SEC Form 10-Q filed by Satellogic Inc.
$SATL
Radio And Television Broadcasting And Communications Equipment
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM 10-Q
__________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the Quarterly Period Ended | |||||
| OR | |||||
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ___________ to ___________
Commission File Number: 001-41247
__________________________
(Exact name of Registrant as specified in its charter)
__________________________
| (Jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices, including zip code) | ||
Registrant’s telephone number, including area code: | ||||||||
__________________________
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
The | ||||||||||||||
The | ||||||||||||||
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | |||||||||||||||||||||||||||||
| x | Smaller reporting company | |||||||||||||||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of August 1, 2025, there were 94,985,681 shares of Class A common stock and 10,582,642 shares of Class B common stock outstanding.
TABLE OF CONTENTS
| Page | ||||||||
| PART I - FINANCIAL INFORMATION | ||||||||
| PART II - OTHER INFORMATION | ||||||||
| ITEM 1. | ||||||||
| ITEM 1A. | ||||||||
| ITEM 2. | ||||||||
| ITEM 3. | ||||||||
| ITEM 4. | ||||||||
| ITEM 5. | ||||||||
1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of the U.S. federal securities laws. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us and include statements concerning, among other things, our plans, strategies and prospects, both business and financial. Although we believe our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot give any assurance that we either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements.
Many actual events and circumstances are beyond the control of Satellogic Inc. (“Satellogic” or the “Company”). Many factors could cause actual future results to differ materially from the forward-looking statements in this Report, including but not limited to:
•our ability to generate revenue as expected, including due to challenges created by macroeconomic concerns, geopolitical uncertainty (e.g., trade relationships), financial market fluctuations and related factors;
•our ability to effectively market and sell our earth observation (“EO”) services and to convert our pipeline of potential contracts into actual revenues;
•market acceptance of our EO services and our dependence upon our ability to keep pace with the latest technological advances, including those related to artificial intelligence and machine learning;
•risks related to the Secured Convertible Notes (as defined below);
•the potential loss of one or more of our largest customers;
•the considerable time and expense related to our sales efforts and the length and unpredictability of our sales cycle;
•risks and uncertainties associated with defense-related contracts;
•risks related to our pricing structure;
•our ability to scale production of our satellites as planned;
•unforeseen risks, challenges and uncertainties related to our expansion into new business lines;
•our dependence on third parties, including SpaceX, to transport and launch our satellites into space;
•our reliance on third party vendors and manufacturers to build and provide certain satellite components, products, or services, and the inability of these vendors and manufacturers to meet our needs;
•our dependence on ground station and cloud-based computing infrastructure operated by third parties for value added services, and any errors, disruption, cybersecurity incidents, performance problems, or failure in their or our operational infrastructure;
•risk related to certain minimum service requirements in our customer contracts;
•our ability to identify suitable acquisition candidates or consummate acquisitions on acceptable terms, or our ability to successfully integrate acquisitions;
•competition for EO services;
•risks related to changes in tax laws and regulations, including the “One Big Beautiful Bill Act;”
2
•risks related to changes in trade policy and the related impact on macroeconomic conditions, including further expansions of U.S. export controls and tariffs, as well as related retaliatory actions;
•challenges with international operations or unexpected changes to the regulatory environment in certain markets;
•unknown defects or errors in our products;
•risk related to the capital-intensive nature of our business and our ability to raise adequate capital to finance our business strategies;
•uncertainties beyond our control related to the production, launch, commissioning, and/or operation of our satellites and related ground systems, software and analytic technologies;
•the failure of the market for EO services to achieve the growth potential we expect;
•risks related to our satellites and related equipment becoming impaired;
•risks related to the failure of our satellites to operate as intended;
•production and launch delays, launch failures, and damage or destruction to our satellites during launch;
•significant risks and uncertainties related to our insurance that may not be covered by insurance;
•the impact of natural disasters, unusual or prolonged unfavorable weather conditions, epidemic outbreaks, terrorist acts and geopolitical events (including the ongoing conflicts between Russia and Ukraine, in the Gaza Strip and the Red Sea region) on our business and satellite launch schedules; and
•the anticipated benefits of our Domestication (as defined below) may not materialize.
Risks, uncertainties and events may cause actual results to differ materially from the expectations described in our forward-looking statements.
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Report, as well as Part I, "Item 1A. Risk Factors" in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”) and our other filings with the SEC. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company can give no assurance that it will achieve its expectations.
3
PART I - FINANCIAL INFORMATION
4
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
Condensed Consolidated Statements and Other Financial Information
Index to Condensed Consolidated Financial Statements
5
SATELLOGIC INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands of U.S. dollars, except share and per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Costs and expenses | |||||||||||||||||||||||
| Cost of sales, exclusive of depreciation shown separately below | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Engineering | |||||||||||||||||||||||
| Depreciation expense | |||||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||
| Operating loss | ( | ( | ( | ( | |||||||||||||||||||
| Other (expense) income, net | |||||||||||||||||||||||
| Interest income, net | |||||||||||||||||||||||
| Change in fair value of financial instruments | ( | ( | ( | ( | |||||||||||||||||||
| Other (expense) income, net | ( | ( | |||||||||||||||||||||
| Total other (expense) income, net | ( | ( | ( | ( | |||||||||||||||||||
| Loss before income tax | ( | ( | ( | ( | |||||||||||||||||||
| Income tax benefit (expense) | ( | ( | ( | ||||||||||||||||||||
| Net loss available to stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive gain (loss) | |||||||||||||||||||||||
| Foreign currency translation gain (loss), net of tax | ( | ( | |||||||||||||||||||||
| Comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Basic net loss per share for the period attributable to holders of Common Stock | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Basic weighted-average Common Stock outstanding | |||||||||||||||||||||||
| Diluted net loss per share for the period attributable to holders of Common Stock | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted weighted-average Common Stock outstanding | |||||||||||||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
6
SATELLOGIC INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| June 30, | December 31, | ||||||||||
(in thousands of U.S. dollars, except share and par value amounts) | 2025 | 2024 | |||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance of $ | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Warrant liabilities | |||||||||||
| Earnout liabilities | |||||||||||
| Operating lease liabilities | |||||||||||
| Contract liabilities | |||||||||||
| Accrued expenses and other liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Secured Convertible Notes at fair value | |||||||||||
| Operating lease liabilities | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 16) | |||||||||||
| Stockholders' (deficit) equity | |||||||||||
Preferred stock, $ | |||||||||||
Class A Common Stock, $ | |||||||||||
Class B Common Stock, $ | |||||||||||
Treasury stock, at cost, | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive income (loss) | ( | ||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ (deficit) equity | ( | ( | |||||||||
| Total liabilities and stockholders' (deficit) equity | $ | $ | |||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
7
SATELLOGIC INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)
| Shares Outstanding | |||||||||||||||||||||||||||||||||||||||||
(In thousands of dollars, except share amounts) | Common Stock | Additional paid-in capital | Treasury stock | Accumulated other comprehensive loss (1) | Accumulated deficit | Total stockholders' equity (deficit) | |||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| RSUs vested | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Payments for withholding taxes related to the net share settlement of equity awards | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||
| Exercise of stock options and RSUs vested | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Payments for withholding taxes related to the net share settlement of equity awards | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the Consolidated Financial Statements.
(1) Accumulated other Comprehensive loss consists of cumulative translation adjustments resulting from translating non-U.S. dollar denominated functional currency entities.
8
SATELLOGIC INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Continued)
(UNAUDITED)
| Shares Outstanding | |||||||||||||||||||||||||||||||||||||||||||||||
(In thousands of dollars except share amounts) | Common Stock | Additional paid-in capital | Treasury stock | Accumulated other comprehensive loss (1) | Accumulated deficit | Total stockholders' equity (deficit) | |||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock under ATM Program | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options and RSUs vested | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Payments for withholding taxes related to the net share settlement of equity awards | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A Common Stock under Registered Direct Offering | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Common Stock under ATM Program | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options and RSUs vested | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Payments for withholding taxes related to the net share settlement of equity awards | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the Consolidated Financial Statements.
(1) Accumulated other Comprehensive loss consists of cumulative translation adjustments resulting from translating non-U.S. dollar denominated functional currency entities.
9
SATELLOGIC INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Six Months Ended June 30, | |||||||||||
| (in thousands of U.S. dollars) | 2025 | 2024 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation expense | |||||||||||
| Debt issuance costs | |||||||||||
| Operating lease expense | |||||||||||
| Stock-based compensation | |||||||||||
| Change in fair value of financial instruments, net of interest paid on Secured Convertible Notes | |||||||||||
| Foreign exchange differences | ( | ( | |||||||||
| Loss on disposal of property and equipment | |||||||||||
| Expense for estimated credit losses on accounts receivable, net of recoveries | ( | ||||||||||
| Equity in net (income) loss of affiliate | ( | ||||||||||
| Non-cash change in contract liabilities | ( | ( | |||||||||
| Other, net | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Prepaid expenses and other current assets | ( | ||||||||||
| Accounts payable | ( | ||||||||||
| Contract liabilities | |||||||||||
| Accrued expenses and other liabilities | ( | ||||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Other | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from Secured Convertible Notes | |||||||||||
| Payments of debt issuance costs | ( | ||||||||||
| Payments for withholding taxes related to the net share settlement of equity awards | ( | ( | |||||||||
| Proceeds from issuance of Common Stock under ATM Program, net of transaction costs | |||||||||||
| Proceeds from Registered Direct Offering, net of transaction costs | |||||||||||
| Proceeds from exercise of stock options | |||||||||||
| Net cash provided by financing activities | |||||||||||
| Net increase in cash, cash equivalents and restricted cash | |||||||||||
| Effect of foreign exchange rate changes on cash and cash equivalents | |||||||||||
| Cash, cash equivalents and restricted cash - beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash - end of period | $ | $ | |||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
10
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
1. Nature of the Business and Basis of Presentation
Nature of the Business
On January 25, 2022 (the “Closing Date”), Satellogic Inc. (“Satellogic” or the “Company”), a British Virgin Islands (“BVI”) business company incorporated in the BVI as a company limited by shares, consummated the transactions contemplated by the Agreement and Plan of Merger dated as of July 5, 2021 (the “Merger Agreement,” and the transactions consummated pursuant thereto, the “Merger”), by and among the Company, CF Acquisition Corp. V, a Delaware corporation (“CF V” and now known as “Satellogic V Inc.”), Ganymede Merger Sub 1 Inc., a BVI business company incorporated in the BVI as a company limited by shares and a direct wholly owned subsidiary of the Company, Ganymede Merger Sub 2 Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company, and Nettar Group Inc., a BVI business company incorporated in the BVI as a company limited by shares and a direct wholly-owned subsidiary of the Company (“Nettar” or the “Borrower”).
Nettar was, prior to the Merger, the holding company of the Satellogic group and was incorporated on October 7, 2014, under the laws of the BVI as a company limited by shares. The registered office of Satellogic is located at Kingston Chambers BOX 173 C/O Maples Corporate Services BVI LTD Road Town, Tortola D8 VG1110.
On March 26, 2025, we filed with the Secretary of State of the State of Delaware a certificate of corporate domestication and a certificate of incorporation of a Delaware corporation with the name “Satellogic Inc.,” as well as filed with the Registrar of Corporate Affairs in the BVI a notice of the Company’s continuance out of the BVI, pursuant to which we domesticated and are continuing as a Delaware corporation (the “Domestication”). On the effective date of the Domestication, each of our BVI Ordinary Shares and BVI Warrants automatically converted by operation of law, on a one -for-one basis, into shares of Class A common stock, Class B common stock and warrants to purchase Class A common stock, respectively.
