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Satellogic Inc. (SATL)

CIK: 0001874315. SIC: 3663 Radio & Tv Broadcasting & Communications Equipment. Latest 10-K as of: 2026-03-19.

SIC breadcrumb: Manufacturing > Electronic And Other Electrical Equipment And Components, Except Computer Equipment > SIC 3663 Radio & Tv Broadcasting & Communications Equipment

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1874315. Latest filing source: 0001874315-26-000013.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue17,707,000USD20252026-03-19
Net income-4,783,000USD20252026-03-19
Assets151,303,000USD20252026-03-19

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-19. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001874315.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric2022202320242025
Revenue10,074,00012,870,00017,707,000
Net income-116,272,000-4,783,000
Operating income-69,403,000-52,206,000-31,019,000
Diluted EPS-0.68-1.28-0.18
Operating cash flow-49,571,000-35,890,000-26,886,000
Capital expenditures14,885,0005,038,0007,376,000
Assets76,382,00061,691,000151,303,000
Liabilities24,707,000114,723,00090,777,000
Stockholders' equity106,198,00051,675,000-53,032,00060,526,000
Cash and cash equivalents23,476,00022,493,00094,430,000
Free cash flow-64,456,000-40,928,000-34,262,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric2022202320242025
Net margin-27.01%
Return on equity-7.90%
Return on assets-188.47%-3.16%
Liabilities / equity0.481.50
Current ratio1.240.805.12

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-12. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001874315.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2025-Q12025-03-313,387,000-32,581,000-0.34reported discrete quarter
2025-Q22025-06-304,440,000-6,652,000-0.06reported discrete quarter
2025-Q32025-09-303,633,0003,967,000-0.02reported discrete quarter
2025-Q42025-12-316,247,00030,483,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-316,107,000-118,302,000-0.84reported discrete quarter

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001874315-26-000016.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-05-12. Report date: 2026-03-31.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and notes to those statements included in this Report. This discussion contains forward-looking statements that involve risks and uncertainties. In addition to historical information, the following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Please see “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this Report.

Company Overview

Satellogic’s mission is to democratize access to geospatial data through its information platform of high-resolution images to help solve the world’s most pressing problems including climate change, energy supply, and food security. Using its patented Earth imaging technology, Satellogic seeks to unlock the power of EO to deliver high-quality, planetary insights at unparalleled value. With more than a decade of experience in space and over 150 years of flight heritage, Satellogic has proven technology and a strong track record of delivering satellites to orbit and high-resolution data to customers at the right price point. We believe our unmatched capacity and scale, our cost leadership and technical superiority, and our non-ITAR (International Traffic in Arms Regulations) design provides us with key competitive advantages.

Founded in 2010 by Emiliano Kargieman and Gerardo Richarte, Satellogic is a vertically integrated Earth observation company that designs, manufactures, and operates satellite systems, delivering decision-grade insights at scale to government and commercial customers. Through an end-to-end production and operations model, Satellogic provides governments with flexible options across their journey toward sovereign Earth observation. From access to high-frequency imagery and managed space systems to full satellite ownership, to supporting autonomous data availability and long-term technological independence.

This integrated approach enables Satellogic to deploy satellites on predictable timelines and operate with capacity to support persistent coverage across large portfolios of sites. Satellogic enables continuous monitoring and alert-driven workflows that help defense and intelligence (“D&I”) agencies, civil governments, and commercial operators move from reactive tasking to proactive decision-making, providing mission-critical data when it is needed.

Unmatched Capacity and Scale

Today’s EO data market is supply-constrained with customers demanding more data at lower costs. With 18 satellites in orbit including 16 operational satellites, one satellite in commissioning and one for testing as of March 31, 2026, we have one of the largest high-resolution constellations commercially available with the ability to significantly leverage existing, in-orbit capabilities as capacity and cost champions.

Radical Cost Leadership and Technical Superiority

We produce and launch our satellites for a fraction of the cost of our competitors, which is achieved through our vertical integration, in-house manufacturing and an AI-First design philosophy optimized for low mass and rapid production. We design the core components that go into developing and manufacturing our satellites to be mission specific. We manufacture many of our components, but we also partner with third parties to manufacture certain other components to our design specifications. We assemble, integrate and test the components and satellites in our facilities located in a free-trade zone in Montevideo, Uruguay. Additionally, our patent-protected camera design allows us to capture approximately 10x more imagery than our competitors. Our superior capture capacity, coupled with our radical cost leadership, results in industry-leading unit economics. When taken together with the resolution and frequency we are able to deliver, we believe Satellogic is uniquely positioned to drive a meaningful expansion of today’s EO market with persistent monitoring and actionable data.

Non-ITAR Design

We are a U.S.-incorporated company operating without the heavy burden of export controls based on our non-ITAR design and our principal manufacturing location in Montevideo, Uruguay. This allows us to provide unique, disruptively-priced sovereign and defense solutions rapidly with technology and knowledge transfer resulting in local manufacturing capabilities and in-orbit flight heritage.

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Our Strategy

Our strategy is focused along two distinct business lines: Data & Analytics (including tasking and archived data, Aleph Observer and Constellation as a Service “CaaS”), and Space Systems. These two business lines will allow us to serve the existing EO market and begin to democratize access to a host of new EO customers.

We expect that the Data & Analytics business will continue to represent our most predictable revenue stream, and we anticipate that it will be a primary driver of the business going forward alongside Space Systems.

