) 5,176 Net cash used in operating activities $ (26,886) $ (35,890) (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, loss on debt extinguishment, changes in foreign currency and others.
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. 61 Table of Contents Results of Operations Comparison of Results for the years ended December 31, 2024 and 2023 The following table summarizes our results of operations for the fiscal years ended December 31, 2024 and 2023.
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.
Interest income, net 63 Table of Contents Interest income, net decreased by $0.8 million, or 50%, to $1.0 million for the year ended December 31, 2024, from $1.7 million for the year ended December 31, 2023.
Interest income, net Interest income, net increased by $0.6 million, or 63%, to $1.6 million for the year ended December 31, 2025, from $1.0 million for the year ended December 31, 2024.
Revenue for the year ended December 31, 2024 included $9.5 million attributable to our Asset Monitoring line of business, $1.8 million attributable to our Space Systems line of business, and $1.6 million attributable to our CaaS line of business compared to $4.5 million, $3.9 million and $1.6 million, respectively, in the prior year.
Revenue for the year ended December 31, 2025 included $16.0 million attributable to our Data & Analytics line of business and $1.7 million attributable to our Space Systems line of business compared to $11.1 million and $1.8 million respectively, in the prior year.
Change in fair value of financial instruments Our Secured Convertible Notes, warrant liabilities, and earnout liabilities 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 Consolidated Statements of Operations and Comprehensive Loss.
Interest expense on the Secured Convertible Notes recognized at fair value is included in Change in fair value of financial instruments. 60 Table of Contents Change in fair value of financial instruments Our Secured Convertible Notes, warrant liabilities, and earnout liabilities are subject to remeasurement to fair value at each balance sheet date.
The Secured Convertible Notes are guaranteed by the Company and each of the Company’s material subsidiaries (other than the Borrower), and are secured by substantially all of the Company’s and its subsidiaries’ assets (including all of its intellectual property).
The Secured Convertible Notes are guaranteed by the Company and each of the Company’s material subsidiaries (other than Borrower), and are secured by substantially all of the Company’s and its subsidiaries’ assets (including all of its intellectual property). Borrower may issue additional Secured Convertible Notes under the terms thereof, provided the aggregate principal outstanding amount does not exceed $50.0 million.
Since December 31, 2024 through the date of this Report, we have sold $1.2 million aggregate amount of Class A Common Stock under the ATM Program, leaving an aggregate of $48.8 million remaining under the ATM Program.
No Class A common stock was sold pursuant to the ATM Program during 2024. Since December 31, 2024 through the date of this Report the Company sold $8.7 million aggregate amount of Class A common stock under the ATM Program.
These decreases were partially offset by a $4.0 million increase in professional fees consisting mainly of the accrued advisory fee pursuant to the subscription agreement entered into with Liberty in connection with going public in 2022 (see Note 4 (Reverse Recapitalization) to the Consolidated Financial Statements), and professional fees related to the Secured Convertible Notes.
The decrease was driven primarily by a $4.5 million decrease in professional fees consisting mainly of the accrued advisory fee pursuant to the Liberty Subscription Agreement that was fully accrued in 2024 (see Note 4 (Reverse Recapitalization) to the Consolidated Financial Statements), and $2.4 million of issuance costs and fees related to the Secured Convertible Notes in 2024, partially offset by professional fees related to the Domestication in 2025.
(5) The change is primarily due to timing of payments, net of an increase in contract liabilities for new revenue contract. 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.
(7) The change is primarily due to timing of payments including the $7.5 million Liberty management fee payment made in 2025, for which $5.0 million was accrued for in 2024. 67 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.
These business lines will allow us to serve the existing EO market and begin to democratize access to a host of new EO customers.
Our Strategy Our strategy is focused along two distinct business lines: Data & Analytics, including 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.
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. 71 Table of Contents Recent Accounting Pronouncements Refer to Note 3 (Accounting Standards Updates) in the 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.