References to “Nettar” contained herein refer to Nettar Group Inc. prior to the Merger, and references to “the Company,” “we,” “our,” “us” or “Satellogic” refer to Satellogic Inc. prior to the Merger and to the combined company following the Merger.
Through our subsidiaries, we invest in the software, hardware, and optics of the aerospace industry focusing on satellite and image analytics technologies. Our strategy is to build a planetary scale analytics platform based on a proprietary satellite constellation with the capability to generate insights from images and information, with focus on multi-temporal analysis and high frequency of revisits. We also intend to continue to leverage our ability to quickly build and launch high quality, sub-meter satellites at a low cost by selling satellites to certain key customers.
Basis of Presentation
The accompanying Condensed Consolidated Financial Statements include our accounts and those of our wholly owned subsidiaries. All intercompany accounts and transactions, including the intercompany portion of transactions with equity method investees, have been eliminated in consolidation. The Condensed Consolidated Financial Statements are presented in United States dollars (hereinafter “U.S. dollars” or “$”).
11
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
The accompanying Condensed Consolidated Financial Statements reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair presentation of the interim period financial statements. The results of operations for these interim periods are not necessarily indicative of the results of operations to be expected for any future period or the full fiscal year.
Emerging Growth Company
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (“the Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “Jobs Act”). The Jobs Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The Jobs Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised that has different application dates for public or private companies, we can adopt the new or revised standard at the time required for private companies to adopt such standard. The foregoing may make comparison of our financial statements with those of another public company difficult or impossible if such other public company is (i) not an emerging growth company or (ii) is an emerging growth company that has opted out of using the extended transition period, due to the potential differences in accounting standards used.
Going Concern and Liquidity
We have evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern over the next twelve months through August 2026. Since inception, we have incurred significant operating losses and have an accumulated deficit of $439.3 million as of June 30, 2025, with net cash used in operating activities of $9.1 million for the six months ended June 30, 2025. As of June 30, 2025, our existing sources of liquidity included cash and cash equivalents of $32.6 million. We believe that this current level of cash and cash equivalents is not sufficient to fund operations and capital expenditures to reach larger scale revenue generation from our product offerings.
In order for us to proceed and reach larger scale revenue generation, we will need to raise additional funds through the issuance of additional equity, debt or both. Until such time that we can generate revenue sufficient to achieve profitability, we expect to finance our operations through equity or debt financings, which may not be available to us on the timing needed or on terms that we deem to be favorable. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders may be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of common stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. If we are unable to obtain sufficient financial resources, our business, financial condition and results of operations will be materially and adversely affected. There can be no assurance that we will be able to obtain the needed financing on acceptable terms or at all. In an effort to alleviate these conditions, we continue to seek and evaluate opportunities to raise additional capital through the issuance of equity or debt securities.
On April 12, 2024, the Company, Borrower, and Holder Representative entered into the Note Purchase Agreement with Tether Investments Limited (the “Purchaser”), pursuant to which the Borrower agreed to issue the Secured Convertible Notes in the aggregate principal amount of $30.0 million to the Purchaser. The net proceeds from the issuance of the Secured Convertible Notes, after deducting transaction fees and other debt issuance costs, was approximately $27.6 million. The Secured Convertible Notes initially bear interest at a rate of SOFR plus 6.50 % per annum, subject to an additional 4.0 % per annum if certain events of default occur and are continuing. The Secured Convertible Notes are guaranteed by the Company and each of the Company’s material subsidiaries (other than the Borrower), and are secured by substantially all of the Company’s and its subsidiaries’ assets (including all of its intellectual property). The Borrower may issue additional Secured Convertible Notes under the terms thereof, provided the aggregate principal outstanding amount does not exceed $50.0 million. The Secured Convertible Notes mature on April 12, 2028.
The Secured Convertible Notes contain certain restrictive covenants, including restrictions on (i) incurring indebtedness, subject to certain exceptions (including the ability to issue additional Secured Convertible Notes; provided the aggregate
12
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
principal outstanding amount does not exceed $50.0 million), (ii) creating certain liens, subject to certain exceptions, (iii) the payment of dividends or other restricted payments, (iv) the sale, transfer or otherwise conveyance of certain assets, subject to asset sale pre-payment described above, and (v) affiliate transactions.
In connection with the offering of the Secured Convertible Notes, the Company also entered into (i) a side letter with the Purchaser, pursuant to which the Purchaser is entitled to pre-emptive rights, in order to maintain its as-converted ownership percentage on the same basis as new capital raised and (ii) a registration rights agreement with the Purchaser (the “Registration Rights Agreement”), pursuant to which the Company agreed to register for resale the Class A common stock issuable upon conversion of the Secured Convertible Notes.
On December 8, 2024, the Company entered into a Share Purchase Agreement with the purchaser party thereto, pursuant to which the Company issued in a private placement an aggregate of 3,571,429 Class A common stock to the purchaser at a purchase price of $2.80 per share. The closing of the private placement occurred on December 10, 2024 and the Company received gross proceeds of $10.0 million. The net proceeds from the offering were used for general corporate purposes.
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. In connection with the Domestication, the Company filed a post-effective amendment to the shelf registration statement that was declared effective by the SEC on March 31, 2025.
On December 20, 2024, the Company entered into a Controlled Equity Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“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 of the Company, par value $0.0001 per share, having an aggregate offering amount of up to $50.0 million. On February 12, 2025, the Company entered into an Amended and Restated Sales Agreement (the “Amended Sales Agreement”) with CF&Co. and Northland Securities, Inc. (“Northland” and, together with CF&Co., the “Sales Agents” and, each, a “Sales Agent”), pursuant to which Northland was added as an additional Sales Agent in connection with the Company’s offer and sale, from time to time, through the Sales Agents, of its Class A common stock, having an aggregate offering amount of up to $50.0 million. On April 9, 2025, the Company entered into a Second Amended and Restated Sales Agreement (the “Second A&R Sales Agreement”) with the Sales Agents, pursuant to which references to the Company’s Class A ordinary shares were replaced with references to the Company’s Class A common stock, along with other conforming changes, in connection with the Domestication (together, the “ATM Program”). The Company has sold through June 30, 2025, $3.1 million aggregate amount of Class A common stock pursuant to the ATM Program, resulting in proceeds of $2.0 million, net of transaction costs. The net proceeds from the ATM Program are being used for general corporate purposes.
On April 15, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the purchaser party thereto, pursuant to which the Company agreed to issue and sell in a registered direct offering (the “Registered Direct Offering”), 6,451,612 shares of the Company’s Class A common stock at an offering price of $3.10 per share. The gross proceeds to the Company from the Registered Direct Offering were approximately $20,000,000 before deducting the placement agent’s fees and estimated offering expenses payable by the Company. CF&Co. acted as the exclusive placement agent (the “Placement Agent”) for the Registered Direct Offering, pursuant to that certain Placement Agent Agreement (the “Placement Agent Agreement”), by and between the Company and the Placement Agent. Pursuant to the Placement Agent Agreement, the Company agreed to pay the Placement Agent a cash fee equal to 4.0 % of the aggregate gross proceeds raised in the Registered Direct Offering. Net proceeds from the Registered Direct Offering were approximately $18.8 million. The net proceeds from the Registered Direct Offering are being used for general corporate purposes.
Although we were able to secure debt financing of approximately $27.6 million during the second quarter of 2024 (refer to Note 15 (Secured Convertible Notes)), approximately $10.0 million from the Share Purchase Agreement in December 2024, approximately $20.0 million from the Securities Purchase Agreement in April 2025, and approximately $3.1 million pursuant to the ATM program in 2025, we do not believe this incremental funding will be sufficient to fund our operations for the next twelve months through May 2026. As a result of these uncertainties, and notwithstanding our plans and efforts to date, there is substantial doubt about our ability to continue as a going concern for one year from the date of when these unaudited Condensed Consolidated Financial Statements are issued. If we are unable to raise additional capital as and when needed, or upon acceptable terms, such failure would have a significant negative impact on our financial condition. As such, these conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared assuming we will continue as a going concern. The going concern basis of presentation assumes that we will continue in operation one year
13
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
2. Summary of Significant Accounting Policies
Credit risk management
Credit risk is the risk that a counterparty fails to discharge an obligation to us. We are exposed to credit risk from financial assets including cash, cash equivalents and restricted cash held at banks, trade and other receivables.
The credit risk is managed based on our credit risk management policies and procedures. Credit risk of any entity doing business with us is systematically analyzed, including aspects of a qualitative nature. The measurement and assessment of our total exposure to credit risk covers all financial instruments involving any counterparty risk.
The credit risk in respect of cash balances held with banks and deposits with banks are managed via diversification of bank deposits and are only with major reputable financial institutions.
As our risk exposure is mainly influenced by the individual characteristics of each customer, we continuously analyze the creditworthiness of significant customers. Accounts receivable are non-interest bearing and generally on terms of 30 to 90 days. As of June 30, 2025, three customers accounted for 60 % of accounts receivable, net of allowance. As of December 31, 2024, two customers accounted for 70 % of our accounts receivable net of allowance.
We had three customers that each accounted for more than 10% of our revenue totaling $3.1 million for the three months ended June 30, 2025 and three customers that each accounted for more than 10% of our revenue totaling $2.5 million for the three months ended June 30, 2024.
We had four customers that each accounted for more than 10% of our revenue totaling $6.1 million for the six months ended June 30, 2025 and three customers that each accounted for more than 10% of our revenue totaling $4.6 million for the six months ended June 30, 2024.
Impairment of Assets
We assess potential impairments to long-lived assets whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. An impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets or asset group. We performed an impairment test as of June 30, 2025 due to our net losses for the three months then ended and concluded that the asset group is not impaired.
Estimates of future cash flows are highly subjective judgments based on management’s experience and knowledge of the Company's operations. These estimates can be significantly impacted by many factors, including changes in global economic conditions, operating costs, obsolescence of technology and competition.
Foreign Currencies
Aggregate foreign currency gains and losses, such as those resulting from the settlement of receivables or payables, foreign currency contracts and short-term intercompany advances in a currency other than the relevant subsidiary’s functional currency, are recorded currently in the Consolidated Statements of Operations and Comprehensive Loss (included in other
14
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
Leases
For the three months ended June 30, 2025 and 2024, lease expense was $0.4 million and $0.6 million, respectively and for the six months ended June 30, 2025 and 2024, lease expense was $0.8 million and $1.1 million, respectively. The decrease in lease expense was due primarily to the 2024 termination of a facility lease in the Netherlands. Lease obligations and right of use assets increased as of June 30, 2025 compared to December 31, 2024 due primarily to new ground station antenna leases in the six months ended June 30, 2025.
Accounts Receivable and Allowance for Credit Losses
| June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Allowance for credit losses as of beginning of year | $ | $ | |||||||||
| Provision | ( | ||||||||||
| Write offs | ( | ||||||||||
| Recoveries collected | ( | ( | |||||||||
| Allowance for credit losses as of end of period | $ | $ | |||||||||
Cash, Cash Equivalents and Restricted Cash
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash included in Other non-current assets | |||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | |||||||||
Cash Flow Information
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Cash paid during the period for: | |||||||||||||||||||||||
| Income tax, net of refunds | $ | $ | $ | $ | |||||||||||||||||||
| Interest | $ | $ | $ | $ | |||||||||||||||||||
15
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
| June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Supplemental cash flow information | ||||||||||||||
| Unpaid property and equipment included in accounts payable | $ | $ | ||||||||||||
Research and Development
3. Accounting Standards Updates
Accounting Standards Not Yet Adopted
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures, which include improvements to income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. This ASU also includes certain other amendments to better align disclosures with Regulation S-X and to remove disclosures no longer considered cost beneficial or relevant. This ASU is effective for public entities for annual periods beginning after December 15, 2024, with earlier or retrospective application permitted. The amendments in this ASU should be applied prospectively for annual financial statements not yet issued or made available for issuance. The Company is currently evaluating the impact on its Consolidated Financial Statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures – Disaggregation of Income Statement Expenses – Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures – Disaggregation of Income Statement Expenses, which has as its objective to “address requests from investors for more detailed information about the types of expenses in commonly presented expense captions (such as cost of sales, selling, general, and administrative expenses, and research and development).” Investors advised the FASB that “disclosure of disaggregated information about expenses is critically important in understanding an entity’s performance, assessing an entity’s prospects for future cash flows, and comparing an entity’s performance over time and with that of other entities.”