Our newest product, Aleph Observer, represents a shift in how Earth observation is procured and used. Rather than relying on episodic tasking and best-effort imagery delivery, it enables ongoing monitoring of hundreds of sites daily in a customer’s area of interest, with predictable delivery over time. This allows teams to detect and assess change without repeated tasking, helping reduce operational friction and increase confidence in what was observed and what was not. Aleph Observer will also be a foundational platform within our Data & Analytics business as Merlin, our AI-First constellation, comes online unlocking the ability to go from monitoring hundreds of sites to an unlimited number, potentially millions of sites daily in very high-resolution, constituting a true AI-powered platform for persistent geospatial intelligence at a global scale. By featuring built-in analytics, the Aleph Observer platform allows users to quickly evaluate large volumes of catalogued imagery, triage and summarize changes over time, prioritize analysts’ workflows and create a historical record and an essential training ground for AI models to power the next generation of geospatial intelligence. We believe this evolution will enable government and defense customers to shift from reactive monitoring to proactive intelligence in identifying emerging threats, while simultaneously providing commercial enterprises with a scalable, cost-effective foundational data layer that replaces traditional, comparatively expensive alternative data sources.

Merlin, our AI-First constellation, is expected to launch its first satellite in the fourth quarter of 2026, and be fully operational in the first half of 2027. With Merlin, which is fully funded by existing customer contracts, we expect to leverage AI-powered, on-orbit analytics to deliver near real-time alerts and, through inter-satellite links, task the rest of our constellation to deliver a completely integrated, very high-resolution global broad area monitoring to enterprise and national security customers. In particular, we expect government and D&I customers of our Aleph Observer site monitoring product to be able to extend their monitoring capacity from hundreds of sites per day to an unlimited number of sites, completing the shift from reactive monitoring to proactive intelligence, enabling the identification of emerging threats and anticipating future events, while enterprise customers will be provided foundational data intelligence for their specific use cases where alternative sources of data are currently being used that are difficult to scale and comparatively expensive.

As the capacity and cost champions for high-resolution imagery, we offer our customers flexible monitoring and multiple captures per day at low latency. Supported by patented intellectual property and vertical integration, we believe our integrated data & analytics service represents a disruptive solution driven by radical unit economics that creates a considerable competitive moat. With the capabilities and capacity we have in orbit today, we can support a growing number of customers around the world.

Our Space Systems business offers unique solutions to sovereign customers or local partners with their own EO capabilities and in-orbit flight heritage at a disruptive price by leveraging our vertical integration and non-ITAR design. With rapid technology and knowledge transfer, as quickly as three to five months, our customers own, assemble and integrate their own satellites with operational support provided by us in their local AIT (Assembly Integration and Test) facility. We anticipate our Data & Analytics line of business will augment the capabilities of many of the Space Systems customers.

Recent Developments

Sale of In-Orbit Satellites

On April 30, 2026, the Company announced an agreement valued at $12 million with a sovereign defense customer to deliver a commissioned, in-orbit NewSat satellite from its operational Aleph-1 constellation. The agreement encompasses the sale and full transfer of ownership and operations of the satellite to the customer, along with comprehensive support to develop independent capabilities to command the satellite and to process and use its data for military and civilian applications.

On January 27, 2026, the Company completed the sale of NewSat-34, a legacy Mark IV-g satellite already in orbit, to High Earth Orbit Robotics Pty Ltd. (“HEO”). This transaction represents the first time the Company has sold a legacy, in-orbit satellite through its Sovereignty Government Program.

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Appointment of Strategic Advisor

On March 25, 2026 the Company announced that Vice Admiral (VADM) Frank D. Whitworth III, USN (Ret.) has joined the company as a Strategic Advisor.

VADM Whitworth brings decades of leadership across the U.S. defense and intelligence communities. Most recently, he served as the eighth Director of the National Geospatial-Intelligence Agency (NGA) from June 2022 until his retirement in late 2025, where he led the delivery of geospatial intelligence to support national security operations worldwide. Notably, he oversaw the maturation of NGA Maven, the Department of Defense’s primary initiative for operationalizing AI and machine learning, transitioning the program from an experimental framework into a critical operational capability that significantly increased the speed and scale of intelligence analysis.

In his role as Strategic Advisor, VADM Whitworth will advise Satellogic on strategic engagement with global customers, the development of the Company’s product and technology roadmap, and the integration of high-frequency Earth Observation into modern intelligence architectures.

ATM Financing Facility

On January 26, 2026, the Company decreased the amount of Class A common stock available under its then current at-the-market program to $0.00 (the “Prior ATM Program”). On March 30, 2026, the Company entered into a new Sales Agreement by and among CF&Co., Craig-Hallum Capital Group LLC, Northland Securities, Inc. and Roth Capital Partners, LLC, as sales agents (the “Sales Agreement”), under which the Company may offer and sell shares of its Class A common stock having an aggregate offering price of up to $50.0 million from time to time (the “Current ATM Program” and, together with the Prior ATM Program, the “ATM Program”).

Registered Direct Offering

On January 26, 2026, the Company entered into a share purchase agreement with certain institutional purchasers, pursuant to which the Company agreed to issue and sell in a registered direct offering (the “Registered Direct Offering”) 7,399,578 shares of the Company’s Class A common stock, par value $0.0001 per share, at an offering price of $4.73 per share.

The gross proceeds to the Company fro

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2026-03-19. Report date: 2025-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and notes to those statements included in this Report. This discussion contains forward-looking statements that involve risks and uncertainties. In addition to historical information, the following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Please see “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this Report.

Company Overview

Founded in 2010 by Emiliano Kargieman and Gerardo Richarte, Satellogic is the first vertically integrated geospatial company, driving real outcomes with planetary-scale insights. Satellogic has built a scalable, fully automated EO platform with the ability, when scaled, to remap the entire planet with an optimal balance of frequency and resolution at unprecedented unit economics, providing accessible and affordable solutions for our customers.

Satellogic’s mission is to democratize access to geospatial data through its information platform of high-resolution images to help solve the world’s most pressing problems including climate change, energy supply, and food security. Using its patented Earth imaging technology, Satellogic seeks to unlock the power of EO to deliver high-quality, planetary insights at unparalleled value. With more than a decade of experience in space and over 150 years of flight heritage, Satellogic has proven technology and a strong track record of delivering satellites to orbit and high-resolution data to customers at the right price point.

