Satellogic Inc.

Liberty Strategic Capital (Steven Mnuchin's PE fund) is dominant shareholder at 43.79% with $150M SPAC-era investment; $10/$15 warrants deeply underwater vs. ~$5 current stock price

Liberty Strategic Capital (SATL) Holdings, LLC — a Cayman Islands LLC managed by Liberty 77 Capital L.P. — invested $150,000,000 at the SPAC merger close: 20,000,000 Class A shares at $7.50/share, plus 5,000,000 $10.00 warrants and 15,000,000 $15.00 warrants. As of March 2025, Liberty holds 42,500,000 shares beneficial = 43.79% of Class A. Liberty 77 Capital L.P. is the investment manager of Liberty Strategic Capital — Steven Mnuchin's PE firm.

Tether Investments Limited (subsidiary of Tether/USDT stablecoin operator) holds $30M convertible notes in Satellogic, convertible at $1.20/share into 25M Class A shares (25.76% ownership), subject to unresolved CFIUS approval

Nettar Group Inc. (wholly-owned Satellogic subsidiary) issued $30,000,000 in floating rate secured convertible promissory notes to Tether Investments Limited, convertible into 25,000,000 shares of Class A Common Stock at an effective $1.20/share conversion price. Conversion is conditional on CFIUS approval. Tether Investments Limited is a subsidiary of Tether Holdings Limited; directors Ludovicus Jan Van der Velde and Giancarlo Devasini hold voting/dispositive power. The notes are guaranteed by Satellogic Inc. The purchaser holds pre-emptive pro-rata rights to participate in all future capital raises.

Satellogic $50M ATM with Cantor barely used ($1.18M drawn) as of Jan 2026 — $148.8M primary shelf capacity remaining while Cantor sells its own registered shares on the open market

Satellogic established an ATM (at-the-market) offering program for up to $50,000,000 of Class A shares under the F-3 shelf (Reg. No. 333-283719), with Cantor Fitzgerald & Co. as sole sales agent. On Feb 12, 2025, Northland Securities was added. As of the January 2026 424B5, only $1,178,592 had been sold under the ATM program — leaving $48,821,408 available. The total primary shelf capacity under the F-3 is $150,000,000 with $148,821,408 remaining.

Oct 2025 $90M underwritten offering with going concern backdrop; Cantor served as underwriter while holding 10%+ of shares — FINRA 5121 conflict disclosed

Satellogic raised $90M gross ($85.5M net) in an underwritten public offering of 27,692,308 Class A shares at $3.25/share. Joint book-running managers: Cantor Fitzgerald & Co. and Titan Partners Group. Cantor was disclosed as having a FINRA Rule 5121 conflict of interest because Cantor Fitzgerald L.P. beneficially owned more than 10% of the company's Class A shares. Company disclosed going concern doubt: 'there is substantial doubt about our ability to continue as a going concern' with $28.3M cash as of Sep 30, 2025 and $439.3M accumulated deficit.

49.2M warrants outstanding at $9.38 wtd avg strike vs. ~$5 stock — all deeply OTM; $327M exercise potential economically implausible but creating persistent overhang

As of June 30, 2025, Satellogic had 49,184,815 outstanding warrants at a weighted average exercise price of $9.38/share. The stock was priced at $3.25 in the October offering (vs. $9.38 strike). 23,033,333 affiliate warrants are registered for resale: 533,333 @ $8.63 (CFAC), 5,000,000 @ $10.00 + 2,500,000 @ $10.00 (Liberty Investor and Manager), 15,000,000 @ $15.00 (Liberty). With stock at ~$5 as of March 2026, all warrants are deeply out-of-the-money. Total warrant exercise would add $327.2M proceeds but is economically implausible at current prices.

Jan 2026 $35M PIPE at $4.73/share (10% discount); unnamed buyer; Satellogic had net tangible book deficit of $(74.7)M at Sep 30, 2025

Satellogic completed a $35M PIPE (private placement) of 7,399,578 Class A shares at $4.73/share (vs. $5.25 market price Jan 23 = 10% discount). Placement agents: Titan Partners Group (lead) and Craig-Hallum (co-agent). 5% placement fee. The unnamed purchaser signed a securities purchase agreement dated Jan 26, 2026. Officers/directors agreed to 45-day lock-up post-PIPE. Company had $74.7M net tangible book value deficit as of Sep 30, 2025.

Satellogic 10-K confirms single institutional investment manager bought 7,399,578 shares at $4.73 in registered direct offering closing Jan 27, 2026; Titan Partners Group was lead placement agent

Satellogic 10-K (FY2025, filed 2026-03-19) states: 'On January 26, 2026, the Company entered into a definitive securities purchase agreement with a single institutional investment manager in connection with a registered direct offering of 7,399,578 shares of the Company's Class A common stock, par value $0.0001 per share, at an effective purchase price of approximately $4.73 per share. The gross proceeds to the Company from the offering were approximately $35 million, before deducting placement agent fees and other estimated offering expenses payable by the Company.' Closing occurred January 27, 2026. Placement agents: Titan Partners Group LLC (division of American Capital Partners, LLC) as lead and Craig-Hallum Capital Group LLC as co-agent.