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.
Interest income (expense), net Interest income (expense), 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.
Interest income (expense), net Interest income (expense), net is primarily comprised of interest earned on our Cash and Cash Equivalents, partially offset by interest expense.
Other (expense) income, net Other (expense) income, net decreased $11.4 million, or 123%, to $2.1 million of expense for the year ended December 31, 2024, compared to $9.3 million of income for the year ended December 31, 2023.
Other income (expense), net Other income (expense), net improved by $1.6 million, or 74%, to $0.5 million of expense for the year ended December 31, 2025, compared to $2.1 million of expense for the year ended December 31, 2024.
The decrease was primarily due to lower foreign currency exchange net gains for the year ended December 31, 2024 and the loss on disposal of leasehold improvements in 2024.
The improvement was primarily due to the loss on disposal of leasehold improvements in 2024 from the termination of our high-throughput plant lease in the Netherlands, partially offset by foreign currency exchange net losses for the year ended December 31, 2025 compared to net gains for the year ended December 31, 2024.
Engineering expenses Year Ended December 31, 2024 vs 2023 (in thousands of U.S. dollars) 2024 2023 Change % Change Engineering Salaries, wages, and other benefits $ 10,259 $ 13,443 $ (3,184) (24) % Stock-based compensation 320 2,347 (2,027) (86) % Professional fees 992 1,329 (337) (25) % Software expenses 681 946 (265) (28) % Other 2,153 4,132 (1,979) (48) % Total $ 14,405 $ 22,197 $ (7,792) (35) % Engineering expenses decreased $7.8 million, or 35%, to $14.4 million for the year ended December 31, 2024 from $22.2 million for the year ended December 31, 2023.
Engineering expenses Year Ended December 31, 2025 vs 2024 (in thousands of U.S. dollars) 2025 2024 Change % Change Engineering Salaries, wages, and other benefits $ 7,008 $ 10,259 $ (3,251) (32) % Stock-based compensation 548 320 228 71 % Professional fees 379 992 (613) (62) % Software expenses 690 681 9 1 % Other 1,750 2,153 (403) (19) % Total $ 10,375 $ 14,405 $ (4,030) (28) % Engineering expenses decreased $4.0 million, or 28%, to $10.4 million for the year ended December 31, 2025 from $14.4 million for the year ended December 31, 2024.
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) benefit As a corporation domiciled in Delaware, we are subject to taxation in the U.S.
Loss on extinguishment of debt Loss on extinguishment of debt consists of the net of gains and losses from the extinguishment of debt instruments. Other income (expense), net Other income (expense), net consists mainly of differences related to foreign exchange gains and losses as well as gains and losses on disposal of property and equipment.
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.
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.
We are the first vertically integrated geospatial company, and we are building the first scalable, fully automated EO platform with the ability, when scaled, to remap the entire planet at both high-frequency and high-resolution, providing accessible and affordable solutions for our customers.
Satellogic has built a scalable, fully automated EO platform with the ability, when scaled, to remap the entire planet with an optimal balance of frequency and resolution at unprecedented unit economics, providing accessible and affordable solutions for our customers.
Since our Secured Convertible Notes are valued utilizing the fair value option, interest expense on the Secured Convertible Notes is also included. Loss on extinguishment of debt Loss on extinguishment of debt consists of the net of gains and losses from the extinguishment of debt instruments.
Changes in the fair value of these liabilities are recorded to Change in fair value of financial instruments in the Consolidated Statements of Operations and Comprehensive Loss. Since our Secured Convertible Notes are valued utilizing the fair value option, interest expense on the Secured Convertible Notes is also included.
In connection with the Offering, the Company also entered into (i) a side letter with the Purchaser (the “Side Letter”), pursuant to which the Purchaser will be entitled to pre-emptive rights, in order to maintain its as-converted ownership percentage on the same basis as new capital raised and (ii) a registration rights agreement with the Purchaser (the “Registration Rights Agreement”), pursuant to which the Company agreed to register for resale the Class A common stock issuable upon conversion of the Secured Convertible Notes.