We believe our unmatched capacity and ability to scale, our cost leadership and technical superiority, and our non-ITAR (International Traffic in Arms Regulations) design provides us with key competitive advantages.

Unmatched Capacity and Ability to Scale

Today’s EO data market is supply-constrained with customers demanding more data at lower costs. With 17 operational satellites and two satellites in commissioning as of December 31, 2025, we have one of the largest high-

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resolution constellations commercially available with the ability to significantly leverage existing, in-orbit capabilities as capacity and cost champions.

Radical Cost Leadership and Technical Superiority

We produce and launch our satellites for a fraction of the cost of our competitors, which is achieved through our vertical integration, in-house manufacturing and an AI-First design philosophy optimized for low mass and rapid production. We design the core components that go into developing and manufacturing our satellites to be mission specific. We manufacture many of our components, but we also partner with third parties to manufacture certain other components to our design specifications. We assemble, integrate and test the components and satellites in our facilities located in a free-trade zone in Montevideo, Uruguay. Additionally, our patent-protected camera design allows us to capture approximately 10x more imagery than our competitors. Our superior capture capacity, coupled with our radical cost leadership, results in industry-leading unit economics. When taken together with the resolution and frequency we are able to deliver, we believe Satellogic is uniquely positioned to drive a meaningful expansion of today’s EO market with persistent monitoring and actionable data.

Non-ITAR Design

We are a U.S.-incorporated company operating without the heavy burden of export controls based on our non-ITAR design and our principal manufacturing location in Montevideo, Uruguay. This allows us to provide unique, disruptively priced sovereign and defense solutions rapidly with technology and knowledge transfer resulting in local manufacturing capabilities and in-orbit flight heritage.

Our Strategy

Our strategy is focused along two distinct business lines: Data & Analytics, including Constellation as a Service (“CaaS”), and Space Systems. These two business lines will allow us to serve the existing EO market and begin to democratize access to a host of new EO customers.

We expect the Data & Analytics business, including our CaaS business, will continue to represent the most predictable revenue stream, and we anticipate that it will be among the primary drivers of the business going forward. As the capacity and cost champions for high-resolution imagery, we offer our customers flexible monitoring and multiple captures per day at low latency. With the capabilities and capacity we have in orbit today, we can support a growing number of customers around the world.

Our Space Systems business offers unique solutions to sovereign customers or local partners with their own EO capabilities and in-orbit flight heritage at a disruptive price by leveraging our vertical integration and non-ITAR design. With rapid technology and knowledge transfer, our customers own, assemble and integrate their own satellites with operational support provided by us in their local AIT (Assembly, Integration and Test) facility. We anticipate our Data & Analytics line of business will augment the capabilities of many of the Space Systems customers.

Key Factors Affecting Operating Results

We believe our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges. Although our industry is highly competitive, we believe that we have competitive advantages that revolve around unit economics, design and technology, a vertically integrated structure, and an efficient build-to-launch cycle. Our success in marketing these advantages to win new customers and convert our pipeline of potential contracts into revenue will largely determine the extent of our financial success.

More specifically, we believe some of our key opportunities include the continued adoption of our high-resolution EO images, primarily with D&I customers within the U.S. government and allied countries. Additionally, the increase in market adoption of next generation high resolution space system (satellite) sales can also positively impact the future performance of our business. However, long and complex sales cycles, which typically accompany government and satellite program sales transactions, can impact our performance. Furthermore, as we are dependent on a small number of customers for a large portion of our revenue, the loss of one or more of our major customers could have a material adverse effect on our business, financial condition, and results of operations.

We are currently an early-stage company, and while our revenues have increased each year, we have historically generated insufficient revenues to sustain the business from both legacy and new business lines and have relied on outside

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financing, both debt and equity to supplement the cash flows generated from our operations. To grow our business, we have to continue to improve our technology and regularly launch new and improved satellites, which require capital. Sustained and repeat business, along with securing new debt and equity capital, are critical for our ongoing success. See “Risk Factors – Risks Related to our Business and Industry.”

In addition, we believe the Domestication with greater visibility to investors and customers, particularly as we pursue U.S. government D&I-related contracts, and our success in leveraging this structure change will also be a key factor in our future operating results. However, there can be no assurance that the Domestication will allow us to successfully obtain such contracts or resolve other risks related to competing for government contracts. See “Item 1A. Risk Factors – Risks Related to the Change in Our Place of Incorporation.”

Key Components of Results of Operations

The following briefly describes the components of revenue and expenses as presented in our Consolidated Statements of Operations and Comprehensive Loss.

We are an early-stage revenue company with limited commercial operations, and our activities to date have been conducted in South America, Asia, Europe and North America. Currently, we conduct business through one operating segment. The Consolidated Financial Statements as of December 31, 2025 and 2024, and for the years then ended (the “Consolidated Financial Statements”) have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC.

The Consolidated Financial Statements include our accounts and those of our wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Consolidated Financial Statements are presented in United States thousands of dollars (hereinafter “U.S. dollars” or “$”), unless stated otherwise.

Revenue

Revenue is currently derived from our Data & Analytics and Space Systems business lines. We sell our imagery to Data & Analytics customers as a single task and recognize revenue at a point-in-time, while we enter into arrangements with CaaS customers that provide a stand-ready commitment and recognize revenue over time. For our Space Systems business lines, we sell our satellites and related products directly to customers and typically recognize revenue at a point in time.

Cost of sales

Cost of sales includes direct costs related to ground stations, cloud and infrastructure costs and digital image processing.

Selling, general and administrative expenses

Selling, general and administrative expenses consist of the costs related to salaries, wages and other benefits, professional fees and stock-based compensation expense related to our back-office functions. Also included in general and administrative expenses are expense for estimated credit losses on accounts receivable and other administrative expenses.

Engineering

Engineering includes research and development expenses, and consists of the costs related to salaries, wages and other benefits, professional fees, stock-based compensation expense and other engineering-related expenses.

Depreciation expense

Depreciation expense includes depreciation of satellites and other property and equipment.