ASU 2024-03 adds ASC 220-40 to require a footnote disclosure about specific expenses by requiring public entities to disaggregate, in a tabular presentation, each relevant expense caption on the face of the income statement that includes any of the following natural expenses: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities or other types of depletion expenses. The tabular disclosure would also include certain other expenses, when applicable. The guidance is effective for annual periods, effective for fiscal years beginning after December 15, 2026. The Company is currently evaluating the guidance to determine the effect that this ASU will have on the Company’s disclosures. The ASU does not change or remove existing expense disclosure requirements; however, it may affect where that information appears in the notes to the financial statements.
In November 2024, the FASB issued ASU 2024-04, Debt – Debt with Conversion and Other Options (Subtopic 470-20), which provides additional guidance on whether induced conversion or extinguishment accounting should be applied to certain settlements of convertible debt instruments that do not occur in accordance with the instruments’ preexisting terms. The ASU requires entities to apply a preexisting contract approach. To qualify for induced conversion accounting under this approach, the inducement offer is required to preserve the form of consideration and result in an amount of consideration that is no less than that issuable pursuant to the preexisting conversion privileges. ASU 2024-04 clarifies how entities should assess the form and amount of consideration when applying this approach. In addition, the new ASU clarifies that induced conversion accounting can be applied to settlements of certain convertible debt instruments that are not currently convertible as long as the instrument contained a substantive conversion feature as of both its issuance date and the inducement offer acceptance date. The Company has secured convertible debt as of December 31, 2024; however, to date, the Company has not offered the creditor an inducement to convert the debt. The guidance is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods. Early adoption is
16
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
permitted. The Company is currently evaluating the guidance to determine timing of implementation in case of future applicability.
4. Segment Information
The Company is organized as one
The Company’s operating segment derives its revenues from the sale of images via asset monitoring and Constellation as a Service (“CaaS”) and the sale or licensing of satellites via the Company’s Space Systems product line. The Company evaluates its operations based on net (loss) income. Required segment disclosures that are equal to the Company’s consolidated totals and disclosed elsewhere in the Condensed Consolidated Financial Statements include: net (loss), total assets, total revenue, interest income, net, depreciation expense, equity in net income (loss) of affiliate accounted for by the equity method, and income tax expense. In addition to depreciation expense, other non-cash expenses include stock-based compensation disclosed on the statement of cash flows and a non-cash sales agreement described in Note 5 (Revenue from Contracts with Customers). Purchases of long lived assets include purchases of property and equipment disclosed in the condensed consolidated statement of cash flows and the acquisition of new operating lease right of use assets for the six months ended June 30, 2025 and 2024 of $6.5 million and $0 , respectively. Total non-current assets also include an investment in equity method investee at June 30, 2025 and December 31, 2024 of $3.7 million and $3.7 million, respectively. Other segment items are primarily made up of the following items not considered to be significant expenses: depreciation expense, change in fair value of financial instruments, income tax expense, partially offset by foreign currency income adjustments and interest income, net.
Operations for the Company’s segment were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales excluding depreciation | ( | ( | ( | ( | |||||||||||||||||||
| Selling, general and administrative expenses | ( | ( | ( | ( | |||||||||||||||||||
| Engineering | ( | ( | ( | ( | |||||||||||||||||||
| Other segment items | ( | ( | ( | ( | |||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Revenue by geographic area is as follows(a):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| U.S. | $ | $ | $ | $ | |||||||||||||||||||
| Albania | |||||||||||||||||||||||
| India | |||||||||||||||||||||||
| All Other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
(a) Revenues are attributed to individual countries based on the location of the customer generating the revenue.
17
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
5. Revenue from Contracts with Customers
During the three months ended June 30, 2025, we recognized revenue of $4.4 million, of which $0.9 million was recognized over time and $3.6 million was recognized at a point in time. During the three months ended June 30, 2024, we recognized revenue of $3.5 million, of which $0.5 million was recognized over time and $3.0 million was recognized at a point in time.
During the six months ended June 30, 2025, we recognized revenue of $7.8 million, of which $1.6 million was recognized over time and $6.2 million was recognized at a point in time. During the six months ended June 30, 2024, we recognized revenue of $6.8 million, of which $1.7 million was recognized over time and $5.1 million was recognized at a point in time.
In November 2021, the Company entered a 5 -year noncancellable agreement with a technology company by which the customer receives $4.0 million in credits to purchase imagery each year. The Company recognizes revenue as images are delivered to the customer. The customer pays the Company in non-cash consideration in the form of a license to a proprietary software platform, which the Company uses in its internal operations. For the three months ended June 30, 2025 and 2024, we recognized $1.2 million and $1.4 million of revenue from this customer, respectively. For the six months ended June 30, 2025 and 2024, we recognized $2.2 million and $3.0 million of revenue from this customer, respectively.
Disaggregation of revenue
Information about our revenue by business line is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue by business line | |||||||||||||||||||||||
| Asset Monitoring | $ | $ | $ | $ | |||||||||||||||||||
| Constellation as a Service ("CaaS") | |||||||||||||||||||||||
| Space Systems | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
Information about our revenue by timing is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue by timing | |||||||||||||||||||||||
| Over time | $ | $ | $ | $ | |||||||||||||||||||
| Point-in time | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
18
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
Information about our revenue by geography is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Revenue by geography (1) | |||||||||||||||||||||||
| North America | $ | $ | $ | $ | |||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||
| South America | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
(1) Revenue by geography is based on the geographical location of the customer.
Contract Liabilities and Remaining Performance Obligations
Our contract liabilities consist of payments received from customers, or such consideration contractually due, in advance of providing the relevant satellite imagery or related service. Amounts included in Contract liabilities are as follows:
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Current | $ | $ | |||||||||
| Total | $ | $ | |||||||||
During the six months ended June 30, 2025, we recognized revenue of $3.0 million that was included as a contract liability as of December 31, 2024. During the six months ended June 30, 2024, we recognized revenue of $3.3 million that was included as a contract liability as of December 31, 2023. The increase in contract liabilities in the six months ended June 30, 2025 was primarily due to collections from a new customer for performance obligations that will be satisfied during 2025. Total unused credits related to the non-cash agreement described above included in contract liabilities at June 30, 2025, and December 31, 2024 were $1.2 million and $1.4 million, respectively. Unused credits expire one year after issuance. There were no credits that expired in the six months ended June 30, 2025 or 2024.
A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The following table represents the total transaction price for the remaining performance obligations as of June 30, 2025 related to non-cancellable contracts longer than 12 months in duration that is expected to be recognized over future periods.
| Within 1 Year | Years 1-2 | Years 2-3 | Thereafter | ||||||||||||||||||||
| Remaining performance obligations | $ | $ | $ | $ | |||||||||||||||||||
6. Warrant Liabilities
| Liberty Warrants and Liberty Advisory Fee Warrant | PIPE Warrant | $ | Total Warrant Liabilities | ||||||||||||||||||||
| As of December 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||
| Change in fair value of financial instruments | |||||||||||||||||||||||
| As of June 30, 2025 | $ | $ | $ | $ | |||||||||||||||||||
19
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
Liberty Warrants and Liberty Advisory Fee Warrant
On January 18, 2022, the Company and CF V entered into the Liberty Subscription Agreement with an investor (the “Liberty Investor”). The Company agreed to issue and sell to the Liberty Investor (i) 20,000,000 shares of Class A common stock (the “Liberty Shares”), (ii) a warrant to purchase up to 5,000,000 shares of Class A common stock at an exercise price of $10.00 per share (the “$10.00 Liberty Warrant”), and (iii) a warrant to purchase up to 15,000,000 shares of Class A common stock at an exercise price of $15.00 per share (the “$15.00 Liberty Warrant”, and together with the $10.00 Liberty Warrant, the “Liberty Warrants”), in a private placement for an aggregate purchase price of $150.0 million. The transaction closed on February 10, 2022 (the “Liberty Closing” and the transaction collectively, the “Liberty Investment”).
An advisory fee is payable by the Company in exchange for advisory services to be provided to the Company from time to time until a Cessation Event (as defined in that certain Subscription Agreement, dated as of January 18, 2022, by and among the Company, the Liberty Investor and CF V, pursuant to which the Liberty Investment was made, the “Liberty Subscription Agreement”). The advisory fee includes a warrant to purchase 2,500,000 of Satellogic’s Class A ordinary shares at an exercise price of $10.00 per share (the “Liberty Advisory Fee Warrant”).
In 2022, the Liberty Warrants and the Liberty Advisory Fee Warrant were initially recognized as a liability with a fair value of $30.9 million. The Liberty Warrants and the Liberty Advisory Fee Warrant remain unexercised and were remeasured to a fair value of $9.7 million as of June 30, 2025. The Liberty Warrants and Liberty Advisory Fee Warrant will expire on February 10, 2027 or earlier upon redemption or liquidation.
PIPE Warrant
In 2022, Pursuant to the relevant subscription agreement, the Company issued 5,816,770 shares of Class A common stock and a non-redeemable warrant (the “PIPE Warrant”) to purchase 2,500,000 shares of Class A common stock to a PIPE investor at an exercise price of $20.00 per share, for an aggregate purchase price of $58.2 million.
In 2022, the PIPE Warrant was initially recognized as a liability with a fair value of $1.3 million. The PIPE Warrant remains unexercised and was remeasured to fair value of $0.5 million as of June 30, 2025. The PIPE Warrant will expire on January 25, 2027, or earlier upon redemption or liquidation.
$8.63 Warrants
In connection with the Merger, we entered into that certain Assignment, Assumption and Amendment Agreement, dated January 25, 2022, by and among the Company, CF V and Continental Stock (the “PIPE Warrant Agreement”), which amended that certain Warrant Agreement, dated January 28, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the “Public Warrant Agreement”).
Pursuant to the Public Warrant Agreement, we issued warrants to purchase 8,333,333 shares of Class A common stock (the “Public Warrants”) and 200,000 private placement warrants. Additionally, pursuant to that certain Amended and Restated Forward Purchase Contract, dated as of January 28, 2021, by and between CF V and CFAC Holdings V, LLC (the “Sponsor”), we agreed to issue warrants to purchase an additional 333,333 shares of Class A common stock at an exercise price of $11.50 per share (the “Forward Purchase Warrant”) (together, with the Public Warrants and the private placement Warrants, the “$8.63 Warrants”).
All of the $8.63 Warrants are governed by the Public Warrant Agreement. The $8.63 Warrants became exercisable 30 days after the Closing Date, or February 25, 2022, and will expire on January 25, 2027, or earlier upon redemption or liquidation.
The $8.63 Warrants were initially recognized as a liability with a fair value of $4.9 million. On April 1, 2022, we determined pursuant to the Public Warrant Agreement, as modified and assumed by the PIPE Warrant Agreement, that the warrant price with respect to the warrants issued and outstanding was adjusted from $11.50 to $8.63 and the redemption price was adjusted from $18.00 to $13.50 . The $8.63 Warrants had a fair value of $3.5 million as of June 30, 2025.