Davidson Kempner Capital Management LP confirmed as sole contractual purchaser of Satellogic Jan 2026 $35M PIPE (7,399,578 shares at $4.73)

Satellogic's March 2026 10-K (acc. 0001874315-26-000013) states: 'On January 26, 2026, the Company entered into a definitive securities purchase agreement with a single institutional investment manager in connection with a registered direct offering of 7,399,578 shares of the Company's Class A common stock...The gross proceeds to the Company from the offering were approximately $35 million.' This language, combined with the Davidson Kempner 13G (acc. 0000902664-26-000620, event date Jan 26 2026), confirms DK Capital Management LP as the single institutional investment manager who contracted for all 7,399,578 PIPE shares.

Exhibit 10.1 is a blank template; individual purchaser identity concealed; 5.07M shares remain in undisclosed DK advisory accounts

Satellogic's Exhibit 10.1 (Form of Securities Purchase Agreement, acc. 0001437749-26-002213, ex_911831.htm) contains blank purchaser signature fields. The Placement Agent Agreement (Exhibit 10.2, ex_911832.htm) discloses 'various investors' participated and that each signed a separate SPA 'in the form of Exhibit B.' The 8-K refers to 'purchasers party thereto' (plural). The 424B5 prospectus uses 'the purchaser' (singular) imprecisely. The 10-K later clarified the structure: one IM (DK) contracted for all 7.4M shares on behalf of multiple underlying accounts. The named purchaser list is not publicly disclosed; only the DK group's 2.3M shares appear in EDGAR Section 13 filings.

Cantor Fitzgerald (Howard Lutnick, now Commerce Secretary) sold 500K Satellogic shares at ~$5 in March 2026, continuing a pattern of liquidating SPAC-era position while acting as company's ATM broker

Cantor Fitzgerald LP (via CFAC Holdings V LLC, CF&Co, and Cantor Fitzgerald Securities) sold 500,000 Class A shares of Satellogic at weighted average $5.008/share (range $4.98–$5.06) on March 23, 2026. Post-transaction position: 12,356,500 shares. Combined with Jan 2026 sale of ~518,798 shares, Cantor has disposed of ~1.02M shares in Q1 2026 while simultaneously acting as the company's ATM program agent. Howard Lutnick (Chairman/CEO of Cantor, now US Secretary of Commerce) indirectly controls these holdings.

Satellogic domesticated from BVI to Delaware without shareholder vote (F-4 Feb 2025); key insiders carved out of anti-takeover protections in new Delaware charter

Satellogic filed Form F-4 (registration statement) on Feb 14, 2025 to effect a re-domestication from British Virgin Islands to Delaware. No shareholder vote required under BVI law; no dissenters' rights of appraisal. F-4/A amendment filed Mar 21, 2025. The domestication converts all BVI ordinary shares and warrants into Delaware equivalents on a 1:1 basis. The Certificate of Incorporation explicitly excludes Liberty, Cantor Fitzgerald LP, and Kargieman from 'interested stockholder' business combination protections.

March 2026 Form 4 wave likely reflects loss of foreign private issuer Section 16 exemption following Delaware domestication — new insider visibility creates HFIA monitoring opportunity

Three new Form 4s (Kargieman, Tirman, Dunn) filed March 24, 2026 represent the first Section 16 reports from these insiders in the HFIA window. This is consistent with Satellogic only recently becoming subject to Exchange Act Section 16 reporting obligations — likely triggered by the Delaware domestication (F-4 effective 2025) converting it from a foreign private issuer (FPI) to a domestic filer for Section 16 purposes. Under FPI status, directors and 10%+ owners were exempt from Section 16. This new visibility is the core HFIA signal.

Satellogic January 2026 registered direct offering of 7.4M shares at $4.73 — Alyeska participation unconfirmed; 10% crossing requires 57% of deal

Satellogic entered into a Securities Purchase Agreement on January 26, 2026 and closed a registered direct offering on January 27, 2026 of 7,399,578 Class A shares at $4.73/share (~$35M gross proceeds). Placement agent: Titan Partners Group LLC. The offering was made under existing S-3 shelf registrations (File Nos. 333-283719 and 333-292940). The Securities Purchase Agreement (Exhibit 10.1, accession 0001437749-26-002213) was filed as a 'Form of' agreement without identifying individual purchasers. The 424B5 prospectus supplement (accession 0001437749-26-002145) similarly does not disclose purchaser names. EDGAR full-text search finds no document jointly naming Alyeska and Satellogic. Post-offering Class A outstanding (~132,472,000): Alyeska would need to have purchased at least 4,247,167 shares (57.4% of the total offering) to have crossed the 10% threshold triggering a prompt Rule 13d-2(b) amendment (due within 10 days, i.e., by ~February 6, 2026). No such amendment was filed. Alyeska's participation in this offering is unconfirmed from public filings.