Interest income (expense), net

Interest income (expense), net is primarily comprised of interest earned on our Cash and Cash Equivalents, partially offset by interest expense. Interest expense on the Secured Convertible Notes recognized at fair value is included in Change in fair value of financial instruments.

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Change in fair value of financial instruments

Our Secured Convertible Notes, warrant liabilities, and earnout liabilities are subject to remeasurement to fair value at each balance sheet date. Changes in the fair value of these liabilities are recorded to Change in fair value of financial instruments in the Consolidated Statements of Operations and Comprehensive Loss. Since our Secured Convertible Notes are valued utilizing the fair value option, interest expense on the Secured Convertible Notes is also included.

Loss on extinguishment of debt

Loss on extinguishment of debt consists of the net of gains and losses from the extinguishment of debt instruments.

Other income (expense), net

Other income (expense), net consists mainly of differences related to foreign exchange gains and losses as well as gains and losses on disposal of property and equipment.

Income tax (expense) benefit

As a corporation domiciled in Delaware, we are subject to taxation in the U.S. We may also be subject to withholding taxes paid at source on interest, dividends received and paid in the various jurisdictions in which we operate, other fixed, annual, determinable or periodic income, and/or income earned in other jurisdictions where we have operations. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities where we operate. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where we operate and generate taxable income. Deferred income tax is provided using the liability method on temporary differences between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Results of Operations

Comparison of Results for the years ended December 31, 2025 and 2024

The following table summarizes our results of operations for the years ended December 31, 2025 and 2024.

(in thousands of US dollars)

Year Ended December 31,

2025 vs 2024

2025

2024

$ Change

% Change

Revenue

$

17,707 

$

12,870 

$

4,837 

38 

%

Costs and expenses

Cost of sales, exclusive of depreciation shown separately below

4,876 

5,024 

(148)

(3)

%

Engineering

10,375 

14,405 

(4,030)

(28)

%

Selling, general and administrative expenses

25,735 

32,992 

(7,257)

(22)

%

Depreciation expense

7,740 

12,655 

(4,915)

(39)

%

Total costs and expenses

48,726 

65,076 

(16,350)

(25)

%

Operating loss

(31,019)

(52,206)

21,187 

(41)

%

Other income (expense), net

Interest income, net

1,579 

970 

609 

63 

%

Change in fair value of financial instruments

25,871 

(60,071)

85,942 

(143)

%

Other income (expense), net

(541)

(2,107)

1,566 

(74)

%

Total other income (expense), net

26,909 

(61,208)

88,117 

(144)

%

Loss before income tax

$

(4,110)

$

(113,414)

$

109,304 

(96)

%

Income tax expense

(673)

(2,858)

2,185 

(76)

%

Net loss

$

(4,783)

$

(116,272)

$

111,489 

(96)

%

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Revenue

During the year ended December 31, 2025, revenue increased $4.8 million, or 38% to $17.7 million from $12.9 million for the year ended December 31, 2024, driven by a $4.9 million increase in imagery ordered by new and existing Data & Analytics customers. Revenue for the year ended December 31, 2025 included $16.0 million attributable to our Data & Analytics line of business and $1.7 million attributable to our Space Systems line of business compared to $11.1 million and $1.8 million respectively, in the prior year.

Cost of sales

Cost of sales, exclusive of depreciation, decreased $148 thousand, or 3%, to $4.9 million for the year ended December 31, 2025 from $5.0 million for the year ended December 31, 2024. The decrease was primarily due to lower cloud service costs and Space Systems costs partially offset by antenna rental and ground station costs.

Engineering expenses

Year Ended December 31,

2025 vs 2024

(in thousands of U.S. dollars)

2025

2024

Change

% Change

Engineering

Salaries, wages, and other benefits

$

7,008 

$

10,259 

$

(3,251)

(32)

%

Stock-based compensation

548 

320 

228 

71 

%

Professional fees

379 

992 

(613)

(62)

%

Software expenses

690 

681 

9 

1 

%

Other

1,750 

2,153 

(403)

(19)

%

Total

$

10,375 

$

14,405 

$

(4,030)

(28)

%

Engineering expenses decreased $4.0 million, or 28%, to $10.4 million for the year ended December 31, 2025 from $14.4 million for the year ended December 31, 2024. The decrease was driven primarily by a decrease in salaries, wages, and other benefits as a result of the Company’s workforce reductions in 2024 and other expense reductions resulting from continued cash control measures during 2024, in addition to a reduction in costs resulting from the termination of our high-throughput plant lease in the Netherlands in 2024.

Selling, general and administrative expenses

Year Ended December 31,

2025 vs 2024

(in thousands of U.S. dollars)

2025

2024

$ Change

% Change

Selling, general and administrative

Issuance costs and fees related to Secured Convertible Notes

$

— 

$

2,444 

$

(2,444)

(100)

%

Professional fees

4,527 

9,057 

(4,530)

(50)

%

Stock-based compensation

3,712 

2,015 

1,697 

84 

%

Salaries, wages, and other benefits

9,033 

11,010 

(1,977)

(18)

%

Expense for estimated credit losses on accounts receivable, net of recoveries collected

(38)

22 

(60)

(273)

%

Insurance

1,114 

1,923 

(809)

(42)

%

Software expenses

5,119 

5,259 

(140)

(3)

%

Other administrative expenses

2,268 

1,262 

1,006 

80 

%

Total

$

25,735 

$

32,992 

$

(7,257)

(22)

%

Selling, general and administrative expenses decreased $7.3 million, or 22%, to $25.7 million during the year ended December 31, 2025, from $33.0 million for the year ended December 31, 2024. The decrease was driven primarily by a $4.5 million decrease in professional fees consisting mainly of the accrued advisory fee pursuant to the Liberty Subscription Agreement that was fully accrued in 2024 (see Note 4 (Reverse Recapitalization) to the Consolidated Financial Statements), and $2.4 million of issuance costs and fees related to the Secured Convertible Notes in 2024, partially offset by professional fees related to the Domestication in 2025. The decrease was also partially driven by a $2.0 million decrease in salaries, wages, and other benefits as a result of the Company’s workforce reductions in 2024 and other

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expense reductions resulting from cash control measures during 2024. These increases were partially offset by an increase in stock-based compensation resulting from a restricted stock unit grant issued during the current year.

