satellogic inc-a美股招股说明书(2025-10-15版)

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement and the accompanying prospectus are not an offer to sell these securities nor does it seek an offer to buy these securities inany jurisdiction where the offer or sale is not permitted. Subject to completion, dated October 15, 2025 PROSPECTUS SUPPLEMENT(To Prospectus dated March 31, 2025) SATELLOGIC INC. Sharesof Class A Common Stock We are offeringshares (the “Shares”) of our Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) pursuant tothis prospectus supplement and the accompanying prospectus. Our Class A Common Stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “SATL.” On October 14, 2025, the lastreported sale price of our Class A Common Stock was $per Share. We have granted the underwriters an option for a period of 30 days to purchase up toadditional shares of Class A Common Stock from us onthe same terms. If the underwriters exercise the option in full, the total proceeds to us, before expenses, will be $. We are an “emerging growth company” and “smaller reporting company” as defined under U.S. federal securities laws and are subject to reducedpublic company reporting requirements. See the sections entitled “Prospectus Summary-Implications of Being a Smaller Reporting Company”and “Prospectus Summary-Implications of Being an Emerging Growth Company” on page 2 of the accompanying base prospectus for additionalinformation. Investing in our Class A Common Stock involves risks that are described in the“Risk Factors”section beginning on page S-4of thisprospectus supplement. You should carefully read and consider these risk factors as well as the risk factors that are incorporated byreference into this prospectus supplement from our filings with the Securities and Exchange Commission (“SEC”) before investing in ourClass A Common Stock. Neither the SEC nor any state securities commission has approved or disapproved of the securities or passed upon the adequacy oraccuracy of this prospectus supplement and the accompanying prospectus. Any representation to the contrary is a criminal offense. Per Share of ClassACommon StockTotalPublic Offering Price$$Underwriting discounts and commissions(1)$$Proceeds, before expenses, to us$$ See “Underwriting (Conflicts of Interest)”beginning on page S-12of this prospectus supplement for additional information regarding thecompensation payable to the underwriters in connection with this offering. The securities will be ready for delivery on or about October, 2025. Joint Book-Running Managers Titan Partners Groupa division of American Capital Partners Cantor The date of this prospectus supplement is October, 2025 Table of ContentsPROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTS-iCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiSUMMARYS-1SUMMARY TERMS OF THE OFFERINGS-3RISK FACTORSS-4USE OF PROCEEDSS-8DIVIDEND POLICYS-9DILUTIONS-10DESCRIPTION OF SECURITIES WE ARE OFFERINGS-11UNDERWRITING (CONFLICTS OF INTEREST)S-12LEGAL MATTERSS-16EXPERTSS-17WHERE YOU CAN FIND MORE INFORMATIONS-18INCORPORATION BY REFERENCES-19PROSPECTUSABOUT THIS PROSPECTUSiiFREQUENTLY USED TERMSivCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSviiPROSPECTUS SUMMARY1SUMMARY TERMS OF THE OFFERING3INFORMATION RELATED TO OFFERED SECURITIES5RISK FACTORS6USE OF PROCEEDS10DIVIDEND POLICY11SELLING SECURITYHOLDERS12MATERIAL TAX CONSIDERATIONS14PLAN OF DISTRIBUTION20LEGAL MATTERS23EXPERTS24WHERE YOU CAN FIND MORE INFORMATION25INCORPORATION BY REFERENCE26 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement that we filed with the Securities and Exchange Commission (“SEC”) usinga “shelf” registration process. Under this shelf registration process, we may, from time to time, sell our Class A Common Stock on terms to bedetermined by market conditions at the time of the offering. We urge you to carefully read this prospectus supplement and the accompanyingprospectus, together with the information incorporated herein and therein by reference as described under the headings “Where You Can FindMore Information” and “Incorporation by Reference,” and any related free writing prospectus that we have authorized for use in connection withthis offering before buying any of the Shares being offered. We provide information to you about this offering of our Class A Common Stock in two separate documents that are bound together: (1)this prospectus supplement, which describes the specific details regarding this offering, and (2) the accompanying base prospectus, whichprovides general information, some of which may not apply to this offering. Generally, when we refer to this “prospectus,” we are referring toboth documents combined. If information in this prospectus supplement is inconsistent with the accompanying base prospectus, you should relyon this prospectus supplement. To the