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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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Satellogic Inc. (Name of Issuer) |
Class A Common Stock, $0.0001 par value (Title of Class of Securities) |
(CUSIP Number) |
Brandon Lutnick 110 East 59th Street, New York, NY, 10022 212-938-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/06/2026 (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
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| CUSIP No. |
| 1 |
Name of reporting person
Cantor Fitzgerald, L.P. | ||||||||
| 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)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,302,809.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
CF Group Management, Inc. | ||||||||
| 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)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,302,809.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
CFAC Holdings V, LLC | ||||||||
| 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)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,488,738.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Cantor Fitzgerald Securities | ||||||||
| 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)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
814,071.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Brandon G. Lutnick | ||||||||
| 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)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,302,809.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| 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. 6 (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"), 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"), and Amendment No. 5A to the Original Schedule 13D filed with the SEC on March 26, 2026 ("Amendment No. 5A" and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, and Amendment No. 4, 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 6 is being filed by 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 5A have the respective meanings set forth in the Prior Schedule 13D. | ||
| 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 132,475,998 shares of Class A Common Stock outstanding as of March 13, 2026, as reported by the Issuer in its Annual Report on Form 10-K filed by the Issuer with the SEC on March 19, 2026.
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 132,475,998 shares of Class A Common Stock outstanding as of March 13, 2026, as reported by the Issuer in its Annual Report on Form 10-K filed by the Issuer with the SEC on March 19, 2026. As of the date hereof, (i) CFAC directly owns 8,488,738 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 (ii) 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, 8,488,738 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), which represent approximately 6.4% of the issued and outstanding shares of Class A Common Stock based on 132,475,998 shares of Class A Common Stock outstanding as of March 13, 2026, as reported by the Issuer in its Annual Report on Form 10-K filed by the Issuer with the SEC on March 19, 2026.
(ii) 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, which represent approximately 0.6% of the issued and outstanding shares of Class A Common Stock 132,475,998 shares of Class A Common Stock outstanding as of March 13, 2026, as reported by the Issuer in its Annual Report on Form 10-K filed by the Issuer with the SEC on March 19, 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 7.0% of the issued and outstanding shares of Class A Common Stock based on 132,475,998 shares of Class A Common Stock based on outstanding as of March 13, 2026, as reported by the Issuer in its Annual Report on Form 10-K filed by the Issuer with the SEC on March 19, 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 7.0% of the issued and outstanding shares of Class A Common Stock based on outstanding as of March 13, 2026, as reported by the Issuer in its Annual Report on Form 10-K filed by the Issuer with the SEC on March 19, 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 7.0% of the issued and outstanding shares of Class A Common Stock based on outstanding as of March 13, 2026, as reported by the Issuer in its Annual Report on Form 10-K filed by the Issuer with the SEC on March 19, 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 April 1, 2026, CFAC sold 733,445 shares of Class A Common Stock in the open market at a weighted average price of $6.0102.
On April 2, 2026, CFAC sold 622,555 shares of Class A Common Stock in the open market at a weighted average price of $6.4584.
On April 6, 2026, CFAC sold 500,000 shares of Class A Common Stock in the open market at a weighted average price of $7.0432. | |
| (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. | ||
| 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.
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