Depreciation expense

Depreciation expense decreased $4.9 million, or 39%, to $7.7 million for the year ended December 31, 2025, as compared to $12.7 million for the year ended December 31, 2024. The decrease was due primarily to the decommissioning of 8 satellites upon reaching the end of their useful life since the fourth quarter of 2024 compared to the launch of 3 satellites into our constellation in 2025.

Interest income, net

Interest income, net increased by $0.6 million, or 63%, to $1.6 million for the year ended December 31, 2025, from $1.0 million for the year ended December 31, 2024. The increase was due primarily to a $0.6 million increase in interest income on cash and cash equivalents due to higher average cash and cash equivalents balances in 2025 compared to 2024.

Change in fair value of financial instruments

The year over year positive change in fair value of financial instruments of $85.9 million was related to net gains of $25.9 million for the year ended December 31, 2025, compared to net losses of $60.1 million for the year ended December 31, 2024. The change was primarily driven by the remeasurement of the fair value of the Secured Convertible Notes and our warrant and earnout liabilities primarily impacted by changes in our stock price.

Other income (expense), net

Other income (expense), net improved by $1.6 million, or 74%, to $0.5 million of expense for the year ended December 31, 2025, compared to $2.1 million of expense for the year ended December 31, 2024. The improvement was primarily due to the loss on disposal of leasehold improvements in 2024 from the termination of our high-throughput plant lease in the Netherlands, partially offset by foreign currency exchange net losses for the year ended December 31, 2025 compared to net gains for the year ended December 31, 2024.

Income tax expense

Income tax expense decreased by $2.2 million, or 76%, to $0.7 million for the year ended December 31, 2025, from $2.9 million for the year ended December 31, 2024. The decrease was due primarily to a lower amount of foreign taxes recorded in Argentina compared to the prior year.

Non-GAAP Financial Measures

To supplement our Consolidated Financial Statements, which are prepared and presented in accordance with U.S. GAAP, we use the following non-GAAP measures: EBITDA; Adjusted EBITDA; and Free Cash Flow. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP.

We define Non-GAAP EBITDA as net loss excluding interest, income taxes, depreciation and amortization. We did not incur amortization expense during the years ended December 31, 2025 and 2024.

We define Non-GAAP Adjusted EBITDA as Non-GAAP EBITDA further adjusted for other income, net, changes in the fair value of financial instruments, and stock-based compensation. Other income, net consists primarily of foreign currency gains and losses.

We define Non-GAAP Free Cash Flow as net cash used in operating activities less payments for capital expenditures.

We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We believe these measures provide analysts, investors and management with helpful information regarding the underlying operating performance of our business, as they provide meaningful

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supplemental information regarding our performance and liquidity by removing the impact of items that we believe are not reflective of our underlying operating performance. The non-GAAP measures are used by us to evaluate our core operating performance and liquidity on a comparable basis and to make strategic decisions. The non-GAAP measures also facilitate company-to-company operating performance comparisons by backing out potential differences caused by variations such as capital structures, taxation, depreciation, capital expenditures and other non-cash items (i.e., embedded derivatives, debt extinguishment and stock-based compensation) which may vary for different companies for reasons unrelated to operating performance. However, different companies may define these terms differently and accordingly comparisons might not be accurate. There are a number of limitations related to the use of non-GAAP financial measures. We compensate for these limitations by providing specific information regarding the U.S. GAAP amounts excluded from these non-GAAP financial measures, and evaluating these non-GAAP financial measures together with their relevant financial measures in accordance with U.S. GAAP. Non-GAAP measures such as EBITDA, Adjusted EBITDA and Free Cash Flow are not intended to be a substitute for any U.S. GAAP financial measure.

The following presents our non-GAAP financial measures, along with the most comparable GAAP metric:

Year Ended December 31,

(in thousands of U.S. dollars)

2025

2024

Net loss available to stockholders

$

(4,783)

$

(116,272)

EBITDA (non-GAAP)

3,643 

(100,688)

Adjusted EBITDA (non-GAAP)

(17,427)

(33,731)

Net cash used in operating activities

(26,886)

(35,890)

Free Cash Flow (non-GAAP)

(34,262)

(40,928)

Non-GAAP Financial Measure Reconciliations

The following table presents a reconciliation of Non-GAAP EBITDA and Non-GAAP Adjusted EBITDA to our net loss for the periods indicated.

Year Ended December 31,

(in thousands of U.S. dollars)

2025

2024

Net loss available to stockholders

$

(4,783)

$

(116,272)

Interest expense

13 

71 

Income tax expense

673 

2,858 

Depreciation expense

7,740 

12,655 

Non-GAAP EBITDA

$

3,643 

$

(100,688)

Professional fees related to Secured Convertible Notes

— 

2,444 

Other expense (income), net (1)

541 

2,107 

Change in fair value of financial instruments

(25,871)

60,071 

Stock-based compensation

4,260 

2,335 

Non-GAAP Adjusted EBITDA

$

(17,427)

$

(33,731)

(1) Other expense (income), net includes foreign exchange gain or loss and other non-operating income and expenses not considered indicative of our ongoing operational performance.

The following table presents a reconciliation of Non-GAAP Free Cash Flow to cash flows used in operating activities for the periods indicated.

Year Ended December 31,

(in thousands of U.S. dollars)

2025

2024

Net cash used in operating activities

$

(26,886)

$

(35,890)

Less purchases of property and equipment

(7,376)

(5,038)

Non-GAAP Free Cash Flow

$

(34,262)

$

(40,928)

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Liquidity and Capital Resources

Our cash and cash equivalents are maintained in highly liquid investments with remaining maturities of 90 days or less at the time of purchase. As of December 31, 2025, we had $94.4 million in cash and cash equivalents on hand and total Secured Convertible Note principal and accrued interest outstanding of $30.9 million.