20
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
7. Earnout Liabilities
| Sponsor Earnout | |||||
| As of December 31, 2024 | $ | ||||
| Change in fair value of financial instruments | |||||
| As of June 30, 2025 | $ | ||||
Sponsor Earnout
Pursuant to that certain Sponsor Support Agreement, dated as of July 5, 2021, by and among us, the Sponsor and Nettar (the “Sponsor Support Agreement”), the Sponsor has agreed that during the period between the Closing and the five-year anniversary of the Closing, the Sponsor shall not sell, transfer or otherwise dispose of Class A common stock equal to 1,869,000 less 30 % of the Forfeiture Escrow Shares (as defined in the Sponsor Support Agreement) retired and canceled (“Sponsor Earnout”). The Sponsor Earnout is subject to potential forfeiture to us for no consideration until the occurrence of each tranche’s respective earnout triggering event. The earnout triggering events related to achieving a closing price at or above $12.50 , $15.00 and $20.00 per share, respectively, for any 10 trading days over a 20 trading day period were not satisfied during the six months ended June 30, 2025. As a result, the Sponsor Earnout of 1,775,962 shares of Class A common stock were not vested and are subject to transfer restrictions and contingent forfeiture provisions.
8. Property and Equipment
Property and equipment, net consists of the following:
| Estimated Useful Life (in years) | June 30, | December 31, | |||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Satellites and other equipment | $ | $ | |||||||||||||||
| Satellites under construction | Not applicable | ||||||||||||||||
| Leasehold improvements | |||||||||||||||||
| Other property and equipment | |||||||||||||||||
| Total property and equipment | |||||||||||||||||
| Less: Accumulated depreciation | ( | ( | |||||||||||||||
| Property and equipment, net | $ | $ | |||||||||||||||
Provisions for depreciation are based on estimated useful lives of the assets using the straight-line method.
Information related to our property and equipment and operating lease ROU assets by geography is as follows:
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Uruguay | $ | $ | |||||||||
| Argentina | |||||||||||
| Spain | |||||||||||
| Other countries | |||||||||||
Total (1) | $ | $ | |||||||||
(1) The presentation in the table above is based on the geographic location of the entity that holds the assets.
21
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
9. Additional Financial Statement Information
Prepaid Expenses and Other Current Assets
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Prepaid expenses | $ | $ | |||||||||
| Officina Stellare S.p.A. (“OS”) Warrants | |||||||||||
| Advances to suppliers | |||||||||||
| Other current assets | |||||||||||
| Total | $ | $ | |||||||||
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Accrued expenses and other liabilities | |||||||||||
| Payroll and benefits payable | $ | $ | |||||||||
| Advisory Fee cash payable | |||||||||||
| Other taxes payable | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
| Total current | $ | $ | |||||||||
| Total non-current | $ | $ | |||||||||
Interest Income, Net
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Interest income, net | |||||||||||||||||||||||
| Interest expense (1) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other finance costs | ( | ( | |||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
10. Income Tax
As of March 26, 2025, we are incorporated in the U.S. Our operations are conducted through various subsidiaries in a number of countries throughout the world with significant operations in Uruguay, where we operate in a free trade zone. Consequently, income tax has been provided based on the laws and tax rates in effect in the countries in which operations
22
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
are conducted or in which our subsidiaries are considered resident for corporate income tax purposes, including Argentina, China, Israel, the Netherlands, Spain, Uruguay, and the United States.
The calculation of our effective tax rate is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Total loss before income tax | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Income tax (benefit) expense | $ | ( | $ | $ | $ | ||||||||||||||||||
| Effective tax provision rate | % | ( | %) | ( | %) | ( | %) | ||||||||||||||||
The difference between the U.S. federal statutory income tax rate of 21% and the Company’s effective income tax rate for the six months ended June 30, 2025 and 2024 was primarily impacted by a variety of factors including the location in which income was earned, the recognition of a full deferred tax asset valuation allowance in various jurisdictions, and interest and penalties related to uncertain tax positions.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted. The OBBBA makes significant tax law changes and modifications, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and the restoration of favorable tax treatment for certain business provisions, including allowing accelerated tax deductions for qualified property and equipment expenditures and the business interest expense limitation. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently assessing the potential impacts on its consolidated financial position, results of operations and cash flows.
11. Stock-based Compensation
A summary of stock option activity for the six months ended June 30, 2025 is as follows:
| Number of Options | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term (years) | ||||||||||||||||||
| Outstanding at December 31, 2024 | $ | |||||||||||||||||||
| Granted | ||||||||||||||||||||
| Forfeited | ( | |||||||||||||||||||
| Exercised | ( | |||||||||||||||||||
| Expired | ( | |||||||||||||||||||
| Outstanding at June 30, 2025 | $ | |||||||||||||||||||
| Exercisable at June 30, 2025 | $ | |||||||||||||||||||
A summary of RSU activity for the six months ended June 30, 2025 is as follows:
| Number of RSUs | Weighted Average Grant-Date Value | |||||||||||||
| Outstanding unvested RSUs at December 31, 2024 | $ | |||||||||||||
| Granted during the year | ||||||||||||||
| Forfeited during the year | ( | |||||||||||||
Vested during the year (1) | ( | |||||||||||||
| Outstanding unvested RSUs at June 30, 2025 | $ | |||||||||||||
23
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
(1) The issuance of Class A common stock was deferred, as elected by the grantees, for 410,000 and 264,516 RSUs that vested during the six months ended June 30, 2025 and 2024, respectively.
12. Net Loss Per Share
Diluted loss per share considers the impact of potentially dilutive securities. We identified financial instruments that qualify as potential common shares: (i) the share-based options awards described in Note 11 (Stock-based Compensation), (ii) the warrants described in Note 6 (Warrant Liabilities), and (iii) the earnout liabilities described in Note 7 (Earnout Liabilities). Each of these potential common shares are antidilutive since their conversion to common shares would decrease loss per share from continuing operations.
Basic and diluted net loss per share attributable to common stockholders is calculated as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net loss attributable to holders of Common Stock | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Basic weighted-average shares of Common Stock outstanding | |||||||||||||||||||||||
| Basic net loss per share for the period attributable to holders of Common Stock | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Dilutive numerator | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted weighted-average Common Stock outstanding | |||||||||||||||||||||||
| Diluted net loss per share for the period attributable to holders of Common Stock | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Additionally, the following securities were not included in the quarter-to-date or year-to-date computation of diluted shares outstanding because the effect would have been anti-dilutive:
| Three and Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Warrants | |||||||||||
| Sponsor earnout shares | |||||||||||
| Stock options | |||||||||||
| Restricted stock units | |||||||||||
| Shares convertible from Secured Convertible Notes | |||||||||||
| Total | |||||||||||
24
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
13. Fair Value Measurements and Financial Instruments
The following tables provide the fair value measurement hierarchy of our assets and liabilities:
| As of June 30, 2025 | Fair value measurement using | |||||||||||||||||||
| Financial instruments | Quoted prices in active markets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||||||||||||
| Assets | ||||||||||||||||||||
| OS Warrants | $ | $ | $ | |||||||||||||||||
| Liabilities | ||||||||||||||||||||
$ | $ | $ | $ | |||||||||||||||||
| PIPE Warrant liability | ||||||||||||||||||||
| Liberty Warrants and Liberty Advisory Fee Warrant liability | ||||||||||||||||||||
| Total Warrant Liabilities | $ | $ | $ | |||||||||||||||||
| Sponsor Earnout liability | $ | $ | $ | |||||||||||||||||
| Secured Convertible Notes | $ | $ | $ | |||||||||||||||||
| As of December 31, 2024 | Fair value measurement using | |||||||||||||||||||
| Financial instruments | Quoted prices in active markets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||||||||||||
| Assets | ||||||||||||||||||||
| OS Warrants | $ | $ | $ | |||||||||||||||||
| Liabilities | ||||||||||||||||||||
$ | $ | $ | $ | |||||||||||||||||
| PIPE Warrant liability | ||||||||||||||||||||
| Liberty Warrants and Liberty Advisory Fee Warrant liability | ||||||||||||||||||||
| Total Warrant Liabilities | $ | $ | $ | |||||||||||||||||
| Sponsor Earnout Liability | $ | $ | $ | |||||||||||||||||
| Secured Convertible Notes | $ | $ | $ | |||||||||||||||||
The following methods and assumptions were used to estimate the fair values at June 30, 2025:
•The carrying values of cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other current assets, accounts payable, and accrued expenses and other liabilities are considered to approximate their fair values due to the short-term nature of these items.
•The volatility assumption is based on the historical volatility of the Company’s and OS’s stock prices, implied volatility of the Company’s and guideline public companies’ stock prices and the risk free rate of return assumption is based on market rates. An increase in volatility and or the risk free rate of return would result in higher values for the Company’s stock warrants, the OS stock warrants.
•The fair values of the OS stock warrant investment assets have been estimated using the Black-Scholes model. Significant unobservable inputs include:
◦Time to expiry: 0.5 years
◦Volatility: 29.4 %
◦Risk free rate of return: 4.3 %
25
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
•The fair values of the $8.63 Warrants were determined using the quoted prices in the active warrant market.
•The fair values of the PIPE Warrant have been estimated using the Black-Scholes model. Significant unobservable inputs include:
◦Time to expiry: 1.6 years
◦Volatility: 85 %
◦Risk free rate of return: 3.8 %
•The fair values of the Liberty Warrants and Liberty Advisory Fee Warrant have been estimated using the Black-Scholes model. Significant unobservable inputs include:
◦Time to expiry: 1.6 years
◦Volatility: 85.0 %
◦Risk free rate of return: 3.8 %
•The fair value of the Sponsor Earnout has been estimated using the Monte Carlo model. Significant unobservable inputs include:
◦Time to expiry: 1.6 years
◦Volatility: 85 %
◦Risk free rate of return: 3.8 %
•The fair values of the Secured Convertible Notes is determined by using the “with” method. At each measurement date we valued the Secured Convertible Notes with the conversion option. The difference between the aggregate fair value of the Secured Convertible Notes and the unpaid principal balance was $67.7 million at June 30, 2025. Inputs used for the fair value measurement include:
◦Credit spread – 25.00 % to 37.50 %
◦Volatility: 50 %
◦Risk free rate of return: 3.7 %
Changes in the fair value of Level 3 assets during the three months ended June 30, 2025 were as follows:
| OS warrants | ||||||||
| At December 31, 2024 | $ | |||||||
Remeasurement gain/(loss)(1) | ||||||||
Foreign currency translation adjustment | ||||||||
| At June 30, 2025 | $ | |||||||
(1) Recognized in the Condensed Consolidated Statements of Operations and Comprehensive Loss as change in fair value of financial instruments for the six months ended June 30, 2025.
26
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
Changes in the fair value of Level 3 liabilities during the three months ended June 30, 2025 and 2024 were as follows:
| Liberty Warrants and Liberty Advisory Fee Warrant | PIPE Warrant | Sponsor Earnout | Secured Convertible Notes | ||||||||||||||||||||
| At December 31, 2023 | $ | $ | $ | $ | |||||||||||||||||||
| Issues | |||||||||||||||||||||||
Remeasurement (gain)/loss(1) | ( | ( | ( | ||||||||||||||||||||
| At June 30, 2024 | $ | $ | $ | ||||||||||||||||||||
| At December 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||
| Interest payments | ( | ||||||||||||||||||||||
Remeasurement (gain)/loss(1) | |||||||||||||||||||||||
| At June 30, 2025 | $ | $ | $ | $ | |||||||||||||||||||
(1) Recognized in Change in fair value of the Condensed Consolidated Statements of Operations and Comprehensive Loss as change in fair value of financial instruments for the six months ended June 30, 2025 and 2024, respectively.
