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United States securities and exchange commission logo
November 9, 2021
Rick Dunn
Chief Financial Officer
Satellogic Inc.
Ruta 8 Km 17,500, Edificio 300
Oficina 324 Zonam rica
Montevideo, 91600, Uruguay
Re: Satellogic Inc.
Amendment No. 3 to
Registration Statement on Form F-4
Filed November 5,
2021
File No. 333-258764
Dear Mr. Dunn:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form F-4
Director Nominations, page 235
1. We note your disclosure
that Hannover will have the right to nominate a person of its
choice to serve on the
PubCo Board as of the date of the consummation of the Business
Combination as
director. Please tell us whether such right is set forth in an agreement. If
so, please revise your
disclosure and file the agreement as an exhibit to the registration
statement.
Consent of WithumSmith+Brown, PC., page II-2
2. We note a
currently-dated consent of WithumSmith+Brown, PC, has not been provided
with your latest
amendment. Please file an amendment with currently-dated consents
Rick Dunn
Satellogic Inc.
November 9, 2021
Page 2
from all of your auditors. Refer to Item 601(b)(23) of Regulation S-K
for guidance.
Signatures, page II-5
3. Please revise to include the appropriate signatures. See Instructions
1 and 2 for signatures
on Form F-4.
You may contact Andi Carpenter at 202-551-3645 or Kevin Stertzel at
202-551-3723 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Asia Timmons-Pierce at 202-551-3754 or Jay Ingram at 202-551-3397 with
any other
questions.
FirstName LastNameRick Dunn Sincerely,
Comapany NameSatellogic Inc.
Division of
Corporation Finance
November 9, 2021 Page 2 Office of
Manufacturing
FirstName LastName