Since our formation, we have devoted substantial effort and capital resources to the development of our satellite constellation and image technology. As of December 31, 2025, we had an accumulated deficit of $404.9 million, and for the year ended December 31, 2025, we had net cash used in operating activities of $26.9 million.

We continue to maintain cost and spending control measures which were implemented in the second quarter of 2024, including controlling growth in our workforce to preserve liquidity.

On April 12, 2024, the Company, Borrower, and Holder Representative entered into the Note Purchase Agreement with the Purchaser, pursuant to which Borrower agreed to issue the Secured Convertible Notes in the aggregate principal amount of $30.0 million to the Purchaser. The net proceeds from the issuance of the Secured Convertible Notes, after deducting transaction fees and other debt issuance costs, was approximately $27.6 million. The Secured Convertible Notes initially bear interest at a rate of SOFR plus 6.50% per annum. subject to an additional 4.0% per annum if certain events of default occur and are continuing. The Secured Convertible Notes are guaranteed by the Company and each of the Company’s material subsidiaries (other than Borrower), and are secured by substantially all of the Company’s and its subsidiaries’ assets (including all of its intellectual property). Borrower may issue additional Secured Convertible Notes under the terms thereof, provided the aggregate principal outstanding amount does not exceed $50.0 million. The Secured Convertible Notes mature on April 12, 2028.

The Secured Convertible Notes contain certain, restrictive covenants, including restrictions on (i) incurring indebtedness, subject to certain exceptions (including the ability to issue additional Secured Convertible Notes; provided the aggregate principal outstanding amount does not exceed $50 million), (ii) creating certain liens, subject to certain exceptions, (iii) the payment of dividends or other restricted payments, (iv) the sale, transfer or otherwise conveyance of certain assets, subject to asset sale pre-payment described above, and (v) affiliate transactions.

In connection with the Offering, the Company also entered into, a registration rights agreement with the Purchaser pursuant to which the Company agreed to register for resale the Class A common stock issuable upon conversion of the Secured Convertible Notes.

On December 8, 2024, the Company entered into a Share Purchase Agreement with the Purchaser, pursuant to which the Company issued in a private placement an aggregate of 3,571,429 Class A common stock to the Purchaser at a purchase price of $2.80 per share. The closing of the private placement occurred on December 10, 2024 and the Company received gross proceeds of $10,000,000. The net proceeds from the offering will be used for general corporate purposes.

On December 10, 2024, the Company filed a shelf registration statement which registers, among other things, the offer and sale by us of up to $150 million aggregate amount of our Class A common stock. The shelf registration statement was declared effective by the SEC on December 20, 2024. In connection with the Domestication, the Company filed a post-effective amendment to the shelf registration statement that was declared effective by the SEC on March 31, 2025.

On December 20, 2024, the Company entered into a Sales Agreement with CF&Co., acting as the Company’s sales agent, pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, its Class A common stock, having an aggregate offering amount of up to $50,000,000 (the “ATM Program”). On February 12, 2025, the Company entered into the Amended Sales Agreement with CF&Co. and Northland, pursuant to which Northland was added as an additional Sales Agent under the ATM Program. On April 9, 2025, the Company entered into the Second A&R Sales Agreement with the Sales Agents, pursuant to which references to the Company’s Class A ordinary shares were replaced with references to the Company’s Class A common stock, along with other conforming changes, in connection with the Domestication. No Class A common stock was sold pursuant to the ATM Program during 2024. Since December 31, 2024 through the date of this Report the Company sold $8.7 million aggregate amount of Class A common stock under the ATM Program. On October 16, 2025, the Company decreased the amount of Class A common stock offered pursuant to the ATM Program, such that the Company offered up to an aggregate of $15 million of shares of Class A common stock pursuant to the ATM Program from and after the sale thereof, not including the shares of Class A common stock previously sold. On January 26, 2026, the Company decreased the amount of Class A common stock offered pursuant to the ATM

65

Program, such that the Company could no longer make any sales of its Class A common stock pursuant to the ATM Program from and after the date thereof, not including the shares of Class A common stock previously sold.

On April 15, 2025, the Company entered into the Securities Purchase Agreement with the purchaser party thereto, pursuant to which the Company agreed to issue and sell in a registered direct offering, 6,451,612 shares of the Company’s Class A common stock at an offering price of $3.10 per share. The gross proceeds to the Company from the offering were approximately $20 million, before deducting the placement agent’s fees and estimated offering expenses payable by the Company. The closing of the offering occurred on April 16, 2025. See Note 1 (Nature of the Business and Basis of Presentation) of this Report for further details.

On October 15, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with CF&Co., as representative of the underwriters named therein, in connection with an underwritten public offering of 27,692,308 shares of the Company’s Class A common stock, par value $0.0001 per share, at a public offering price of $3.25 per share.

Under the terms of the Underwriting Agreement, the Company granted the underwriters a 30-day option to purchase up to 4,153,846 additional shares of Class A common stock. The gross proceeds to the Company from the offering were $90 million, before deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. All of the shares were sold by the Company. The closing of the offering occurred on October 17, 2025.

On January 26, 2026, the Company entered into a share purchase agreement with the purchasers party thereto, pursuant to which the Company agreed to issue and sell in a registered direct offering, 7,399,578 shares of the Company’s Class A common stock, par value $0.0001 per share, at an offering price of $4.73 per share. The gross proceeds to the Company from the offering were approximately $35 million, before deducting the placement agents’ fees and estimated offering expenses payable by the Company. The closing of the offering occurred on January 27, 2026.

As discussed in Note 1 to the consolidated financial statements, the Company resolved the doubt as to its ability to continue as a going concern previously disclosed in the 2024 Form 10-K. Management believes that current liquidity and expected operating cash flows are sufficient to fund operations and meet obligations for at least the next twelve months.