There were no transfers between Level 1 and Level 2 during the three months ended June 30, 2025 or 2024.
14. Related Parties
See description of transactions with CF&Co. and Liberty Investment as part of the Merger Transaction described in Note 4. (Reverse Recapitalization) of our 2024 Annual Report. Also see the description of the transactions involving CF&Co. described in Note 1 (Nature of the Business and Basis of Presentation) of this Report.
We made purchases totaling $0.2 million and $0.5 million from our equity method investee, OS, in the six months ended June 30, 2025 and 2024, respectively and there was $0.2 million owed to OS and included in accounts payable at June 30, 2025.
Pursuant to the ATM Program, when designated as sales agent for a particular sale, CF&Co. is to be paid a commission, in cash, at a fixed rate of 3.0 % of the gross sales price per share sold under the Second A&R Sales Agreement. CF&Co. is also entitled to reimbursement for certain specified expenses, including the fees and disbursements of CF&Co.’s legal counsel.
CF&Co. acted as the exclusive placement agent for the Registered Direct Offering issued in April 2025, pursuant to the Placement Agent Agreement by and between the Company and CF&Co. Pursuant to the Placement Agent Agreement, the Company agreed to pay CF&Co. a cash fee equal to 4.0 % of the aggregate gross proceeds raised in the Registered Direct Offering.
27
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
15. Secured Convertible Notes
Secured Convertible Notes as of June 30, 2025 and December 31, 2024 were as follows:
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Secured Convertible Notes | $ | $ | |||||||||
| Less: Current portion | |||||||||||
| Total non-current debt | $ | $ | |||||||||
On April 12, 2024, the Company, Nettar and Acquiom Agency Services LLC (the “Holder Representative”) entered into that certain Note Purchase Agreement (the “Note Purchase Agreement”) with the Purchaser, pursuant to which Nettar agreed to issue $30.0 million in aggregate principal amount of floating rate secured convertible promissory notes (the “Secured Convertible Notes”) to the Purchaser. The net proceeds from the issuance of the Secured Convertible Notes, after deducting transaction fees and other debt issuance costs, was approximately $27.6 million. The Secured Convertible Notes initially bear interest at a rate of SOFR plus 6.50 % per annum (10.70 % as of June 30, 2025), subject to an additional 4.0 % per annum if certain events of default occur and are continuing (“Contingent Interest Feature”). The Secured Convertible Notes are guaranteed by the Company and each of the Company’s material subsidiaries (other than Nettar), and are secured by substantially all of the Company’s and its subsidiaries’ assets (including all of its intellectual property). Nettar may issue additional Secured Convertible Notes under the terms thereof, provided the aggregate principal outstanding amount does not exceed $50.0 million.
The Secured Convertible Notes are convertible into shares of the Company’s Class A common stock at an initial conversion price of $1.20 (or 833.33 shares of Class A common stock per $1,000 principal amount of Secured Convertible Notes) (“Conversion Feature”), subject to customary anti-dilution adjustments. The Company’s ability to settle conversions using the Company’s Class A common stock is subject to CFIUS Approval (as defined in the Note Purchase Agreement).
Unless this Note has been previously settled or converted in accordance with the other features mentioned within agreement, the entire outstanding principal balance and all unpaid accrued interest shall become fully due and payable on the Maturity Date of April 12, 2028.
The following table details the scheduled maturity of the Secured Convertible Notes assuming no conversion prior to maturity:
| June 30, | |||||
| Years Ended | 2025 | ||||
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| Total remaining Secured Convertible Notes payments | $ | ||||
In the event of an asset sale by the Company (outside the ordinary course of business) or an insurance or condemnation event that results in net proceeds to the Company in excess of $2.0 million Nettar will be required to offer to prepay the Secured Convertible Notes up to the amount of such proceeds at par (unless such proceeds are used to purchase comparable assets within six months). In the event the Secured Convertible Notes are accelerated as a result of an event of default, Nettar must pay a pre-payment penalty equal to 5 % of the greater of (i) the outstanding principal amount and (ii) the then-prevailing conversion value. In connection with a change of control of the Company (including delisting of the Company’s Class A common stock), the holder has the right to require the Company to repurchase the Secured Convertible Notes for cash at a price equal to the greater of (i) 105 % of the redemption value of the Secured Convertible Notes or (ii) 105 % of the then-prevailing conversion value, plus accrued but unpaid interest thereon, as well as any other amounts owed (the “Put Price”). Nettar also has the right to repurchase or force-convert the Secured Convertible Notes in connection with a full acquisition of the Company at the Put Price.
28
SATELLOGIC INC.
Notes to Condensed Consolidated Financial Statements
(in thousands of U.S. dollars, except share and per share information, unless otherwise stated)
The Secured Convertible Notes contain certain restrictive covenants, including restrictions on (i) incurring indebtedness, subject to certain exceptions, (including the ability to issue additional Secured Convertible Notes; provided the aggregate principal outstanding amount does not exceed $50.0 million), (ii) creating certain liens, subject to certain exceptions, (iii) the payment of dividends or other restricted payments, (iv) the sale, transfer or otherwise conveyance of certain assets, subject to asset sale pre-payment described above, and (v) affiliate transactions.
In connection with the offering of the Secured Convertible Notes, the Company also entered into (i) a side letter with the Purchaser, 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, pursuant to which the Company agreed to register for resale the Class A common stock issuable upon conversion of the Secured Convertible Notes.
Fair value option
The Company chose to record the Secured Convertible Notes using the fair value option whereby the Secured Convertible Notes are valued as one instrument. If this election had not been made, the Company would have been required to bifurcate the Conversion Feature and the Contingent Interest Feature of the notes as separate derivatives. The Company elected the fair value option in order to account for the Notes as one instrument to better reflect the way that the Company views the financial instrument. As a result of electing the fair value option, interest on the Secured Convertible Notes is included in the Change in fair value of financial instruments on the statement of operations and comprehensive loss and debt issuance costs were recorded as expense in the current period rather than being deferred and recorded as expense over the life of the Secured Convertible Notes. The carrying value of Secured Convertible notes at June 30, 2025 and December 31, 2024 includes accrued interest of $1.0 million and $1.0 million, respectively.
16. Commitments and Contingencies
Contingencies
We may be named from time to time as a party to lawsuits arising in the ordinary course of business related to its sales, marketing, and the provision of its services and equipment. Litigation and contingency accruals are based on our assessment, including advice of legal counsel, regarding the expected outcome of litigation or other dispute resolution proceedings. If we determine that an unfavorable outcome is probable and can be reasonably assessed, we establish the necessary accruals. As of June 30, 2025 and December 31, 2024, we are not aware of any contingent liabilities that should be reflected in the Condensed Consolidated Financial Statements.
Launch Services
The Company has purchased commitments for future satellite launch services to be performed by third parties subsequent to December 31, 2024. Future purchase commitments under noncancelable launch service contracts as of June 30, 2025 for the year ending December 31, 2025 consisted of approximately $0.5 million and total commitments are $10.7 million through 2028.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and notes to those statements included in this Report. This discussion contains forward-looking statements that involve risks and uncertainties. In addition to historical information, the following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Please see “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this Report.
Company Overview
We were founded in 2010 to help solve some of the greatest challenges of our time: resource utilization and distribution. 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. 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.
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. 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. We design the core components that go into developing and manufacturing our satellites to be mission specific. We manufacture many of our components, but we also partner with third parties to manufacture certain other components to our design specifications. We assemble, integrate and test the components and satellites in our facilities. This vertical integration provides a significant cost advantage, enabling us to produce and launch satellites for less than one-tenth the cost of our competitors on average. Additionally, we own all our key intellectual property, and our patented technology allows us to capture approximately 10x more imagery than our competitors on average. Taken together, we are achieving over 60x better unit economics than our closest peers in the NewSpace sector and more than 100x better unit economics than legacy competitors. Additionally, we believe we are well-positioned to compete effectively in the existing EO market that is currently supply-constrained and consists primarily of government and D&I customers. At June 30, 2025, we had 21 commercial satellites in orbit. As of the date of this Report, we have 21 satellites in orbit, of which 20 are operational and one is being used for testing. Over the near term, we will take a measured approach to expanding our constellation, with our long term vision to reach a constellation size of approximately 200 satellites and to have the capability to conduct daily remaps of the entire planet.
Our strategy is focused along three distinct business lines: Asset Monitoring, CaaS, and Space Systems. These business lines will allow us to serve the existing EO market and begin to democratize access to a host of new EO customers.
In August 2023, we strategically realigned our business in an effort to capture high value opportunities in the U.S. market, focusing resources on what we believe to be our highest growth opportunities, while sustaining core customers and operating a lean organization. As part of this strategic realignment, we consummated the Domestication.
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. D&I customers look at ports, airfields or build-up of military equipment; mining companies monitor the environmental impact of their operations; and insurance companies are interested in building baselines and quickly assessing property damage as it occurs. With the largest available sub-meter capacity, high quality imagery and superior unit economics, we can support a growing number of customers around the world.
Our CaaS business offers governments around the world the ability to control satellites above specific areas of interest. We anticipate that our CaaS line of business will, over time, provide us with a strong recurring-revenue base in the government and D&I market.
30
Our Space Systems business is effectively satellite sales and support for customers that have a need or desire to own the satellites being utilized to capture imagery. As such, Space Systems leverages our ability to quickly build and launch high quality, sub-meter satellites at a low cost for these customers. We have built a vertically integrated satellite manufacturing capability that is critical in achieving our low-CAPEX cost and ultimately reaching our unit-economic targets for our Asset Monitoring business. Vertical integration enables us to manage our supply chain and navigate evolving global supply issues and challenges with minimal adverse impact to our satellite manufacturing schedule. 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. 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. Our success in marketing these advantages to win new customers and convert our pipeline of potential contracts into revenue will largely determine the extent of our financial success.
More specifically, we believe some of our key opportunities include the continued adoption of our high-resolution EO images, primarily with D&I customers within the U.S. government and allied countries. Additionally, the increase in market adoption of next generation high resolution space system (satellite) sales can also positively impact the future performance of our business. However, long and complex sales cycles, which typically accompany government and satellite program sales transactions, can impact our performance. Furthermore, as we are dependent on a small number of customers for a large portion of our revenue, the loss of one or more of our major customers could have a material adverse effect on our business, financial condition, and results of operations.
We are currently an early-stage company that has not demonstrated a sustained ability to generate sufficient revenue from our expected future principal business. While our revenues have increased each year, we have historically generated insufficient revenues to sustain the business and have relied on outside financing, both debt and equity, to supplement the cash flows generated from our operations. To grow our business, we have to continue to improve our technology and regularly launch new and improved satellites, which require capital. Sustained and repeat business, along with securing new debt and equity capital, are critical for our ongoing success.
In addition, we believe the Domestication provides greater visibility to investors and customers, particularly as we pursue U.S. government D&I-related contracts, and our success in leveraging this structure change will also be a key factor in our future operating results. However, there can be no assurance that the Domestication will allow us to successfully obtain such contracts or resolve other risks related to competing for government contracts.
Key Components of Results of Operations
The following briefly describes the components of revenue and expenses as presented in our Condensed Consolidated Statements of Operations and Comprehensive Loss.
We are an early-stage revenue company with limited commercial operations, and our activities to date have been conducted in South America, Asia, Europe and North America. Currently, we conduct business through one operating segment. The Condensed Consolidated Financial Statements as of June 30, 2025 and December 31, 2024, and for the three months then ended (the “Condensed Consolidated Financial Statements”) have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC.
