Satellogic Inc.
14.60%
13,914,206
1874315
G7823S101
Oct 5, 2025
Oct 6, 2025, 05:10 PM
Reporting Persons (6)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| CANTOR FITZGERALD, L. P. | Partnership | 14.60% | 13,914,206 | 0 | 13,914,206 |
| CF GROUP MANAGEMENT INC | CO | 14.60% | 13,914,206 | 0 | 13,914,206 |
| Brandon G. Lutnick | Individual | 14.60% | 13,914,206 | 0 | 13,914,206 |
| CFAC Holdings V, LLC | Other | 12.10% | 11,022,071 | 0 | 11,022,071 |
| CANTOR FITZGERALD SECURITIES | Partnership | 3.00% | 2,892,135 | 0 | 2,892,135 |
| CANTOR FITZGERALD & CO. | Partnership | 2.20% | 2,078,064 | 0 | 2,078,064 |
Disclosure Items (7)
Class A Common Stock, $0.0001 par value
Satellogic Inc.
210 Delburg Street, Davidson, NC, 28036
Item 2(a) is hereby amended and restated as follows: This statement is filed by: (i) CFAC, which is the holder of record of approximately 14.6% of the issued and outstanding shares of Class A Common Stock based on 94,985,681 shares of Class A Common Stock outstanding as of August 1, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 12, 2025; (ii) CF&Co., which is the holder of record of approximately 2.2% of the issued and outstanding shares of Class A Common Stock based on 94,985,681 shares of Class A Common Stock outstanding as of August 1, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 12, 2025; (iii) CFS, which is the holder of record of approximately 0.9% of the issued and outstanding shares of Class A Common Stock based on 94,985,681 shares of Class A Common Stock outstanding as of August 1, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 12, 2025, and may be deemed to be the beneficial owner of the shares of Class A Common Stock owned by CF&Co.; (iv) Cantor, the sole member of CFAC and the indirect holder of a majority of the equity interests of CF&Co. and CFS; (v) CFGM, the managing general partner of Cantor; and (vi) Brandon G. Lutnick, the Chairman and Chief Executive Officer of CFAC, Cantor and CFGM and the controlling trustee of the trusts owning all of the voting shares of CFGM. All disclosures herein with respect to any Reporting Person are made only by such Reporting Person.
Item 2(b) is hereby amended and supplemented with the following: The address of the principal business and principal office of Brandon G. Lutnick is 499 Park Avenue, New York, New York 10022.
Item 2(c) is hereby amended and supplemented as follows: The principal occupation of Brandon G. Lutnick is to serve as an executive of Cantor and certain of its affiliates.
Item 2(e) is hereby amended and restated as follows: Except as set forth below, during the last five (5) years, no Reporting Person or any other person for whom information is required to be disclosed pursuant to Instruction C to Schedule 13D has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. On December 12, 2024, Cantor, without admitting or denying the SEC's findings, entered into a settlement with the SEC to resolve charges that, in 2020 and 2021, CF Finance Acquisition Corp. II and CF Acquisition Corp. V, two special purpose acquisition companies (each, a "SPAC") controlled by Cantor, included false and misleading statements about each SPAC's prior interactions with target businesses in their filings with the SEC, in violation of Section 17(a)(2) and 17(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"), Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14a-3 thereunder. Cantor cooperated immediately and fully with the SEC's investigation and agreed to cease and desist from committing or causing any violations and any future violations of Section 17(a)(2) and 17(a)(3) of the Securities Act, Section 14(a) of the Exchange Act and Rule 14a-3 thereunder, and to pay a $6.75 million penalty.
Item 2(f) is hereby amended and supplemented with the following: Brandon G. Lutnick is a citizen of the United States.
Item 3 is hereby amended and supplemented with the information in Item 4 responsive hereto, which is incorporated by reference herein.
Item 5(a) is hereby amended and restated as follows: The aggregate number and percentage of shares of Class A Common Stock beneficially owned by each of the Reporting Persons is on the basis of a total of 94,985,681 shares of Class A Common Stock outstanding as of August 1, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 12, 2025. As of the date hereof, (i) CFAC directly owns 10,488,738 shares of Class A Common Stock (including up to 1,863,696 shares of Class A Common Stock that are subject to forfeiture based on vesting and earn-out targets as further described in Item 4 of the Prior Schedule 13D) and 533,333 shares of Class A Common Stock underlying an equal number of warrants to purchase shares of Class A Common Stock held by CFAC which are exercisable within 60 days, (ii) CF&Co. directly owns 2,078,064 shares of Class A Common Stock, and (iii) CFS directly owns 814,071 shares of Class A Common Stock. None of the other Reporting Persons directly own any shares of Class A Common Stock.
