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 underthe laws of the British Virgin Islands (“BVI”) under the BVI Business Companies Act (as revised) (the “BVICompanies Act”). We are proposing to change our jurisdiction of incorporation domesticating as a corporationincorporated under the laws of the State of Delaware and discontinuing in the BVI (the “Domestication”). Toeffect the Domestication, we will, upon final approval of our Board of Directors of the Company (the “Board ofDirectors”), file with the Secretary of State of the State of Delaware a certificate of corporate domestication anda certificate of incorporation of a Delaware corporation with the name “Satellogic Inc.” (we refer to thedomesticated Delaware entity as “Satellogic Delaware”) and will file with the Registrar of Corporate Affairs inthe BVI a notice of Satellogic BVI’s continuance out of the BVI, pursuant to which we will be domesticated andcontinue as a Delaware corporation. On the effective date of the Domestication, each of our currently issued andoutstanding Class A ordinary shares (“BVI Class A Ordinary Shares”) and Class B ordinary shares (“BVI ClassB Ordinary Shares,” and together with the BVI Class A Ordinary Shares, our “BVI Ordinary Shares”), warrantsto purchase BVI Class A Ordinary Shares (“BVI Warrants) will automatically convert by operation of law, on aone-for-one basis, into shares of Satellogic Delaware Class A common stock (“DE Class A Common Stock”),Class B common stock (“DE Class B Common Stock,” and together with the DE Class A Common Stock, the“DE Common Stock”) and warrants to purchase DE Class A Common Stock (“DE Warrants”), respectively.UnderBVI law and our current governing documents,we do not need shareholder approval of theDomestication, and our shareholders do not have statutory dissenters’ rights of appraisal as a result of theDomestication. We are not asking you for a proxy and you are requested not to send us a proxy. No shareholderaction is required to effect the Domestication. See“The Domestication”—“No Vote or Dissenters’Rightsof Appraisal in the Domestication.” Our BVI Class A Ordinary Shares and BVI Warrants are currently listed on The NASDAQ CapitalMarket (“Nasdaq”) under the symbols “SATL” and “SATLW”, respectively. The closing price of our BVI ClassA Ordinary Shares and BVI Warrants on March 21, 2025 was $3.79 and $0.53, respectively. We will seek, andexpect to receive, approval from Nasdaq to trade the DE Class A Common Stock and DE Warrants under thesame symbols after the Domestication. Weare a“foreign private issuer”as defined under applicable Securities and ExchangeCommission rules and an“emerging growth company”as that term is defined in the Jumpstart OurBusiness Startups Act of 2012 (the“JOBS Act”). Immediately following the Domestication, we will nolonger be a“foreign private issuer,”but will continue to qualify as an“emerging growth company.”Wewill also qualify as a“smaller reporting company”as defined in Item 10(f)(1) of Regulation S-K. As an“emerging growth company”and a“smaller reporting company”we are eligible for reduced publicdisclosure requirements. Investing in our securities involves risks that are described in the“Risk Factors”section beginningon page 12 of this prospectus. Neither the Securities and Exchange Commission nor any other regulatory body has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Anyrepresentation 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 Islands Financial Services Commission nor the British Virgin Islands Registrarof Corporate Affairs accepts any responsibility for Satellogic Delaware’s financial soundness or thecorrectness 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 OFOPERATIONS (“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 DOMESTICATION75 VALIDITY OF THE CAPITAL STOCK75EXPERTS75ANNEX A - AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OFSATELLOGIC BVIA-1ANNEX B - FORM OF NEW CERTIFICATE OF INCORPORATION OF SATELLOGIC DELAWAREB-1ANNEX C - FORM OF NEW BYLAWS OF SATELLOGIC DELAWAREC-1 No person has been authorized to give any information or any representation concerning us o