The Condensed Consolidated Financial Statements include our accounts and those of our wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Condensed Consolidated Financial Statements are presented in United States thousands of dollars (hereinafter “U.S. dollars” or “$”), unless stated otherwise.
Revenue
Revenue is currently derived from our Asset Monitoring, CaaS 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. For our Space
31
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.
Selling, general and administrative expenses
Selling, general and administrative expenses consist of the costs related to salaries, wages and other benefits, professional fees and stock-based compensation expense related to our back-office functions. Also included in general and administrative expenses are expenses for estimated credit losses on accounts receivable and other administrative expenses.
Engineering
Engineering includes research and development expenses, and consists of the costs related to salaries, wages and other benefits, professional fees, stock-based compensation expense and other engineering-related expenses.
Depreciation expense
Depreciation expense includes depreciation of satellites and other property and equipment.
Interest income, net
Interest income, net is primarily comprised of interest earned on our Cash and Cash Equivalents, partially offset by interest expense. Interest expense on the Secured Convertible Notes recognized at fair value is included in Change in fair value of financial instruments.
Change in fair value of financial instruments
Our Secured Convertible Notes, warrant liabilities, 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 Condensed 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.
Other (expense) income, net
Other (expense) income, net consists mainly of differences related to foreign exchange gains and losses as well as gains and losses on disposal of property and equipment.
Income tax expense
As a corporation domiciled in Delaware, we are subject to taxation in the U.S. We may also be subject to withholding taxes paid at source on interest, dividends received and paid in the various jurisdictions in which we operate, other fixed, annual, determinable or periodic income, and/or income earned in other jurisdictions where we have operations. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities where we operate. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where we operate and generate taxable income. Deferred income tax is provided using the liability method on temporary differences between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was enacted. The OBBBA makes significant tax law changes and modifications, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act and the restoration of favorable tax treatment for certain business provisions, including allowing accelerated tax deductions for qualified property and equipment expenditures and the business interest expense limitation. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently assessing the potential impacts on its consolidated financial position, results of operations and cash flows.
32
Results of Operations
Comparison of Results for the three months ended June 30, 2025 and 2024
The following table summarizes our results of operations for the three months ended June 30, 2025 and 2024.
| (in thousands of US dollars) | Three Months Ended June 30, 2025 | 2025 vs 2024 | |||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Revenue | $ | 4,440 | $ | 3,501 | $ | 939 | 27 | % | |||||||||||||||
| Costs and expenses | |||||||||||||||||||||||
| Cost of sales, exclusive of depreciation shown separately below | 1,189 | 1,249 | (60) | (5) | % | ||||||||||||||||||
| Selling, general and administrative | 5,361 | 9,541 | (4,180) | (44) | % | ||||||||||||||||||
| Engineering | 2,327 | 4,287 | (1,960) | (46) | % | ||||||||||||||||||
| Depreciation expense | 1,848 | 3,101 | (1,253) | (40) | % | ||||||||||||||||||
| Total costs and expenses | 10,725 | 18,178 | (7,453) | (41) | % | ||||||||||||||||||
| Operating loss | (6,285) | (14,677) | 8,392 | (57) | % | ||||||||||||||||||
| Other (expense) income, net | |||||||||||||||||||||||
| Interest income, net | 285 | 307 | (22) | (7) | % | ||||||||||||||||||
| Change in fair value of financial instruments | (312) | (4,272) | 3,960 | (93) | % | ||||||||||||||||||
| Other (expense) income, net | (380) | 896 | (1,276) | (142) | % | ||||||||||||||||||
| Total other (expense) income, net | (407) | (3,069) | 2,662 | (87) | % | ||||||||||||||||||
| Loss before income tax | (6,692) | (17,746) | 11,054 | (62) | % | ||||||||||||||||||
| Income tax benefit (expense) | 40 | (355) | 395 | (111) | % | ||||||||||||||||||
| Net loss | $ | (6,652) | $ | (18,101) | $ | 11,449 | (63) | % | |||||||||||||||
Revenue
During the three months ended June 30, 2025, revenue increased $0.9 million, or 27% to $4.4 million from $3.5 million for the three months ended June 30, 2024, driven primarily by a $0.6 million increase in imagery ordered by new and existing Asset Monitoring customers, and a $0.4 million increase in revenue generated from the Space Systems business line. Revenue for the three months ended June 30, 2025 included $3.5 million attributable to our Asset Monitoring line of business, $0.5 million attributable to our Space Systems line of business, and $0.4 million attributable to our CaaS line of business compared to $3.0 million, $0.1 million and $0.4 million, respectively, in the prior year.
Cost of sales
Cost of sales, exclusive of depreciation, decreased $0.1 million, or 5%, to $1.2 million for the three months ended June 30, 2025 from $1.2 million for the three months ended June 30, 2024. The decrease was driven primarily by lower cloud services costs, partially offset by higher antenna lease costs.
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Selling, general and administrative expenses
| Three Months Ended June 30, 2025 | 2025 vs 2024 | ||||||||||||||||||||||
| (in thousands of U.S. dollars) | 2025 | 2024 | $ Change | % Change | |||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Professional fees related to Secured Convertibles Notes | $ | — | $ | 1,426 | $ | (1,426) | (100) | % | |||||||||||||||
| Professional fees | 886 | 2,369 | (1,483) | (63) | % | ||||||||||||||||||
| Stock-based compensation | 507 | 110 | 397 | 361 | % | ||||||||||||||||||
| Salaries, wages, and other benefits | 1,950 | 3,505 | (1,555) | (44) | % | ||||||||||||||||||
| Expense (income) from estimated credit losses on accounts receivable, net of recoveries | (49) | (28) | (21) | 75 | % | ||||||||||||||||||
| Insurance | 262 | 442 | (180) | (41) | % | ||||||||||||||||||
| Software Expenses | 1,279 | 1,293 | (14) | (1) | % | ||||||||||||||||||
| Other administrative expenses | 526 | 424 | 102 | 24 | % | ||||||||||||||||||
| Total | $ | 5,361 | $ | 9,541 | $ | (4,180) | (44) | % | |||||||||||||||
Selling, general and administrative expenses decreased $4.2 million, or 44%, to $5.4 million during the three months ended June 30, 2025, from $9.5 million for the three months ended June 30, 2024. The decrease was driven primarily by a $1.5 million decrease in professional fees consisting mainly of the accrued advisory fee pursuant to the Liberty Subscription Agreement and $1.4 million from a decrease in professional fees related to the Secured Convertible Notes in 2024. The decrease was also driven by decreases in salaries, wages, and other benefits as a result of the Company’s workforce reductions in 2024 and a decrease in insurance and other expense reductions resulting from cash control measures during 2024. These decreases were partially offset by a $0.4 million increase in stock-based compensation primarily from forfeitures related to the workforce reductions in 2024.
Engineering expenses
| Three Months Ended June 30, 2025 | 2025 vs 2024 | ||||||||||||||||||||||
| (in thousands of U.S. dollars) | 2025 | 2024 | Change | % Change | |||||||||||||||||||
| Engineering | |||||||||||||||||||||||
| Salaries, wages, and other benefits | $ | 1,648 | $ | 3,457 | $ | (1,809) | (52) | % | |||||||||||||||
| Stock-based compensation | 70 | (298) | 368 | (123) | % | ||||||||||||||||||
| Professional fees | 125 | 478 | (353) | (74) | % | ||||||||||||||||||
| Software expenses | 194 | 177 | 17 | 10 | % | ||||||||||||||||||
| Other | 290 | $ | 473 | (183) | (39) | % | |||||||||||||||||
| Total | $ | 2,327 | $ | 4,287 | $ | (1,960) | (46) | % | |||||||||||||||
Engineering expenses decreased $2.0 million, or 46%, to $2.3 million for the three months ended June 30, 2025 from $4.3 million for the three months ended June 30, 2024. 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. The decrease was also partially driven by other expense reductions resulting from cash control measures during 2024, including the termination of our high-throughput plant lease in the Netherlands. These decreases were partially offset by an increase in stock-based compensation primarily from forfeitures related to the workforce reductions made in 2024.
Depreciation expense
Depreciation expense decreased by $1.3 million, or 40%, to $1.8 million for the three months ended June 30, 2025, as compared to $3.1 million for the three months ended June 30, 2024. The decrease was due primarily to nine satellites that were launched in the second quarter of 2022 that have been fully depreciated since the second quarter of 2024, compared to the launch of four new satellites since June 30, 2024.
Interest income, net
Interest income, net remained flat for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024.
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Change in fair value of financial instruments
The positive change in fair value of financial instruments of $4.0 million was related to net losses on our financial instruments of $0.3 million for the three months ended June 30, 2025, compared to net losses of $4.3 million for the three months ended June 30, 2024. The change was primarily driven by the remeasurement of the fair value of the Secured Convertible Notes and our warrant and earnout liabilities impacted by the rise in our Class A common stock trading price. This increase was more significant in the three months ended June 30, 2024, compared to the same period in 2025. Additionally, the remeasurement of the fair value of OS warrants resulted in a loss during the three months ended June 30, 2025, due primarily to the reduction in the underlying stock price of the warrant and its approaching expiration.
Other (expense) income, net
Other (expense) income, net decreased $1.3 million, or 142%, to $0.4 million of expense for the three months ended June 30, 2025, compared to $0.9 million of income for the three months ended June 30, 2024. The decrease was driven primarily by foreign currency exchange net losses for the three months ended June 30, 2025 compared to foreign currency exchange net gains in the three months ended June 30, 2024.
Income tax benefit (expense)
Income tax benefit (expense) decreased by $0.4 million, or 111%, to a benefit of $0.04 million for the three months ended June 30, 2025, from expense of $0.4 million for the three months ended June 30, 2024. The decrease was driven primarily by lower expense related to unrecognized tax benefits. The associated liability was fully accrued in the prior period.
Results of Operations
Comparison of Results for the six months ended June 30, 2025 and 2024
The following table summarizes our results of operations for the six months ended June 30, 2025 and 2024.
| (in thousands of US dollars) | Six Months Ended June 30, | 2025 vs 2024 | |||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Revenue | $ | 7,827 | $ | 6,829 | $ | 998 | 15 | % | |||||||||||||||
| Costs and expenses | |||||||||||||||||||||||
| Cost of sales, exclusive of depreciation shown separately below | 2,426 | 2,554 | (128) | (5) | % | ||||||||||||||||||
| Selling, general and administrative | 11,846 | 18,930 | (7,084) | (37) | % | ||||||||||||||||||
| Engineering | 4,820 | 8,674 | (3,854) | (44) | % | ||||||||||||||||||
| Depreciation expense | 4,535 | 5,946 | (1,411) | (24) | % | ||||||||||||||||||
| Total costs and expenses | 23,627 | 36,104 | (12,477) | (35) | % | ||||||||||||||||||
| Operating loss | (15,800) | (29,275) | 13,475 | (46) | % | ||||||||||||||||||
| Other (expense) income, net | |||||||||||||||||||||||
| Interest income, net | 462 | 511 | (49) | (10) | % | ||||||||||||||||||
| Change in fair value of financial instruments | (22,673) | (5,024) | (17,649) | 351 | % | ||||||||||||||||||
| Other (expense) income, net | (547) | 2,297 | (2,844) | (124) | % | ||||||||||||||||||
| Total other (expense) income, net | (22,758) | (2,216) | (20,542) | 927 | % | ||||||||||||||||||
| Loss before income tax | (38,558) | (31,491) | (7,067) | 22 | % | ||||||||||||||||||
| Income tax benefit (expense) | (675) | (1,788) | 1,113 | (62) | % | ||||||||||||||||||
| Net loss | $ | (39,233) | $ | (33,279) | $ | (5,954) | 18 | % | |||||||||||||||
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Revenue
During the six months ended June 30, 2025, revenue increased $1.0 million, or 15% to $7.8 million from $6.8 million for the six months ended June 30, 2024, driven primarily by a $1.0 million increase in imagery ordered by new and existing Asset Monitoring customers. Revenue for the six months ended June 30, 2025 included $6.2 million attributable to our Asset Monitoring line of business, $0.8 million attributable to our Space Systems line of business, and $0.8 million attributable to our CaaS line of business compared to $5.1 million, $0.9 million and $0.8 million, respectively, in the prior year.
