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

Rhea-AI Filing Summary

Amendment No. 3 to Schedule 13D reports that Hannover Holdings S.A., Baitcon Investments Ltd., Ellipse Global Holding Ltd. and Tanhill Management Ltd. (the “Reporting Persons”) collectively beneficially own 5,194,043 Class A shares of Satellogic Inc. (SATL). The shares are held directly by Hannover and equal 5.7 % of the 90,526,937 Class A shares outstanding as of 2 May 2025. The event triggering the filing occurred on 23 Jul 2025.

This filing updates the initial 13D submitted on 2 Feb 2023 and subsequent amendments on 3 Jun 2025 and 6 Jun 2025. Each Reporting Person claims sole voting and dispositive power over the disclosed shares; no shared power is reported. Exhibit 99.1 (not included in the excerpt) details open-market transactions executed within the past 60 days. The amendment does not announce new agreements, activist intentions or changes to Satellogic’s capital structure; it solely refreshes ownership data now that the stake remains above the 5 % reporting threshold.

Insights

Securities Analyst

TL;DR: 5.7 % stake disclosed; routine ownership update, limited immediate impact.

The amendment confirms that Hannover-linked entities continue to hold just over the 5 % reporting threshold, giving them some influence but not a controlling position. Voting and dispositive power remain sole, signaling no joint control arrangement. Because the filing lacks proposals or strategic commentary, market impact should be neutral unless future filings reveal activist activity. Investors may view the consistent holding as a sign of ongoing interest, yet the size alone is insufficient to drive board changes or strategic shifts.

Corporate Governance Expert

TL;DR: Ownership disclosure meets Section 13D duties; no governance moves declared.

From a governance perspective, the Reporting Persons comply with SEC rules by updating beneficial ownership after prior amendments in June. All four entities are deemed beneficial owners through Hannover’s direct holdings, but the absence of shared voting rights suggests centralized decision-making. The filing contains no Item 4 plans or proposals, meaning no stated intent to influence management, pursue mergers or request board seats. Consequently, the amendment is informational rather than strategic and should be viewed as not impactful to Satellogic’s control structure at this time.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

07/23/2025

(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 5,194,043.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,194,043.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,194,043.00

12

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

13

Percent of class represented by amount in Row (11)

5.7 %

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 5,194,043.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,194,043.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,194,043.00

12

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

13

Percent of class represented by amount in Row (11)

5.7 %

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 5,194,043.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,194,043.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,194,043.00

12

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

13

Percent of class represented by amount in Row (11)

5.7 %

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 5,194,043.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,194,043.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,194,043.00

12

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

13

Percent of class represented by amount in Row (11)

5.7 %

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. 3 ("Amendment No. 3") 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, and Amendment No. 2 filed on June 6, 2025. This Amendment No. 3 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 5,194,043 Class A Shares of the Issuer that are directly held by Hannover. Such amount represents approximately 5.7% of the Class A Shares outstanding, based on 90,526,937 Class A Shares outstanding as of May 2, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on May 13, 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)	Not applicable.
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:	Chairman
Date:	07/25/2025

Baitcon Investments Ltd.

Signature:	/s/ Giovanni Dell Orto
Name/Title:	President
Date:	07/25/2025

Ellipse Global Holding Ltd.

Signature:	/s/ Giovanni Dell Orto
Name/Title:	President
Date:	07/25/2025

Tanhill Management Limited

Signature:	/s/ Giovanni Dell Orto
Name/Title:	Director
Date:	07/25/2025

FAQ

What percentage of Satellogic (SATL) shares do the reporting persons own?

They beneficially own 5,194,043 Class A shares, representing approximately 5.7 % of outstanding shares.

Who are the reporting persons in the July 2025 Schedule 13D/A for SATL?

Hannover Holdings S.A., Baitcon Investments Ltd., Ellipse Global Holding Ltd., and Tanhill Management Ltd. are the reporting persons.

What is the event date for this Schedule 13D amendment?

The event requiring the filing occurred on 23 July 2025.

Do the reporting persons share voting or dispositive power over the SATL shares?

No; each reports sole voting and sole dispositive power over the 5,194,043 shares.

How many Class A shares outstanding was the 5.7 % ownership calculated against?

The percentage is based on 90,526,937 Class A shares outstanding as of 2 May 2025.

Where can details of recent trades by the reporting persons be found?

Transaction details are provided in Exhibit 99.1 to the filing, covering open-market trades in the past 60 days.