In connection with the Offering, 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.
However, long and complex sales cycles, which typically accompany government and satellite program sales transactions, can impact our performance.
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.
Income tax (expense) benefit Income tax expense decreased by $6.2 million, or 69%, to $2.9 million for the year ended December 31, 2024, from $9.1 million for the year ended December 31, 2023. The decrease was due primarily to a reduction of gains from the remeasurement of tax liabilities denominated in Argentine pesos that were recognized in the prior year.
Income tax expense Income tax expense decreased by $2.2 million, or 76%, to $0.7 million for the year ended December 31, 2025, from $2.9 million for the year ended December 31, 2024. The decrease was due primarily to a lower amount of foreign taxes recorded in Argentina compared to the prior year.
Cash Flows (used in) Provided by Financing Activities Net cash provided by financing activities was $37.5 million for the year ended December 31, 2024 compared to net cash used of $0.1 million for the year ended December 31, 2023, which resulted primarily from the proceeds from the Secured Convertible Notes and the PIPE Investment, as discussed above.
Cash Flows Provided by Financing Activities Net cash provided by financing activities was $112.5 million for the year ended December 31, 2025 compared to net cash provided by financing activities of $37.5 million for the year ended December 31, 2024.
The decrease in cash used in investing activities was primarily driven by a lower number of satellites launched during the year ended December 31, 2024 compared to the year ended December 31, 2023 as a result of cash control measures implemented in 2023.
The increase in cash used in investing activities was primarily driven by an increase in property and equipment purchases in the fourth quarter of 2025 after cost control measures implemented in 2023 limited satellites launched for the Company’s constellation to 3 and 5 during the year ended December 31, 2025 and the year ended December 31, 2024, respectively.
As of December 31, 2024, we had an accumulated deficit of $400.1 million, and for the year ended December 31, 2024, we had net cash used in operating activities of $35.9 million.
As of December 31, 2025, we had an accumulated deficit of $404.9 million, and for the year ended December 31, 2025, we had net cash used in operating activities of $26.9 million. We continue to maintain cost and spending control measures which were implemented in the second quarter of 2024, including controlling growth in our workforce to preserve liquidity.
The decrease was primarily due to lower Space Systems costs on lower sales volume partially offset by higher cloud services costs associated with the higher asset monitoring volume. 62 Table of Contents Selling, general and administrative expenses Year Ended December 31, 2024 vs 2023 (in thousands of U.S. dollars) 2024 2023 $ Change % Change Selling, general and administrative Issuance costs and fees related to Secured Convertible Notes $ 2,444 $ — $ 2,444 — % Professional fees 11,454 7,424 4,030 54 % Stock-based compensation 2,015 3,952 (1,937) (49) % Salaries, wages, and other benefits 8,613 11,692 (3,079) (26) % Expense for estimated credit losses on accounts receivable, net of recoveries collected 22 1,126 (1,104) (98) % Insurance 1,923 2,671 (748) (28) % Software expenses 5,259 5,721 (462) (8) % Other administrative expenses 1,262 2,382 (1,120) (47) % Total $ 32,992 $ 34,968 $ (1,976) (6) % Selling, general and administrative expenses decreased $2.0 million, or 6%, to $33.0 million during the year ended December 31, 2024, from $35.0 million for the year ended December 31, 2023.