Cost of sales
Cost of sales, exclusive of depreciation, decreased $0.1 million, or 5%, to $2.4 million for the six months ended June 30, 2025 from $2.6 million for the six months ended June 30, 2024. The decrease was driven primarily by lower cloud services costs and Space Systems costs, partially offset by higher leased antenna costs.
Selling, general and administrative expenses
| Six Months Ended June 30, | 2025 vs 2024 | ||||||||||||||||||||||
| (in thousands of U.S. dollars) | 2025 | 2024 | $ Change | % Change | |||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Professional fees related to Secured Convertibles Notes | $ | — | $ | 2,397 | $ | (2,397) | (100) | % | |||||||||||||||
| Professional fees | 2,681 | 4,634 | (1,953) | (42) | % | ||||||||||||||||||
| Stock-based compensation | 1,040 | 1,065 | (25) | (2) | % | ||||||||||||||||||
| Salaries, wages, and other benefits | 4,092 | 6,251 | (2,159) | (35) | % | ||||||||||||||||||
| Expense (income) from estimated credit losses on accounts receivable, net of recoveries | (49) | (12) | (37) | 308 | % | ||||||||||||||||||
| Insurance | 584 | 957 | (373) | (39) | % | ||||||||||||||||||
| Software Expenses | 2,550 | 2,693 | (143) | (5) | % | ||||||||||||||||||
| Other administrative expenses | 948 | 945 | 3 | — | % | ||||||||||||||||||
| Total | $ | 11,846 | $ | 18,930 | $ | (7,084) | (37) | % | |||||||||||||||
Selling, general and administrative expenses decreased $7.1 million, or 37%, to $11.8 million during the six months ended June 30, 2025, from $18.9 million for the six months ended June 30, 2024. The decrease was driven primarily by a $2.0 million decrease in professional fees consisting mainly of the accrued advisory fee pursuant to the Liberty Subscription Agreement and $2.4 million of professional fees related to the Secured Convertible Notes in 2024, partially offset by professional fees related to the Domestication in 2025. The decrease was also partially driven by decreases in salaries, wages, and other benefits as a result of the Company’s workforce reductions in 2024 and other expense reductions resulting from cash control measures during 2024.
Engineering expenses
| Six Months Ended June 30, | 2025 vs 2024 | ||||||||||||||||||||||
| (in thousands of U.S. dollars) | 2025 | 2024 | Change | % Change | |||||||||||||||||||
| Engineering | |||||||||||||||||||||||
| Salaries, wages, and other benefits | $ | 3,524 | $ | 6,392 | $ | (2,868) | (45) | % | |||||||||||||||
| Stock-based compensation | 131 | 193 | (62) | (32) | % | ||||||||||||||||||
| Professional fees | 190 | 606 | (416) | (69) | % | ||||||||||||||||||
| Software expenses | 352 | 363 | (11) | (3) | % | ||||||||||||||||||
| Other | 623 | $ | 1,120 | (497) | (44) | % | |||||||||||||||||
| Total | $ | 4,820 | $ | 8,674 | $ | (3,854) | (44) | % | |||||||||||||||
Engineering expenses decreased $3.9 million, or 44%, to $4.8 million for the six months ended June 30, 2025 from $8.7 million for the six months ended June 30, 2024. The decrease was driven primarily by a decrease in salaries, wages, and other benefits and stock-based compensation as a result of the Company’s workforce reductions in 2024. The decrease was also partially driven by other expense reductions resulting from cash control measures during 2024, including the termination of our high-throughput plant lease in the Netherlands.
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Depreciation expense
Depreciation expense decreased by $1.4 million, or 24%, to $4.5 million for the six months ended June 30, 2025, as compared to $5.9 million for the six months ended June 30, 2024. The decrease was due primarily to nine satellites that were launched in the second quarter of 2022 that became fully depreciated since the second quarter of 2024, compared to the launch of four new satellites since June 30, 2024.
Interest income, net
Interest income, net remained flat for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.
Change in fair value of financial instruments
The negative change in fair value of financial instruments of $17.6 million was related to net losses on our financial instruments of $22.7 million for the six months ended June 30, 2025, compared to net losses of $5.0 million for the six months ended June 30, 2024. The change was primarily driven by the remeasurement of the fair value of the Secured Convertible Notes and our warrant and earnout liabilities primarily impacted by the rise in trading price of our Class A common stock primarily in the first quarter of 2025. These losses were partially offset by a gain on the value of our OS warrants due primarily to the rise in the underlying stock price of the warrant in the six months ended June 30, 2025.
Other (expense) income, net
Other (expense) income, net decreased $2.8 million, or 124%, to $0.5 million of expense for the six months ended June 30, 2025, compared to $2.3 million of income for the six months ended June 30, 2024. The decrease was driven primarily by foreign currency exchange net losses for the six months ended June 30, 2025 compared to foreign currency exchange net gains in the three months ended June 30, 2024.
Income tax expense
Income tax expense decreased by $1.1 million, or 62%, to $0.7 million for the six months ended June 30, 2025, from $1.8 million for the six months ended June 30, 2024. The decrease was driven primarily by lower expense related to unrecognized tax benefits. The associated liability was fully accrued in the prior period and only interest was accrued in the current period.
Non-GAAP Financial Measures
To supplement our Condensed Consolidated Financial Statements, which are prepared and presented in accordance with U.S. GAAP, we use the following non-GAAP measures: EBITDA; Adjusted EBITDA; and Free Cash Flow. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP.
We define Non-GAAP EBITDA as net loss excluding interest, income taxes, depreciation and amortization. We did not incur amortization expense during the three and six months ended June 30, 2025 and 2024.
We define Non-GAAP Adjusted EBITDA as Non-GAAP EBITDA further adjusted for other (expense) income, net, changes in the fair value of financial instruments, stock-based compensation, and professional fees related to Secured Convertible Notes. Other (expense) income, net consists primarily of foreign currency gains and losses.
We define Non-GAAP Free Cash Flow as net cash used in operating activities less payments for capital expenditures.
We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We believe these measures provide analysts, investors and management with helpful information regarding the underlying operating performance of our business, as they provide meaningful supplemental information regarding our performance and liquidity by removing the impact of items that we believe are not reflective of our underlying operating performance. The non-GAAP measures are used by us to evaluate our core operating performance and liquidity on a comparable basis and to make strategic decisions. The non-GAAP measures also facilitate company-to-company operating performance comparisons by backing out potential differences caused by variations such
37
as capital structures, taxation, depreciation, capital expenditures and other non-cash items (i.e., embedded derivatives, debt extinguishment and stock-based compensation) which may vary for different companies for reasons unrelated to operating performance. However, different companies may define these terms differently and accordingly comparisons might not be accurate. There are a number of limitations related to the use of non-GAAP financial measures. We compensate for these limitations by providing specific information regarding the U.S. GAAP amounts excluded from these non-GAAP financial measures, and evaluating these non-GAAP financial measures together with their relevant financial measures in accordance with U.S. GAAP. Non-GAAP measures such as EBITDA, Adjusted EBITDA and Free Cash Flow are not intended to be a substitute for any U.S. GAAP financial measure.
The following presents our non-GAAP financial measures, along with the most comparable GAAP metric:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net loss available to stockholders | $ | (6,652) | $ | (18,101) | $ | (39,233) | $ | (33,279) | |||||||||||||||
| EBITDA (non-GAAP) | (4,841) | (14,643) | (34,020) | (25,534) | |||||||||||||||||||
| Adjusted EBITDA (non-GAAP) | (3,573) | (10,029) | (9,629) | (19,152) | |||||||||||||||||||
| Net cash used in operating activities | (4,342) | (13,776) | (9,064) | (23,891) | |||||||||||||||||||
| Free Cash Flow (non-GAAP) | (5,118) | (15,168) | (11,753) | (27,225) | |||||||||||||||||||
Non-GAAP Financial Measure Reconciliations
The following table presents a reconciliation of Non-GAAP EBITDA and Non-GAAP Adjusted EBITDA to our net loss for the periods indicated.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net loss available to stockholders | $ | (6,652) | $ | (18,101) | $ | (39,233) | $ | (33,279) | |||||||||||||||
| Interest expense | 3 | 2 | 3 | 11 | |||||||||||||||||||
| Income tax (benefit) expense | (40) | 355 | 675 | 1,788 | |||||||||||||||||||
| Depreciation expense | 1,848 | 3,101 | 4,535 | 5,946 | |||||||||||||||||||
| Non-GAAP EBITDA | $ | (4,841) | $ | (14,643) | $ | (34,020) | $ | (25,534) | |||||||||||||||
| Professional fees related to Secured Convertible Notes | — | 1,426 | — | 2,397 | |||||||||||||||||||
| Change in fair value of financial instruments | 312 | 4,272 | 22,673 | 5,024 | |||||||||||||||||||
Other expense (income), net (1) | 380 | (896) | 547 | (2,297) | |||||||||||||||||||
| Stock-based compensation | 576 | (188) | 1,171 | 1,258 | |||||||||||||||||||
| Non-GAAP Adjusted EBITDA | $ | (3,573) | $ | (10,029) | $ | (9,629) | $ | (19,152) | |||||||||||||||
(1) Other expense (income), net includes foreign exchange gain or loss and other non-operating income and expenses not considered indicative of our ongoing operational performance.
The following table presents a reconciliation of Non-GAAP Free Cash Flow to cash flows used in operating activities for the periods indicated.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands of U.S. dollars) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net cash used in operating activities | $ | (4,342) | $ | (13,776) | $ | (9,064) | $ | (23,891) | |||||||||||||||
| Less purchases of property and equipment | (776) | (1,392) | (2,689) | (3,334) | |||||||||||||||||||
| Non-GAAP Free Cash Flow | $ | (5,118) | $ | (15,168) | $ | (11,753) | $ | (27,225) | |||||||||||||||
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Liquidity and Capital Resources
Our cash and cash equivalents are maintained in highly liquid investments with remaining maturities of 90 days or less at the time of purchase. As of June 30, 2025, we had $32.6 million in cash and cash equivalents on hand and total Secured Convertible Note principal and accrued interest outstanding of $31.0 million.
Since our formation, we have devoted substantial effort and capital resources to the development of our satellite constellation and image technology. As of June 30, 2025, we had an accumulated deficit of $439.3 million, and for the six months ended June 30, 2025, we had net cash used in operating activities of $9.1 million.
As a result of the continued slower than anticipated revenue growth, we continue to maintain cost and spending control measures which were implemented in the second quarter of 2024, including controlling growth in our workforce.
On April 12, 2024, the Company, Nettar, and Holder Representative entered into the Note Purchase Agreement with the Purchaser, pursuant to which Nettar agreed to issue the Secured Convertible Notes in the aggregate principal amount of $30.0 million to the Purchaser. The net proceeds from the issuance of the Secured Convertible Notes, after deducting transaction fees and other debt issuance costs, was approximately $27.6 million. The Secured Convertible Notes initially bear interest at a rate of SOFR plus 6.50% per annum. subject to an additional 4.0% per annum if certain events of default occur and are continuing. The Secured Convertible Notes are guaranteed by the Company and each of the Company’s material subsidiaries (other than Nettar), and are secured by substantially all of the Company’s and its subsidiaries’ assets (including all of its intellectual property). Nettar may issue additional Secured Convertible Notes under the terms thereof, provided the aggregate principal outstanding amount does not exceed $50.0 million. The Secured Convertible Notes mature on April 12, 2028.
