SecProbe.io

CORRESP
1
filename1.htm

	satl20260325_corresp.htm

March 25, 2026

Via EDGAR Submission

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jenny O’Shanick

			Re:

			Satellogic Inc.

			Registration Statement on Form S-3

			File No. 333-294446

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form S-3 (File No. 333-294446) initially filed by Satellogic Inc. (the “Company”) with the Securities and Exchange Commission on March 19, 2026 (the “Registration Statement”).

The Company hereby requests that the Registration Statement be made effective at 4:30 p.m., Eastern Time, on March 27, 2026, or as soon as possible thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended.

Once the Registration Statement is effective, please confirm effectiveness with our counsel, King & Spalding LLP, by calling Zachary Davis at (404) 572-2770.

			Very truly yours,

			Satellogic Inc.

			By:

			/s/ Rick Dunn

			Name:

			Rick Dunn

			Title:

			Chief Financial Officer

			cc:

			Zachary Davis, King & Spalding LLP

March 25, 2026
Rick Dunn
Chief Financial Officer
Satellogic Inc.
210 Delburg Street
Davidson, NC 28036
Re:Satellogic Inc.
Registration Statement on Form S-3
Filed March 19, 2026
File No. 333-294446
Dear Rick Dunn:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Zack Davis

CORRESP
 1
 filename1.htm

 satl20250320_corresp.htm

 March 21, 2025

 Via EDGAR Submission

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Bradley Ecker

 Re:

 Satellogic Inc. Registration Statement on Form F-4 File No. 333-284991

 Ladies and Gentlemen:

 Reference is made to the Registration Statement on Form F-4 (File No. 333-284991) initially filed by Satellogic Inc. (the “Company”) with the U.S. Securities and Exchange Commission on February 14, 2025 (the “Registration Statement”).

 The Company hereby requests that the Registration Statement be made effective at 8:30 a.m., Eastern Time, on March 25, 2025, or as soon as possible thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended.

 Once the Registration Statement is effective, please confirm effectiveness with our counsel, King & Spalding LLP, by calling Zachary Davis at (404) 572-2770.

 Very truly yours,

 Satellogic Inc.

 By:

 /s/ Rick Dunn

 Name:

 Rick Dunn

 Title:

 Chief Financial Officer

 cc:

 Zachary Davis, King & Spalding LLP

February 20, 2025
Emiliano Kargieman
Chief Executive Officer
Satellogic Inc.
Ruta 8 Km 17,500, Edificio 300
Oficina 324 Zonamerica
Montevideo, 91600, Uruguay
Re:Satellogic Inc.
Registration Statement on Form F-4
Filed on February 14, 2025
File No. 333-284991
Dear Emiliano Kargieman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

	satl20241218_corresp.htm

December 18, 2024

Via EDGAR Submission

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

			Attention:

			Erin Donahue

			Re:

			Satellogic Inc.

Registration Statement on Form F-3

File No. 333-283719

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form F-3 (File No. 333-283719) initially filed by Satellogic Inc. (the “Company”) with the U.S. Securities and Exchange Commission on December 10, 2024 (the “Registration Statement”).

The Company hereby requests that the Registration Statement be made effective at 4:30 p.m., Eastern Time, on December 20, 2024, or as soon as possible thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended.

Once the Registration Statement is effective, please confirm effectiveness with our counsel, King & Spalding LLP, by calling Zachary Davis at (404) 572-2770.

			Very truly yours,

			Satellogic Inc.

			By:

			/s/ Rick Dunn

			Name:

			Rick Dunn

			Title:

			Chief Financial Officer

			cc:

			Zachary Davis, King & Spalding LLP

December 16, 2024
Emiliano Kargieman
Chief Executive Officer
Satellogic Inc.
Ruta 8 Km 17,500, Edificio 300
Oficina 324 Zonamerica
Montevideo, 91600, Uruguay
Re:Satellogic Inc.
Registration Statement on Form F-3
Filed December 10, 2024
File No. 333-283719
Dear Emiliano Kargieman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

	satl20240617_corresp.htm

June 17, 2024

Via EDGAR Submission

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

			Attention:

			Jenny O’Shanick

			Re:

			Satellogic Inc.