Selling, general and administrative expenses Year Ended December 31, 2025 vs 2024 (in thousands of U.S. dollars) 2025 2024 $ Change % Change Selling, general and administrative Issuance costs and fees related to Secured Convertible Notes $ — $ 2,444 $ (2,444) (100) % Professional fees 4,527 9,057 (4,530) (50) % Stock-based compensation 3,712 2,015 1,697 84 % Salaries, wages, and other benefits 9,033 11,010 (1,977) (18) % Expense for estimated credit losses on accounts receivable, net of recoveries collected (38) 22 (60) (273) % Insurance 1,114 1,923 (809) (42) % Software expenses 5,119 5,259 (140) (3) % Other administrative expenses 2,268 1,262 1,006 80 % Total $ 25,735 $ 32,992 $ (7,257) (22) % Selling, general and administrative expenses decreased $7.3 million, or 22%, to $25.7 million during the year ended December 31, 2025, from $33.0 million for the year ended December 31, 2024.
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.
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.
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.
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.
(in thousands of US dollars) Year Ended December 31, 2024 vs 2023 2024 2023 $ Change % Change Revenue $ 12,870 $ 10,074 $ 2,796 28 % Costs and expenses Cost of sales, exclusive of depreciation shown separately below 5,024 5,056 (32) (1) % Selling, general and administrative expenses 32,992 34,968 (1,976) (6) % Engineering 14,405 22,197 (7,792) (35) % Depreciation expense 12,655 17,256 (4,601) (27) % Total costs and expenses 65,076 79,477 (14,401) (18) % Operating loss (52,206) (69,403) 17,197 (25) % Other (expense) income, net Interest income, net 970 1,722 (752) (44) % Change in fair value of financial instruments (60,071) 6,474 (66,545) (1028) % Other (expense) income, net (2,107) 9,271 (11,378) (123) % Total other (expense) income, net (61,208) 17,467 (78,675) (450) % Loss before income tax $ (113,414) $ (51,936) $ (61,478) 118 % Income tax expense (2,858) (9,082) 6,224 (69) % Net loss $ (116,272) $ (61,018) $ (55,254) 91 % Revenue During the year ended December 31, 2024, revenue increased $2.8 million, or 28% to $12.9 million from $10.1 million for the year ended December 31, 2023, driven primarily by a $5.0 million increase in imagery ordered by new and existing Asset Monitoring customers, partially offset by a $2.2 million decrease in revenue generated from the Space Systems business line.
(in thousands of US dollars) Year Ended December 31, 2025 vs 2024 2025 2024 $ Change % Change Revenue $ 17,707 $ 12,870 $ 4,837 38 % Costs and expenses Cost of sales, exclusive of depreciation shown separately below 4,876 5,024 (148) (3) % Engineering 10,375 14,405 (4,030) (28) % Selling, general and administrative expenses 25,735 32,992 (7,257) (22) % Depreciation expense 7,740 12,655 (4,915) (39) % Total costs and expenses 48,726 65,076 (16,350) (25) % Operating loss (31,019) (52,206) 21,187 (41) % Other income (expense), net Interest income, net 1,579 970 609 63 % Change in fair value of financial instruments 25,871 (60,071) 85,942 (143) % Other income (expense), net (541) (2,107) 1,566 (74) % Total other income (expense), net 26,909 (61,208) 88,117 (144) % Loss before income tax $ (4,110) $ (113,414) $ 109,304 (96) % Income tax expense (673) (2,858) 2,185 (76) % Net loss $ (4,783) $ (116,272) $ 111,489 (96) % 61 Table of Contents Revenue During the year ended December 31, 2025, revenue increased $4.8 million, or 38% to $17.7 million from $12.9 million for the year ended December 31, 2024, driven by a $4.9 million increase in imagery ordered by new and existing Data & Analytics customers.
(2) The change is primarily due to higher accounts receivable from our commercial space technology customer. (3) The change is primarily due to higher prepaid expenses from software licenses and higher advances to suppliers. (4) The change is primarily due to the timing of payments.
(2) The change is primarily due to higher accounts receivable from a Space Systems customer. (3) The change is due to two satellites being built for a Space Systems customer. (4) The change is primarily due to timing of payments including lower prepaid insurance expenses at December 31, 2025 compared to December 31, 2024.
