| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.0001 par value |
| (b) | Name of Issuer:
Satellogic Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
210 Delburg Street, Davidson,
NORTH CAROLINA
, 28036. |
Item 1 Comment:
This Amendment No. 8 (this "Amendment") amends and supplements the Schedule 13D filed with
Comment: the United States Securities and Exchange Commission (the "SEC") on February 4, 2022 (the "Original Schedule 13D"), as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on May 17, 2022 ("Amendment No. 1"), Amendment No. 2 to the Original Schedule 13D filed with the SEC on November 21, 2024 ("Amendment No. 2"), Amendment No. 3 to the Original Schedule 13D filed with the SEC on November 27, 2024 ("Amendment No. 3"), Amendments No. 4A and 4B to the Original Schedule 13D filed with the SEC on October 6, 2025 ("Amendment No. 4"), Amendment No. 5A to the Original Schedule 13D filed with the SEC on March 26, 2026 ("Amendment No. 5A"), Amendment No. 6 to the Original Schedule 13D filed with the SEC on April 8, 2026 ("Amendment No. 6") and Amendment No. 7 to the Original Schedule 13D filed with the SEC on May 13, 2026 ("Amendment No. 7" and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5A, Amendment No. 6, the "Prior Schedule 13D"), by Cantor Fitzgerald, L.P., a Delaware limited partnership ("Cantor"), CF Group Management, Inc., a New York corporation ("CFGM"), CFAC Holdings V, LLC, a Delaware limited liability company ("CFAC"), , Cantor Fitzgerald Securities, a New York general partnership ("CFS"), and Mr. Brandon G. Lutnick. This Amendment 8 is being filed by CFLP, CFAC, CFS, Cantor, CFGM and Mr. Brandon G. Lutnick (collectively, the "Reporting Persons") relating to their beneficial ownership of shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Satellogic Inc. (the "Issuer"). Capitalized terms used but not defined in this Amendment No. 8 have the respective meanings set forth in the Prior Schedule 13D. On May 15, 2026, the Reporting Persons ceased to be the beneficial owner of more than five percent of the outstanding shares of Class A Common Stock. Accordingly, this Amendment No. 8 constitutes an exit filing. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See cover pages 2-6, which are incorporated by reference herein. The information set forth in Item 13 (Percent of Class Represented by Amount in Row (11)) on cover pages 2-6 for each of the Reporting Persons is based on 137,661,456 shares of Class A Common Stock outstanding as of May 4, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended March 31, 2026 filed by the Issuer with the SEC on May 12, 2026. On May 15, 2026, the Reporting Persons ceased to be the beneficial owner of more than five percent of the outstanding shares of Class A Common Stock. Accordingly, this Amendment No. 8 constitutes an exit filing.
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 137,661,456 shares of Class A Common Stock outstanding as of May 4, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 12, 2026. As of the date hereof, CFAC directly owns 6,443,736 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). |
| (b) | 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, 6,443,736 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), which represent approximately 4.7% of the issued and outstanding shares of Class A Common Stock based on 137,661,456 shares of Class A Common Stock outstanding as of May 4, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 12, 2026.
(ii) CFS directly owns, is the beneficial owner of, and has shared voting and dispositive power with respect to, 0 shares of Class A Common Stock, which represent approximately 0.0% of the issued and outstanding shares of Class A Common Stock 137,661,456 shares of Class A Common Stock outstanding as of May 4, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 12, 2026.
(iii) Cantor, as the sole member of CFAC and the indirect holder of a majority of the equity interests CFS, controls each of CFAC 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 and CFS, which represent approximately 4.7% of the issued and outstanding shares of Class A Common Stock based on 137,661,456 shares of Class A Common Stock based on outstanding as of May 4, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 12, 2026. 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.
(iv) 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 and CFS, which represent approximately 4.7% of the issued and outstanding shares of Class A Common Stock based on outstanding as of May 4, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 12, 2026. 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.
(v) 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 and CFS, which represent approximately 4.7% of the issued and outstanding shares of Class A Common Stock based on outstanding as of May 4, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q filed by the Issuer with the SEC on May 12, 2026. 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. |
| (c) | On May 13, 2026, CFAC sold 250,000 shares of Class A Common Stock in the open market at a weighted average price of $8.04.
On May 14, 2026, CFAC sold 335,958 shares of Class A Common Stock in the open market at a weighted average price of $8.46, and CFS sold 64,071 shares of Class A Common Stock in the open market at a weighted average price of $8.66
On May 15, 2026, CFS sold 750,000 shares of Class A Common Stock in the open market at a weighted average price of $9.28.
On May 18, 2026, CFAC sold 18,587 shares of Class A Common Stock in the open market at a weighted average price of $9.63. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 is hereby amended and supplemented with the information contained in Item 5 responsive hereto, which is incorporated by reference herein. |
