Satellogic Inc-A美股招股说明书(2025-03-25版)

DOMESTICATION IN DELAWARE Satellogic Inc. (the “Company” or “we”) is a business company with limited liability incorporated under the laws of the British VirginIslands (“BVI”) under the BVI Business Companies Act (as revised) (the “BVI Companies Act”). We are proposing to change our jurisdiction ofincorporationdomesticating as a corporation incorporated under the laws of the State of Delaware and discontinuing in the BVI(the“Domestication”). To effect the Domestication, we will, upon final approval of our Board of Directors of the Company (the “Board of Directors”),file with the Secretary of State of the State of Delaware a certificate of corporate domestication and a certificate of incorporation of a Delawarecorporation with the name “Satellogic Inc.” (we refer to the domesticated Delaware entity as “Satellogic Delaware”) and will file with the Registrarof Corporate Affairs in the BVI a notice of Satellogic BVI’s continuance out of the BVI, pursuant to which we will be domesticated and continue as aDelaware corporation. On the effective date of the Domestication, each of our currently issued and outstanding Class A ordinary shares (“BVI ClassA Ordinary Shares”) and Class B ordinary shares (“BVI Class B Ordinary Shares,” and together with the BVI Class A Ordinary Shares, our “BVIOrdinary Shares”), warrants to purchase BVI Class A Ordinary Shares (“BVI Warrants) will automatically convert by operation of law, on a one-for-one basis, into shares of Satellogic Delaware Class A common stock (“DE Class A Common Stock”), Class B common stock (“DE Class B CommonStock,” and together with the DE Class A Common Stock, the “DE Common Stock”) and warrants to purchase DE Class A Common Stock (“DEWarrants”), respectively. Under BVI law and our current governing documents, we do not need shareholder approval of the Domestication, and ourshareholders do not have statutory dissenters’ rights of appraisal as a result of the Domestication. We are not asking you for a proxy and you are requested not to send us a proxy. No shareholder action is required to effect theDomestication. See“The Domestication”—“No Vote or Dissenters’Rights of Appraisal in the Domestication.” Our BVI Class A Ordinary Shares and BVI Warrants are currently listed on The NASDAQ Capital Market (“Nasdaq”) under the symbols“SATL” and “SATLW”, respectively. The closing price of our BVI Class A Ordinary Shares and BVI Warrants on March 21, 2025 was $3.79 and$0.53, respectively. We will seek, and expect to receive, approval from Nasdaq to trade the DE Class A Common Stock and DE Warrants under thesame symbols after the Domestication. We are a“foreign private issuer”as defined under applicable Securities and Exchange Commission rules and an“emerging growthcompany”as that term is defined in the Jumpstart Our Business Startups Act of 2012 (the“JOBS Act”). Immediately following theDomestication, we will no longer be a“foreign private issuer,”but will continue to qualify as an“emerging growth company.”We will alsoqualify as a“smaller reporting company”as defined in Item 10(f)(1) of Regulation S-K. As an“emerging growth company”and a“smallerreporting company”we are eligible for reduced public disclosure requirements. Investing in our securities involves risks that are described in the“Risk Factors”section beginning on page 12 of this prospectus. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. This prospectus will not be filed with the British Virgin Islands Registrar of Corporate Affairs. Neither the British Virgin IslandsFinancial Services Commission nor the British Virgin Islands Registrar of Corporate Affairs accepts any responsibility for SatellogicDelaware’s financial soundness or the correctness of any of the statements made or opinions expressed in this prospectus. The date of this prospectus is March 25, 2025. TABLE OF CONTENTSPageWHERE YOU CAN FIND MORE INFORMATION2INCORPORATION BY REFERENCE2FORWARD-LOOKING STATEMENTS3SUMMARY5RISK FACTORS12THE DOMESTICATION39MARKET VALUE OF OUR BVI CLASS A ORDINARY SHARES AND BVI WARRANTS42MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (“MD&A”)43BUSINESS44MANAGEMENT45EXECUTIVE COMPENSATION51TRANSACTIONS WITH RELATED PERSONS53SHARE OWNERSHIP54DESCRIPTION OF CAPITAL STOCK56MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DOMESTICATION67SECURITIES ACT RESTRICTIONS ON RESALE OF SATELLOGIC DELAWARE COMMON STOCK75ACCOUNTING TREATMENT OF THE DOMESTICATION75VALIDITY OF THE CAPITAL STOCK75EXPERTS75ANNEX A - AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SATELLOGIC BVIA-1ANNEX B - FORM OF NEW CERTIFICATE OF INCORPORATION OF SATELLOGIC DELAWAREB-1ANNEX C - FORM OF NEW BYLAWS OF SATELLOGIC DELAWAREC-1 WHERE YOU CAN FIND MORE INFORMATION We have filed with the SEC a registration