The Secured Convertible Notes contain certain restrictive covenants, including restrictions on (i) incurring indebtedness, subject to certain exceptions (including the ability to issue additional Secured Convertible Notes; provided the aggregate principal outstanding amount does not exceed $50.0 million), (ii) creating certain liens, subject to certain exceptions, (iii) the payment of dividends or other restricted payments, (iv) the sale, transfer or otherwise conveyance of certain assets, subject to asset sale pre-payment described above, and (v) affiliate transactions.
In connection with the offering of the Secured Convertible Notes, the Company also entered into (i) a side letter with the Purchaser, pursuant to which the Purchaser is entitled to pre-emptive rights, in order to maintain its as-converted ownership percentage on the same basis as new capital raised and (ii) a registration rights agreement with the Purchaser, pursuant to which the Company agreed to register for resale the Class A common stock issuable upon conversion of the Secured Convertible Notes.
On December 8, 2024, the Company entered into a Share Purchase Agreement with the purchaser party thereto, pursuant to which the Company issued in a private placement an aggregate of 3,571,429 Class A common stock to the purchaser at a purchase price of $2.80 per share. The closing of the private placement occurred on December 10, 2024 and the Company received gross proceeds of $10,000,000. The net proceeds from the offering are being used for general corporate purposes.
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. In connection with the Domestication, the Company filed a post-effective amendment to the shelf registration statement that was declared effective by the SEC on March 31, 2025.
On December 20, 2024, the Company entered into a Sales Agreement with CF&Co., acting as the Company’s sales agent, pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, its Class A common stock, having an aggregate offering amount of up to $50,000,000 (the “ATM Program”). On February 12, 2025, the Company entered into the Amended Sales Agreement with CF&Co. and Northland, pursuant to which Northland was added as an additional Sales Agent under the ATM Program. On April 9, 2025, the Company entered into the Second A&R Sales Agreement with the Sales Agents, pursuant to which references to the Company’s Class A ordinary shares were replaced with references to the Company’s Class A common stock, along with other conforming changes, in connection with the Domestication. No Class A common stock was sold pursuant to the ATM Program during 2024. During the six months ended June 30, 2025, the Company sold $3.1 million aggregate amount of Class A common stock under the ATM Program, leaving an aggregate of $46.9 million remaining under the ATM Program.
On April 15, 2025, the Company entered into the Securities Purchase Agreement with the purchaser party thereto, pursuant to which the Company agreed to issue and sell in the Registered Direct Offering, 6,451,612 shares of the
39
Company’s Class A common stock at an offering price of $3.10 per share. The gross proceeds to the Company from the Registered Direct Offering were approximately $20 million, before deducting the placement agent’s fees and estimated offering expenses payable by the Company. Closing of the Registered Direct Offering occurred on April 16, 2025. See Note 1 (Nature of the Business and Basis of Presentation) of this Report for further details.
Currently, we primarily rely on our existing cash and cash equivalents balances to fund our business, including capital expenditures, working capital requirements, and anticipated interest payments. Our current and future revenue depends primarily on our ability to: (i) utilize our available satellite capacity with new and existing customers and (ii) enter into new commercial relationships with new customers. There can be no assurance that we will attain positive cash flow from operations. We have experienced, and may continue to experience, negative cash flows, and if we continue to experience negative cash flows, our existing cash and cash equivalents balances may be reduced, and we may be required to reduce capital expenditures, or make other changes to our operating structure, all of which could have a material adverse effect on our business.
Management assessed our ability to continue as a going concern and evaluated whether there are certain conditions and events that raise substantial doubt about our ability to continue as a going concern using all information available about the future. Given our current liquidity position, including the Secured Convertible Note, and historical operating losses, we believe there is substantial doubt that we can continue as a going concern. Substantial doubt about an entity’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued.
We have, however, prepared the Condensed Consolidated Financial Statements included elsewhere in this Report on a going concern basis, assuming that our financial resources will be sufficient to meet our capital needs over the next twelve months. Accordingly, our Condensed Consolidated Financial Statements contemplate the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business and do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. If we cannot continue as a going concern, adjustments to the carrying values and classification of our assets and liabilities and the reported amounts of income and expenses could be required and could be material. Despite substantial doubt that we will be able to continue as a going concern, we are continuing to take actions to secure sufficient financing (as described below) and thus believe that the application of the going concern assumption for the preparation of the Condensed Consolidated Financial Statements is appropriate.
In an effort to address our ability to continue as a going concern, we continue to seek and evaluate additional opportunities to raise capital through the issuance of equity or debt, or a combination of both, such as the Secured Convertible Notes, the Share Purchase Agreement and the Amended Sales Agreement, as well as evaluating other strategic alternatives. Until such time that we can generate revenue sufficient to achieve profitability, we expect to finance our operations through equity or debt financings, which may not be available to us on the timing needed, on terms that the Company deems to be favorable or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders may be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of common stockholders. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. If we are unable to obtain sufficient financial resources, our business, financial condition and results of operations will be materially and adversely affected. There can be no assurance that we will be able to obtain the needed financing on acceptable terms or at all. See “Risk Factors—There is substantial doubt about our ability to continue as a going concern” of our 2024 Annual Report for additional information.
Additionally, we are an early-stage growth company and subject to a number of risks associated with emerging, technology-oriented companies with a limited operating history, including, but not limited to, dependence on key individuals, a developing business model, key customers, initial and continued market acceptance of our services and protection of our proprietary technology. Our sales efforts involve considerable time and expense, and our sales cycle is long and unpredictable. We also have risks from competition from substitute products and services. All of these risks, as well as the risks included in Part I, Item 1A. Risk Factors included in our 2024 Annual Report, could have an adverse impact on our business and financial prospects and cause us to seek additional financing to fund future operations.
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Cash Flows Summary
The following table summarizes our cash flow information for the six months ended June 30, 2025 and 2024.
| Six Months Ended June 30, | |||||||||||
| (in thousands of U.S. dollars) | 2025 | 2024 | |||||||||
| Net cash flows: | |||||||||||
| Net cash flows used in operating activities | $ | (9,064) | $ | (23,891) | |||||||
| Net cash flows used in investing activities | (2,689) | (3,320) | |||||||||
| Net cash flows provided by financing activities | 21,430 | 27,361 | |||||||||
| Net change in cash, cash equivalents and restricted cash | $ | 9,677 | $ | 150 | |||||||
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. As we continue to expand our commercial operations, we anticipate our cash used in operating activities will remain elevated until we begin to generate material cash flows from the business.
Cash flows used in operating activities are as follows:
| (in thousands of US dollars) | Six Months Ended June 30, | ||||||||||
| 2025 | 2024 | ||||||||||
| Net loss | $ | (39,233) | $ | (33,279) | |||||||
Adjustments for the impact of non-cash items (1) | 27,209 | 12,813 | |||||||||
| Net loss adjusted for the impact of non-cash items | (12,024) | (20,466) | |||||||||
| Changes in assets and liabilities | |||||||||||
Accounts receivable(2) | 1,534 | (992) | |||||||||
Prepaid expenses and other current assets(3) | 1,251 | (2,362) | |||||||||
Accounts payable(4) | (536) | 2,683 | |||||||||
Other(5) | 711 | (2,754) | |||||||||
| Net cash used in operating activities | $ | (9,064) | $ | (23,891) | |||||||
(1)Includes items such as depreciation, changes in the fair value of financial instruments, interest expense, income tax, stock-based compensation expense, expense for estimated credit losses on accounts receivable, changes in foreign currency and others.
(2)The change is primarily due to timing of payments and improved collection of our accounts receivable.
(3)The change is primarily due to lower prepaid insurance costs.
(4)The change is primarily due to the timing of payments.
(5)The change is primarily due to timing of payments, net of an increase in contract liabilities for new revenue contracts.
Cash Flows Used in Investing Activities
Our cash flows used in investing activities to date have been primarily comprised of purchases of satellite components and other property and equipment. Investing activities have increased substantially as we ramped up satellite production activity and factory development in connection with expanding our production capacity.
Net cash used in investing activities $2.7 million for the six months ended June 30, 2025, was down slightly compared to $3.3 million for the six months ended June 30, 2024. Cash control measures implemented in 2023 limited the number of launches in both periods.
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Cash Flows Provided by (used in) Financing Activities
Net cash provided by financing activities was $21.4 million for the six months ended June 30, 2025 compared to net cash provided by financing activities of $27.4 million for the six months ended June 30, 2024, which resulted primarily from proceeds from stock issuances under the Registered Direct Offering, ATM Program and proceeds from exercise of stock options in the six months ended June 30, 2025, as discussed above.
Debt
Refer to Note 15 (Secured Convertible Notes) to the Condensed Consolidated Financial Statements for a discussion of our debt at June 30, 2025 and December 31, 2024.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our unaudited condensed consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. The accounting policies that have been identified as critical to our business operations and to understanding the results of our operations pertain to revenue recognition, impairment of assets, fair value of financial instruments, and income taxes. Actual results may differ materially from these estimates under different assumptions and conditions.
There have been no material changes to our critical accounting policies and estimates in the three months ended June 30, 2025. For more information, the application of each of these critical accounting policies and estimates is discussed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2024 Annual Report.
Emerging Growth Company and Smaller Reporting Company Status
Section 102(b)(1) of the Jobs Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The Jobs Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable.
We are an “emerging growth company” as defined in Section 2(a) of the Securities Act and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. We expect to remain an emerging growth company at least through the end of the 2025 fiscal year and we expect to continue to take advantage of the benefits of the extended transition period, although we may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.
As an emerging growth company, we are not required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, and (ii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis).
We will also rely on certain reduced reporting and other requirements that are otherwise generally applicable to public companies.
We are also a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K, meaning that the market value of our stock held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on
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exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.
Recent Accounting Pronouncements
Refer to Note 3 (Accounting Standards Updates) in the Condensed Consolidated Financial Statements included in this Report for more information about recent accounting pronouncements, the timing of their adoption and our assessment, to the extent we have made such an assessment, of their potential impact on our financial condition and our results of operations and cash flows.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer (CEO) and chief financial officer (CFO), as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
As of the end of the period covered by this Report, our CEO and CFO carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of June 30, 2025.
Changes in Internal Control Over Financial Reporting
During the quarter ended June 30, 2025, there have been no changes made to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II
ITEM 1. LEGAL PROCEEDINGS
It is possible that from time to time, we may be subject to various claims, lawsuits, and other legal and administrative proceedings that may arise in the ordinary course of business. Some of these claims, lawsuits, and other proceedings may range in complexity and result in substantial uncertainty; it is possible that they may result in damages, fines, penalties, non-monetary sanctions, or relief. However, we do not believe any claims, lawsuits, or proceedings currently pending, individually or in the aggregate, if adversely determined, would be material to our business or likely to result in a material adverse effect on our business, financial condition, and results of operations.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors we previously disclosed in our 2024 Annual Report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not applicable.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
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| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1* | ||||||||
| 32.2* | ||||||||
| 101 .INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101 .SCH* | Inline XBRL Taxonomy Extension Schema Document. | |||||||
| 101 .CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
| * | Filed herewith. | |||||||
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
August 12, 2025
| SATELLOGIC INC. | ||||||||
| By: | /s/ Rick Dunn | |||||||
| Name: | Rick Dunn | |||||||
| Title: | Chief Financial Officer | |||||||
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