[SCHEDULE 13D/A] Satellogic Inc. SEC Filing

Rhea-AI Filing Summary

Amendment No. 4 to a Schedule 13D by Hannover Holdings S.A., Baitcon Investments Ltd., Ellipse Global Holding Ltd. and Tanhill Management Limited reports they beneficially own 4,193,904 Class A shares of Satellogic Inc., representing approximately 4.4% of Class A outstanding based on 94,985,681 shares as of August 1, 2025. The amendment incorporates prior Schedule 13D filings and discloses that recent transactions during the past 60 days were executed in the open market and are detailed in Exhibit 99.1. The Reporting Persons state they ceased to be beneficial owners of more than 5% of Class A shares on August 6, 2025. No new agreements or voting arrangements are announced in this amendment.

Positive

• Clear disclosure of current beneficial ownership: 4,193,904 Class A shares (~4.4%)
• Recent transactions documented: trades during the past 60 days disclosed as open-market transactions in Exhibit 99.1

Negative

• Stake declined below the 5% reporting threshold: Reporting Persons ceased to be beneficial owners of more than 5% on August 6, 2025

Insights

Financial Analyst

TL;DR Reporting group now holds 4.4% of SATL Class A; recent trades were open-market and the group fell below the 5% threshold.

The filing quantifies the Reporting Persons' combined stake at 4,193,904 Class A shares, equal to ~4.4% of the 94,985,681 Class A shares reported outstanding. The amendment updates prior Schedule 13D disclosures and points investors to Exhibit 99.1 for a record of open-market transactions in the past 60 days. Crossing below the 5% ownership level is the primary change disclosed; absent other agreements or voting arrangements, this amendment appears to be an ownership update rather than a strategic or governance development.

Corporate Governance Expert

TL;DR Ownership update only: holders report 4.4% stake and that they no longer exceed a 5% beneficial ownership threshold.

The Schedule 13D/A clarifies that Hannover and affiliated entities beneficially hold 4,193,904 Class A shares and that they ceased to be beneficial owners of more than 5% on August 6, 2025. The document references earlier filings and provides transaction detail in Exhibit 99.1. From a governance perspective, the filing contains no new agreements, voting arrangements, or board composition statements, so it does not signal an active change in control intentions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Satellogic Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

G7823S101

(CUSIP Number)

Hannover Holdings S.A.
28, Boulevard d Avranches, L-1160,
N4, N4, 0000
352 20 60 11 84

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/12/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G7823S101

1

Name of reporting person

Hannover Holdings S.A.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,193,904.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,193,904.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,193,904.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. G7823S101

1

Name of reporting person

Baitcon Investments Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,193,904.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,193,904.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,193,904.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. G7823S101

1

Name of reporting person

Ellipse Global Holding Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BAHAMAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,193,904.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,193,904.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,193,904.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. G7823S101

1

Name of reporting person

Tanhill Management Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

BAHAMAS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,193,904.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,193,904.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,193,904.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Satellogic Inc.
(c)	Address of Issuer's Principal Executive Offices: 210 Delburg Street, Davidson, NORTH CAROLINA , 28036.
Item 1 Comment: The following constitutes Amendment No. 4 ("Amendment No. 4") to the Schedule 13D filed with the Securities and Exchange Commission ("SEC") by Hannover Holdings S.A. ("Hannover"), Baitcon Investments Ltd. ("Baitcon"), Ellipse Global Holding Ltd. ("Ellipse"), and Tanhill Management Limited ("Tanhill", and together with Hannover, Baitcon and Ellipse, the "Reporting Persons") on February 2, 2023, as amended by Amendment No. 1 filed on June 3, 2025, Amendment No. 2 filed on June 6, 2025, and Amendment No. 3 filed on July 25, 2025. This Amendment No. 4 amends and supplements the Schedule 13D as specifically set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 5.	Interest in Securities of the Issuer
(a)	Each of the Reporting Persons may be deemed to beneficially own 4,193,904 Class A Shares of the Issuer that are directly held by Hannover. Such amount represents approximately 4.4% of the Class A Shares outstanding, based on 94,985,681 Class A Shares outstanding as of August 1, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on August 12, 2025.
(b)	Items 7 through 10 of each of the cover pages of this Schedule 13D are incorporated herein by reference.
(c)	Other than as disclosed in this Schedule 13D, as amended, the transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit 99.1 and such information is incorporated herein by reference. All such transactions were carried out in open market transactions.
(d)	Not applicable.
(e)	On August 6, 2025, the Reporting Persons ceased to be beneficial owners of more than five percent of the Class A Shares.
Item 7.	Material to be Filed as Exhibits.
	99.1 Transactions Effected by the Reporting Persons During the Past 60 Days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Hannover Holdings S.A.

Signature:	/s/ Giovanni Dell Orto
Name/Title:	Giovanni Dell Orto/Chairman
Date:	08/13/2025

Baitcon Investments Ltd.

Signature:	/s/ Giovanni Dell Orto
Name/Title:	Giovanni Dell Orto/President
Date:	08/13/2025

Ellipse Global Holding Ltd.

Signature:	/s/ Giovanni Dell Orto
Name/Title:	Giovanni Dell Orto/President
Date:	08/13/2025

Tanhill Management Limited

Signature:	/s/ Giovanni Dell Orto
Name/Title:	Giovanni Dell Orto/Director
Date:	08/13/2025

FAQ

How many Satellogic (SATL) Class A shares do the Reporting Persons beneficially own?

4,193,904 Class A shares, representing approximately 4.4% of Class A shares outstanding based on 94,985,681 shares as of August 1, 2025.

When did the Reporting Persons cease to be beneficial owners of more than 5% of SATL Class A shares?

They ceased to be beneficial owners of more than 5% on August 6, 2025, as stated in Item 5(e) of the amendment.

What does Exhibit 99.1 disclose in the SATL Schedule 13D/A?

Exhibit 99.1 lists transactions effected by the Reporting Persons during the past 60 days, which the amendment states were executed in the open market.

Which entities filed this Schedule 13D/A for SATL?

Hannover Holdings S.A., Baitcon Investments Ltd., Ellipse Global Holding Ltd., and Tanhill Management Limited are the Reporting Persons identified in the filing.

Does this amendment announce any new agreements or changes to voting arrangements for SATL?

No. The amendment updates ownership and transaction disclosures and does not announce new agreements or voting arrangement changes.