Currently, we primarily rely on our existing cash and cash equivalents balances to fund our business, including capital expenditures, working capital requirements, and anticipated interest payments. Our current and future revenue depends primarily on our ability to: (i) utilize our available satellite capacity with new and existing customers and (ii) enter into new commercial relationships with new customers. There can be no assurance that we will attain positive cash flow from operations. We have experienced, and may continue to experience, negative cash flows, and if we continue to experience negative cash flows, our existing cash and cash equivalents balances may be reduced, and we may be required to reduce capital expenditures, or make other changes to our operating structure, all of which could have a material adverse effect on our business.

Additionally, we are an early-stage growth company and subject to a number of risks associated with emerging, technology-oriented companies with a limited operating history, including, but not limited to, dependence on key individuals, a developing business model, key customers, initial and continued market acceptance of our services and protection of our proprietary technology. Our sales efforts involve considerable time and expense, and our sales cycle is long and unpredictable. We also have risks from competition from substitute products and services. All of these risks, as well as the risks set forth in Item 1A. Risk Factors included in this Report, could have an adverse impact on our business and financial prospects and cause us to seek additional financing to fund future operations.

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Cash Flows Summary

The following table summarizes our cash flow information for the years ended December 31, 2025 and 2024.

Year Ended December 31,

(in thousands of U.S. dollars)

2025

2024

Net cash flows:

Net cash flows used in operating activities

$

(26,886)

$

(35,890)

Net cash flows used in investing activities

(7,376)

(5,032)

Net cash flows provided by financing activities

112,513 

37,455 

Net change in cash, cash equivalents and restricted cash

$

78,251 

$

(3,467)

Cash Flows Used in Operating Activities

The cash flows used in operating activities to date have been primarily comprised of costs and expenses related to development of our products, payroll, fluctuations in accounts payable and other current assets and liabilities. As we continue to expand our commercial operations, we anticipate our cash used in operating activities will remain elevated until we begin to generate material cash flows from the business.

Cash flows used in operating activities are as follows:

(in thousands of US dollars)

Year Ended December 31,

2025

2024

Net loss

$

(4,783)

$

(116,272)

Adjustments for the impact of non-cash items (1)

(14,793)

77,822 

Net loss adjusted for the impact of non-cash items

(19,576)

(38,450)

Changes in assets and liabilities

Accounts receivable(2)

(6,024)

(1,126)

Inventories(3)

(723)

— 

Prepaid expenses and other current assets(4)

1,854 

(1,666)

Accounts payable(5)

(1,527)

(2,356)

Contract liabilities(6)

8,996 

2,532 

Other(7)

(9,886)

5,176 

Net cash used in operating activities

$

(26,886)

$

(35,890)

(1)Includes items such as depreciation, changes in the fair value of financial instruments, interest expense, income tax, stock-based compensation expense, expense for estimated credit losses on accounts receivable, loss on debt extinguishment, changes in foreign currency and others.

(2)The change is primarily due to higher accounts receivable from a Space Systems customer.

(3)The change is due to two satellites being built for a Space Systems customer.

(4)The change is primarily due to timing of payments including lower prepaid insurance expenses at December 31, 2025 compared to December 31, 2024.

(5)The change is primarily due to the timing of payments.

(6)The change is primarily due to a net increase primarily from a new Space Systems revenue contract in 2025.

(7)The change is primarily due to timing of payments including the $7.5 million Liberty management fee payment made in 2025, for which $5.0 million was accrued for in 2024.

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Cash Flows Used in Investing Activities

Our cash flows used in investing activities to date have been primarily comprised of purchases of satellite components and other property and equipment. Investing activities have increased substantially as we ramped up satellite production activity and factory development in connection with expanding our production capacity.

Net cash used in investing activities was $7.4 million for the year ended December 31, 2025, compared to $5.0 million for the year ended December 31, 2024. The increase in cash used in investing activities was primarily driven by an increase in property and equipment purchases in the fourth quarter of 2025 after cost control measures implemented in 2023 limited satellites launched for the Company’s constellation to 3 and 5 during the year ended December 31, 2025 and the year ended December 31, 2024, respectively.

Cash Flows Provided by Financing Activities

Net cash provided by financing activities was $112.5 million for the year ended December 31, 2025 compared to net cash provided by financing activities of $37.5 million for the year ended December 31, 2024. The increase in cash provided by financing activities resulted primarily from proceeds from the underwritten public offering in October 2025 and registered direct offering in April 2025, net of transaction costs, compared to proceeds from Secured Convertible Notes and the PIPE Investment, net of transaction fees received in 2024.

Debt

Refer to Note 17 (Secured Convertible Notes) to the Consolidated Financial Statements for a discussion of our debt at December 31, 2025 and 2024.

Critical Accounting Policies and Estimates

Our financial statements have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities as of the date of the financial statements. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates under different assumptions or conditions. We believe that the accounting estimates discussed below are critical to understanding our historical and future performance, as these estimates relate to the more significant areas involving a greater degree of management’s judgment and complexity.

The assumptions underlying the valuations represent our best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if we used significantly different assumptions or estimates, the stock-based compensation expense for prior periods could have been materially different.

Revenue Recognition

The recognition and measurement of revenue requires the use of judgments and estimates. Specifically, judgment is used in interpreting complex arrangements with nonstandard terms and conditions and determining when all criteria for revenue recognition have been met. We primarily generate revenue from the sale of imagery and related services. Identifying the performance obligations contained in a contract, determining transaction price, allocating transaction price, and determining when performance obligations are satisfied can require the application of significant judgment.

Identifying the performance obligations in a contract

We execute contracts for a single promise or multiple promises. Specifically, our contracts may include multiple promises which are accounted for as separate performance obligations. Significant judgment is required in determining performance obligations, and these decisions could change the amount of revenue and profit or loss recorded in each period.