			Registration Statement on Form F-3

			File No. 333-280056

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form F-3 (File No. 333-280056) initially filed by Satellogic Inc. (the “Company”) with the U.S. Securities and Exchange Commission on June 7, 2024 (the “Registration Statement”).

The Company hereby requests that the Registration Statement be made effective at 4:30 p.m., Eastern Time, on June 20, 2024, or as soon as possible thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended.

Once the Registration Statement is effective, please confirm effectiveness with our counsel, King & Spalding LLP, by calling Zachary Davis at (404) 572-2770.

			Very truly yours,

			Satellogic Inc.

			By:

			/s/ Rick Dunn

			Name:

			Rick Dunn

			Title:

			Chief Financial Officer

			cc:

			Zachary Davis, King & Spalding LLP

United States securities and exchange commission logo
June 12, 2024
Rick Dunn
Chief Financial Officer
Satellogic Inc.
Ruta 8 Km 17,500, Edificio 300
Oficina 324 Zonamerica
Montevideo, 91600, Uruguay
00-598-25182302
Re:Satellogic Inc.
Registration Statement on Form F-3
Filed on June 7, 2024
File No. 333-280056
Dear Rick Dunn:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Zachary Davis

CORRESP
1
filename1.htm

CORRESP

 May 5, 2022

Via EDGAR Submission

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Jennifer Angelini

Jay Ingram

Re:
 Satellogic Inc.

Registration Statement on Form F-1

File No. 333-262699

Ladies and Gentlemen:

 Reference is made to the
Registration Statement on Form F-1 (File No. 333-262699) initially filed by Satellogic Inc. (the “Company”) with the U.S. Securities and Exchange Commission on February 14, 2022
(as amended, the “Registration Statement”).

 The Company hereby requests that the Registration Statement be made effective at
4:30 p.m., Eastern Time, on May 9, 2022, or as soon as possible thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended.

Once the Registration Statement is effective, please confirm effectiveness with our counsel, Greenberg Traurig, P.A., by calling Flora Perez
at 954-768-8210.

Very truly yours,

Satellogic Inc.

By:

 /s/ Rick Dunn

Name:

Rick Dunn

Title:

Chief Financial Officer

cc:
 Flora Perez, Greenberg Traurig, P.A.

CORRESP
1
filename1.htm

CORRESP

 May 2, 2022

Via EDGAR Submission

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

 Jennifer Angelini

 Jay Ingram

Re:

 Satellogic Inc.

 Amendment No. 1 to Registration
Statement on Form F-1

 Filed April 11th, 2022

File No. 333-262699

 Ladies and Gentlemen:

Satellogic Inc. (the “Company” or “Satellogic”) previously filed Amendment No. 1 to Registration
Statement on Form F-1 with the Securities and Exchange Commission (the “SEC”) on April 11, 2022 (the “Registration Statement”).

On behalf of the Company, we are writing to respond to the comments to the Registration Statement set forth in the comment letter (the
“Comment Letter”) from the staff of the SEC (the “Staff”) dated April 18, 2022. The Company has filed via EDGAR Amendment No. 2 to Registration Statement on Form F-1
(the “Amended Registration Statement”), which reflects the Company’s responses to the Comment Letter and certain updated information.

The Company’s responses below correspond to the captions and numbers of the comments (which are reproduced below in
bold). Capitalized terms used in this letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration Statement.

Amendment No. 1 to Form F-1

General

1.
 We note your responses to prior comments one and three. Please further revise your prospectus cover to
(i) state, if true, that no separate consideration was paid for the warrants, (ii) disclose the current market price for your $8.63 warrants traded separately on Nasdaq and whether market prices exist for your other warrants,
(iii) disclose the purchase price for the Class B ordinary shares, and (iv) highlight that the Sponsor and other selling securityholders may experience a positive rate of return based on the current trading price, while public
securityholders may not experience a similar rate of return. Please make corresponding changes to the prospectus summary.

Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover page and on
pages 16, 18, 19 and 58 of the Amended Registration Statement.

