Satellogic Inc. (NASDAQ: SATL), a leader in sub-meter resolution Earth Observation data, announced today it has entered into a share purchase agreement with a single institutional investor, pursuant to which the Company has agreed to issue and sell an aggregate 3,571,429 Class A Ordinary Shares (the “Shares”) in a private placement at a purchase price of $2.80 per share, resulting in gross proceeds of approximately $10 million before deducting offering expenses. The Company expects to use the net proceeds from the offering for general corporate purposes. The transaction is expected to close on or before December 10, 2024.

“The proceeds from this investment in Satellogic will help advance our mission as we continue to focus on our U.S. strategy, the National Security market, and our global Space Systems opportunities,” said Emiliano Kargieman, CEO & Founder, of Satellogic.

“This new facility from a significant institutional investor is meaningful as we look to continue expanding in 2025,” added Rick Dunn, CFO of Satellogic.

The Shares were offered and will be sold by the Company in a private placement pursuant to the exemption provided in Section 4(a)(2) under the United States Securities Act of 1933, as amended (the “Securities Act”). The Company has agreed to file a resale registration statement on Form F-3 with the Securities and Exchange Commission promptly following the closing registering the ordinary shares issued pursuant to the share purchase agreement for resale on behalf of the Purchasers.

Cantor Fitzgerald & Co. is serving as placement agent in connection with the offering.

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 Borrower or 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 Satellogic’s strategies, Satellogic’s future opportunities, and the commercial and governmental applications for Satellogic’s technology. 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.

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