NEW YORK, December 10, 2024--(BUSINESS WIRE)--Satellogic Inc. (NASDAQ: SATL), a leader in sub-meter resolution Earth Observation data, announced today it has closed its previously announced $10 million private placement, pursuant to which the Company issued an aggregate 3,571,429 Class A Ordinary Shares to a single institutional investor at a purchase price of $2.80 per share. The Company expects to use the net proceeds from the offering for general corporate purposes.
The Company also announced today that it has filed a shelf registration statement on Form F-3 (the "Shelf Registration Statement") to register the resale of the shares issued in the private placement as required under the share purchase agreement entered into in connection with the transaction. The Shelf Registration Statement also contemplates the primary issuance of up to $150 million aggregate amount of Class A Ordinary Shares. Accordingly, if and when the Shelf Registration Statement is declared effective, it will permit the offer and sale, from time to time, in one more series or issuance and on terms to be determined at the time of the offering, the resale of the private placement shares and the offer and sale by the Company of up to $150 million aggregate amount of Class A Ordinary Shares.
"We are pleased to have successfully completed this private placement, which strengthens our balance sheet and positions us for continued growth as we advance our mission and continue our focus on our U.S. strategy, the National Security market, and our global Space Systems opportunities," said Emiliano Kargieman, CEO & Founder, of Satellogic.
Rick Dunn, Chief Financial Officer, added, "This shelf registration statement allows for future flexibility in our capital markets strategy by establishing a framework for potential future capital raising opportunities."
Should the Company decide to raise capital in a future offering using the Shelf Registration Statement, the Company will describe the specific details of that future offering in a prospectus supplement that is filed with the SEC.
The Shelf Registration Statement has been filed with the SEC but is not yet effective. The Class A Ordinary Shares included therein may not be sold nor may offers to buy be accepted under the Shelf Registration Statement prior to the time it becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities of the Company in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
About Satellogic
Satellogic is a leading provider of sub-meter resolution satellite imagery that delivers real-time insights for governments, industries, and consumers worldwide. With its growing constellation of small satellites, Satellogic offers scalable, cost-effective solutions for high-frequency Earth observation.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the U.S. federal securities laws. The words "anticipate", "believe", "continue", "could", "estimate", "expect", "intends", "may", "might", "plan", "possible", "potential", "predict", "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 Satellogic’s current expectations and beliefs concerning future developments and their potential effects on Satellogic and include statements concerning the Company’s strategies, future opportunities, recently completed private placement and plans regarding the Shelf Registration Statement. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. These statements are based on various assumptions, whether or not identified in this press release. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by, an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Satellogic. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) our ability to generate revenue as expected; (ii) our ability to continue as a going concern; (iii) our ability to effectively market and sell our EO services and to convert contracted revenues and our pipeline of potential contracts into actual revenues; (iv) risks related to the secured convertible notes issued by the Company’s wholly-owned subsidiary, Nettar Group Inc.; (v) the potential loss of one or more of our largest customers; (vi) the considerable time and expense related to our sales efforts and the length and unpredictability of our sales cycle; (vii) risks and uncertainties associated with defense-related contracts; (viii) risks related to our pricing structure; (ix) our ability to scale production of our satellites as planned; (x) unforeseen risks, challenges and uncertainties related to our expansion into new business lines; (xi) our dependence on third parties, to transport and launch our satellites into space; (xii) our reliance on third party vendors and manufacturers to build and provide certain satellite components, products, or services; (xiii) 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; (xiv) risks related to certain minimum service requirements in our customer contracts; (xv) market acceptance of our EO services and our dependence upon our ability to keep pace with the latest technological advances; (xvi) our ability to identify suitable acquisition candidates or consummate acquisitions on acceptable terms, or our ability to successfully integrate acquisitions; (xvii) competition for EO services; (xviii) challenges with international operations or unexpected changes to the regulatory environment in certain markets; (xix) unknown defects or errors in our products; (xx) risk related to the capital-intensive nature of our business and our ability to raise adequate capital to finance our business strategies; (xxi) uncertainties regarding our previously announced and ongoing efforts to reduce operational costs and control spending, including workforce reductions; (xxii) uncertainties beyond our control related to the production, launch, commissioning, and/or operation of our satellites and related ground systems, software and analytic technologies; (xxiii) the failure of the market for EO services to achieve the growth potential we expect; (xxiv) risks related to our satellites and related equipment becoming impaired; (xxv) risks related to the failure of our satellites to operate as intended; (xxvi) production and launch delays, launch failures, and damage or destruction to our satellites during launch; (xxvii) significant risks and uncertainties related to our insurance that may not be covered by insurance; and (xxviii) 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. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of Satellogic’s Annual Report on Form 20-F and other documents filed or to be filed by Satellogic from time to time with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. 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 Satellogic 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. Satellogic can give no assurance that it will achieve its expectations.