Item 5(b) is hereby amended and restated as follows: As of the date hereof: (i) CFAC directly owns, is the beneficial owner of, and has shared voting and dispositive power with respect to, 10,488,738 shares of Class A Common Stock (including up to 1,863,696 shares of Class A Common Stock that are subject to forfeiture based on vesting and earn-out targets as further described in Item 4 of the Prior Schedule 13D) and 533,333 shares of Class A Common Stock underlying an equal number of warrants to purchase shares of Class A Common Stock held by CFAC which are exercisable within 60 days, which represent approximately 14.6% of the issued and outstanding shares of Class A Common Stock based on 94,985,681 shares of Class A Common Stock outstanding as of August 1, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 12, 2025. (ii) CF&Co. directly owns, is the beneficial owner of, and has shared voting and dispositive power with respect to, 2,078,064 shares of Class A Common Stock, which represent approximately 2.2% of the issued and outstanding shares of Class A Common Stock based on 94,985,681 shares of Class A Common Stock outstanding as of August 1, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 12, 2025. (iii) CFS directly owns, is the beneficial owner of, and has shared voting and dispositive power with respect to, 814,071 shares of Class A Common Stock and may be deemed the beneficial owner of, and have shared voting and dispositive power with respect to, 2,0178,064 shares of Class A Common Stock directly owned by CF&Co., which represent approximately 3.0% of the issued and outstanding shares of Class A Common Stock based on 94,985,681 shares of Class A Common Stock outstanding as of August 1, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 12, 2025. CFS disclaims any ownership of the shares of Class A Common Stock directly owed by CF&Co. other than to the extent of any pecuniary interest it may have therein, directly or indirectly. (iv) Cantor, as the sole member of CFAC and the indirect holder of a majority of the equity interests of CF&Co. and CFS, controls each of CFAC, CF&Co. and CFS and may be deemed to beneficially own, and have shared voting and dispositive power with respect to, all shares of Class A Common Stock directly owned by CFAC, CF&Co. and CFS, which represent approximately 14.6% of the issued and outstanding shares of Class A Common Stock based on 94,985,681 shares of Class A Common Stock outstanding as of August 1, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 12, 2025. Cantor disclaims any ownership of such shares of Class A Common Stock other than to the extent of any pecuniary interest it may have therein, directly or indirectly. (v) CFGM, as the managing general partner of Cantor, controls Cantor and may be deemed to beneficially own, and have shared voting and dispositive power with respect to, all shares of Class A Common Stock directly owned by CFAC, CF&Co. and CFS, which represent approximately 14.6% of the issued and outstanding shares of Class A Common Stock based on 94,985,681 shares of Class A Common Stock outstanding as of August 1, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 12, 2025. CFGM disclaims any ownership of such shares of Class A Common Stock other than to the extent of any pecuniary interest it may have therein, directly or indirectly. (vi) Brandon G. Lutnick, the Chairman and Chief Executive Officer of CFAC, Cantor and CFGM and the controlling trustee of the trusts owning all of the voting shares of CFGM, may be deemed to beneficially own, and have shared voting and dispositive power with respect to, all shares of Class A Common Stock directly owned by CFAC, CF&Co. and CFS, which represent approximately 14.6% of the issued and outstanding shares of Class A Common Stock based on 94,985,681 shares of Class A Common Stock outstanding as of August 1, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 12, 2025. Brandon G. Lutnick disclaims any ownership of such shares of Class A Common Stock other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
See Item 4 of this Amendment, which is incorporated by reference herein.
Not applicable.
Not applicable.
Item 6 is hereby amended and supplemented with the information contained in Item 4 and Item 5 responsive hereto, which is incorporated by reference herein.
Item 7 is hereby amended and supplemented by adding the following: Exhibit 8: Joint Filing Agreement, dated as of October 6, 2025, by and among the Reporting Persons Exhibit 9: Purchase Agreement, dated as of May 16, 2025, by and between Howard W. Lutnick, as Trustee of the Howard W. Lutnick Revocable Trust, and Kyle S. Lutnick, Brandon G. Lutnick, Casey J. Lutnick, and Ryan G. Lutnick, as Investment Trustees of the trust known as the BGL Management Trust. Exhibit 10: Purchase Agreement, dated as of May 16, 2025, by and between Howard W. Lutnick, as Trustee of the Howard W. Lutnick Revocable Trust, and Kyle S. Lutnick, Brandon G. Lutnick, Casey J. Lutnick, and Ryan G. Lutnick, as Investment Trustees of the trust known as the KSL Management Trust. Exhibit 11: Purchase Agreement, dated as of May 16, 2025, by and between Howard W. Lutnick, as Trustee of the Howard W. Lutnick Revocable Trust, and Kyle S. Lutnick, Brandon G. Lutnick, Casey J. Lutnick, and Ryan G. Lutnick, as Investment Trustees of the trust known as the RGL Management Trust. Exhibit 12: Purchase Agreement, dated as of May 16, 2025, by and between Howard W. Lutnick, as Trustee of the Howard W. Lutnick Revocable Trust, and Kyle S. Lutnick, Brandon G. Lutnick, Casey J. Lutnick, and Ryan G. Lutnick, as Investment Trustees of the trust known as the CJL Management Trust.