Our fast satellite build-to-launch cycles can progress from purchase order to commissioning in orbit in as little as eight months. 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.
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 competitive advantages that revolve around unit economics, design and technology, a vertically integrated structure, and an efficient build-to-launch cycle.
Cost of sales Cost of sales, exclusive of depreciation, decreased $32 thousand, or 1%, to $5.0 million for the year ended December 31, 2024 from $5.1 million for the year ended December 31, 2023.
Cost of sales Cost of sales, exclusive of depreciation, decreased $148 thousand, or 3%, to $4.9 million for the year ended December 31, 2025 from $5.0 million for the year ended December 31, 2024. The decrease was primarily due to lower cloud service costs and Space Systems costs partially offset by antenna rental and ground station costs.
We continue to expect that our Asset Monitoring business will represent the most predictable revenue stream, and we anticipate that it will be among the primary drivers of the business going forward. Every day, both government and commercial customers task our satellites around the world to monitor assets and keep up with their changing reality.
We expect the Data & Analytics business, including our CaaS business, will continue to represent the most predictable revenue stream, and we anticipate that it will be among the primary drivers of the business going forward. As the capacity and cost champions for high-resolution imagery, we offer our customers flexible monitoring and multiple captures per day at low latency.
Depreciation expense Depreciation expense decreased $4.6 million, or 27%, to $12.7 million for the year ended December 31, 2024, as compared to $17.3 million for the year ended December 31, 2023. The decrease was due primarily to the decommissioning of 16 satellites during 2023 upon reaching the end of their useful life.
The decrease was due primarily to the decommissioning of 8 satellites upon reaching the end of their useful life since the fourth quarter of 2024 compared to the launch of 3 satellites into our constellation in 2025.
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Company Overview We were founded in 2010 to help solve some of the greatest challenges of our time: resource utilization and distribution.
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Company Overview Founded in 2010 by Emiliano Kargieman and Gerardo Richarte, Satellogic is the first vertically integrated geospatial company, driving real outcomes with planetary-scale insights.
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From tradeoffs between food, energy and water supplies, to monitoring the impact of natural disasters, global health and humanitarian crises in the midst of a looming climate emergency, access to a continually refreshed source of global, high-quality data is critical to confronting some of the world’s most crucial issues.
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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.
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We are committed to creating a fully automated and searchable EO catalog, and we believe we are uniquely positioned to provide the data that is critical to better inform decision-making aimed at addressing these challenges.
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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.
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We plan to democratize access to geospatial data by providing planetary insights at what we believe to be the lowest cost in the industry, ultimately driving better decision-making across a broad range of industries including agriculture, forestry, energy, financial services, and cartography. We have created a highly scalable, vertically integrated and competitive operating model.
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We believe our unmatched capacity and ability to scale, our cost leadership and technical superiority, and our non-ITAR (International Traffic in Arms Regulations) design provides us with key competitive advantages. Unmatched Capacity and Ability to Scale Today’s EO data market is supply-constrained with customers demanding more data at lower costs.
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This vertical integration provides a significant cost advantage, enabling us to produce and launch satellites for less than one-tenth the cost of our competitors on average. Additionally, we own all our key intellectual property, and our patented technology allows us to capture approximately 10x more imagery than our competitors on average.
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With 17 operational satellites and two satellites in commissioning as of December 31, 2025, we have one of the largest high- 58 Table of Contents resolution constellations commercially available with the ability to significantly leverage existing, in-orbit capabilities as capacity and cost champions.
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Taken together, we are achieving over 60x better unit economics than our closest peers in the NewSpace sector and more than 100x better unit economics than legacy competitors. Additionally, we believe we are well-positioned to compete effectively in the existing EO market that is currently supply-constrained and consists primarily of government and D&I customers.
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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.
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At December 31, 2024, we had 22 commercial satellites in orbit. As of the date of this Report, we have 22 satellites in orbit, of which 20 are operational and two are being used for testing.

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