Determination of and allocation of transaction price

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The Company estimates any variable consideration, and whether the transaction price is constrained, upon execution of each contract. We may adjust the transaction price over time for any estimated constraints that become probable based on service level provisions within some of our customer purchase orders.

When our contracts with customers contain multiple deliverables, we allocate the total arrangement consideration to each performance obligation representative of their determined selling prices. The determined selling price is the price at which we would sell a promised product or service separately to a customer. Judgment is required to determine the selling price for each distinct performance obligation. We determine the selling price by considering our overall pricing practices and market conditions, including our discounting practices, the size and volume of our transactions, the customer demographic, price lists, historical sales, contract prices and customer relationships.

Impairment of Assets

The carrying amount of our assets are reviewed at each reporting date to determine whether there is an indication of impairment in the value of the assets. Most of our fixed assets are satellites, but we also have tools, equipment, furniture and fixtures, computers and leasehold improvements. We do not own any buildings or land.

We performed an impairment test as of December 31, 2025 and 2024 due to our net losses for the related periods. We concluded that our asset group is not impaired as our test concluded that the expected future undiscounted cash flows exceeded the carrying value of the asset group.

Estimates of future cash flows are highly subjective judgments using Level 3 inputs based on management’s experience and knowledge of our operations. These estimates can be significantly impacted by many factors, including changes in global economic conditions, operating costs, obsolescence of technology and competition.

If our estimates or underlying assumptions change in the future, we may be required to record impairment charges. If the recoverable amount of an asset group is less than its carrying amount, the carrying amount of the asset group would be reduced to its recoverable amount. That reduction is an impairment loss that would be recognized in the Consolidated Statements of Operations and Comprehensive Loss.

Fair Value of Financial Instruments

Secured Convertible Notes

As permitted under ASC 825, Financial Instruments, (“ASC 825”), we elected the fair value option to account for our Secured Convertible Notes. We record changes in fair value of the Secured Convertible Notes in Changes in fair value of financial instruments in the statement of operations. The primary reason for electing the fair value option is to better reflect the way that the Company views the financial instrument by accounting for the Secured Convertible Notes at fair value in its entirety versus bifurcation of the embedded derivatives.

The Secured Convertible Notes are categorized as a Level 3 fair value measurement using the "with and without" method. Specifically, the value of the Secured Convertible Notes are estimated with and without the embedded derivative, using discounted cash flow (DCF) and Black Scholes put option models, as well as the as-converted value of the conversion shares estimated based on the traded price of the underlying shares. Each of the aforementioned methods are special cases of the income approach. The significant assumptions used in the model include volatility and credit spread.

A change in assumptions used to estimate the fair value of the convertible notes could materially affect our financial condition and results of operations. Refer to Note 15 (Fair Value Measurements and Financial Instruments) and Note 17 (Secured Convertible Notes), to the Consolidated Financial Statements for information regarding the Secured Convertible Notes.

Warrant Liabilities

We generally classify warrants for the purchase of shares of our common stock as liabilities on our consolidated balance sheets unless the warrants meet certain specific criteria that require the warrants to be classified within stockholders’ deficit. Those warrants accounted for as liabilities are freestanding financial instruments that may require us to transfer assets upon exercise. The warrant liability is initially recorded at fair value upon the date of issuance of each warrant and is subsequently remeasured to fair value at each reporting date. The private warrants are categorized as Level 3

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fair value measurement using the Black-Scholes model with inputs that include current price of our common stock, exercise price, volatility, and risk-free rate.

Earnout Liabilities

In connection with the Reverse Recapitalization (see Note 4 (Reverse Recapitalization) to the Consolidated Financial Statements) and pursuant to the Merger Agreement, eligible Satellogic equity holders are entitled to receive additional shares of our common stock upon the achievement of certain earnout triggering events. In accordance with ASC 815-40, the earnout shares are not indexed to the common stock and therefore are accounted for as a liability at the Reverse Recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of Changes in Fair Value of Financial Instruments in the Consolidated Statements of Operations and Comprehensive Loss. The earnout liabilities are categorized as a Level 3 fair value measurement using the Monte Carlo model. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current price of our common stock, expected volatility, and risk-free rate.

Income Taxes

The Company's income tax expense, deferred tax assets and liabilities and reserves for uncertain tax positions reflect management's best estimate of taxes to be paid based upon our income, statutory tax rates and tax planning opportunities in jurisdictions in which we operate. Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining our tax expense and in evaluating our tax positions, including evaluating uncertainties. We review our tax positions semi-annually and adjust the balances as new information becomes available.

The Company records deferred tax assets to the extent the Company believes these assets will more-likely-than-not be realized. Estimates of the adequacy of future expected taxable income from all sources, including the reversal of taxable temporary differences, long- and short-range business plans and feasible and prudent tax planning strategies are considered to determine whether the deferred tax asset will be available for future utilization, prior to expiration. If the Company determines that it will not be able to utilize a deferred income tax asset whether due to expiration or a lack of income, a valuation allowance is recorded. If, in the future, sufficient positive evidence arises indicating that all or a portion of the deferred tax asset may be used, based upon the more-likely-than-not standard for realization, the valuation allowance would be reduced in the period that such evidence of realization is reached.

Emerging Growth Company and Smaller Reporting Company Status

Section 102(b)(1) of the Jobs Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The Jobs Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable.

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. We expect to remain an emerging growth company at least through the end of the 2025 fiscal year and we expect to continue to take advantage of the benefits of the extended transition period, although we may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

As an emerging growth company, we are not required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, and (ii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis).

We will also rely on certain reduced reporting and other requirements that are otherwise generally applicable to public companies.

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We are also a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K, meaning that the market value of our stock held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

Recent Accounting Pronouncements

Refer to Note 3 (Accounting Standards Updates) in the Consolidated Financial Statements included in this Report for more information about recent accounting pronouncements, the timing of their adoption and our assessment, to the extent we have made such an assessment, of their potential impact on our financial condition and our results of operations and cash flows.