| 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. 4A (this "Amendment") amends and supplements the Schedule 13D filed with 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") and Amendment No. 3 to the Original Schedule 13D filed with the SEC on November 27, 2024 ("Amendment No. 3" and, together with the Original Schedule 13D, Amendment No. 1 and Amendment No. 2, 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 & Co., a New York general partnership ("CF&Co."), Cantor Fitzgerald Securities, a New York general partnership ("CFS"), and Howard W. Lutnick. This Amendment is being filed by CFAC, CF&Co., 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 have the respective meanings set forth in the Prior Schedule 13D. |
| Item 2. | Identity and Background |
|
| (a) | 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. |
| (b) | 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. |
| (c) | 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. |
| (d) | Item 2(d) is hereby amended and restated as follows:
None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | 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. |
| (f) | Item 2(f) is hereby amended and supplemented with the following:
Brandon G. Lutnick is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 is hereby amended and supplemented with the information in Item 4 responsive hereto, which is incorporated by reference herein. |
| Item 4. | Purpose of Transaction |
| | Item 4 is hereby amended and supplemented with the following:
Completion of Howard W. Lutnick Divestiture
In accordance with the transactions detailed below, Mr. Howard W. Lutnick, the U.S. Secretary of Commerce, has completed his previously announced divestiture of his holdings in Cantor and CFGM in connection with his appointment as the U.S. Secretary of Commerce. Mr. Howard W. Lutnick no longer has any voting or dispositive power over any of the securities of the Issuer, and the Reporting Persons understand that he will file Amendment No. 4B as his final amendment to the Original Schedule 13D to reflect his zero ownership.
Acquisition of CFGM Voting Shares by Trusts Controlled by Mr. Brandon G. Lutnick
On May 16, 2025, Howard W. Lutnick, in his capacity as trustee of a trust, entered into agreements to sell to trusts controlled by Brandon G. Lutnick (the "Purchaser Trusts") all of the voting shares of CFGM, which is the managing general partner of Cantor. On October 6, 2025, the transactions under such agreements closed. The aggregate purchase price for such sales was $200,000, and was paid using cash on hand at the Purchaser Trusts.
Following the closing of the transactions described above, Brandon G. Lutnick may be deemed to have beneficial ownership of the shares of Class A Common Stock owned by CFAC, CF&Co. and CFS, and Howard W. Lutnick no longer has beneficial ownership over such securities.
********
Other than as described in this Item 4, none of the Reporting Persons has any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided, that the Reporting Persons may, at any time, review or reconsider their positions with respect to the Issuer and reserve the right to develop such plans or proposals. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 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. |
| (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, 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. |
| (c) | See Item 4 of this Amendment, which is incorporated by reference herein. |
| (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 4 and Item 5 responsive hereto, which is incorporated by reference herein. |
| Item 7. | Material to be Filed as Exhibits. |
| | 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. |