 Summary Terms of the Offering, page 15

2.
 We note your responses to prior comments five and six. Please additionally revise your summary to disclose
the percentage of your outstanding shares that are represented by the shares being offered. Highlight the significant negative impact that sales of shares on this registration statement could have on the public trading price of the Class A
ordinary shares. Please revise the use of proceeds item here to include the lesser expected proceeds ($44.7 million) in light of the current market price and exercise dates, consistent with your cover page and use of proceeds
section. Revise the table on page 17 to include shares underlying the PIPE Warrants and to reconcile the founder shares’ purchase price with disclosure elsewhere.

 Securities and Exchange Commission

May 2, 2022

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 16 of the Amended
Registration Statement.

 General

3.
 We note your response to prior comment one regarding the additional shares, as well as related disclosure on
pages 9, 18, and 56. Please further address the following:

•

 The aggregate number of shares being offered appears to count the additional shares twice, since a
corresponding number of shares will be forfeited and cancelled (while the reissuance of cancelled shares is contingent on a $15 future market price). Tell us why this is appropriate (addressing any inconsistency with the number of shares being
registered) or, alternatively, reduce the aggregate number of shares being offered (while maintaining the maximum potential shares offered per holder, with appropriate disclosure explaining that the actual allocation will
depend on issuance of the additional shares and cancellation of forfeiture shares).

 Response: In
response to the Staff’s comment, we supplementally advise the Staff that, with respect to the Additional Shares, the Company’s intention is to register on the Amended Registration Statement the resales of the following Company securities:

•

 with respect to those investors that receive Additional Shares, the resale of the maximum number of Additional
Shares that such investors may be entitled to receive pursuant to the PIPE Subscription Agreements, Forward Purchase Contract, Promissory Note Waiver Letter, Series X Subscription Agreement and the CF Fee Letter; and

•

 with respect to those shareholders that, pursuant to the Merger Agreement and Sponsor Support Agreement (the
“Forfeiting Agreements”), forfeit ordinary shares in connection with the issuance of the maximum number of Additional Shares (the “Forfeiting Shareholders”) and such forfeited shares are being registered pursuant to the Amended
Registration Statement, the resale of the maximum number of newly-issued ordinary shares issuable by the Company to such Forfeiting Shareholders pursuant to such Forfeiting Agreements which is based on the market price of the Company’s
Class A Ordinary Shares meeting certain thresholds.

 The Company believes it is appropriate to register all
securities that it is, or may be obligated, to issue pursuant to the terms of any existing transaction documents relating to the Business Combination.

The Company has revised the disclosure on pages 10, 19 and 57 of the Amended Registration Statement to clarify the above and correct any
inconsistencies.

•

 Ensure that the opinion filed as Exhibit 5.1 addresses the additional shares, and covers all the registered
securities, consistently with the foregoing.

 Response: In response to the Staff’s comment, we
advise the Staff that the opinion filed as Exhibit 5.1 has been revised to address the additional shares and covers all the registered securities consistent with our response to the comment in the first bullet of comment 3 above.

 Securities and Exchange Commission

May 2, 2022

•

 Revise your disclosure to clarify when the additional shares will be determined and issued, how this
information will be communicated to investors, and how the additional shares are treated throughout the prospectus, for instance to determine the percentage of outstanding shares represented by the offering.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 9 and 19 of the Amended
Registration Statement.

•

 Confirm whether assuming the maximum number of additional shares yields the lowest effective price. If this is
not the case, please make appropriate assumptions to additionally disclose the lowest effective price.

Response: In response to the Staff’s comment, on behalf of the Company, we confirm that assuming the maximum number of additional
shares yields the lowest effective price for the ordinary shares being registered under the Amended Registration Statement.

*    *    *    *    *    *
 *    *    *

 We hope that the above has been responsive to the
Staff’s comments. Should you have any questions relating to the foregoing, please feel free to contact the undersigned at (954) 768-8210 or perezf@gtlaw.com.

Very truly yours,

/s/ Flora R. Perez, Esq.

Flora R. Perez, Esq.

cc:
 Rick Dunn, Satellogic Inc.

 Rebeca Brandys, Satellogic Inc.

 Ruairi Bourke, Maples and Calder

 Asaf Reindel, Friedman Kaplan Seiler Adelman LLP

United States securities and exchange commission logo
April 18, 2022
Emiliano Kargieman
Chief Executive Officer
Satellogic Inc.
Ruta 8 Km 17,500, Edificio 300
Oficina 324 Zonamérica
Montevideo, 91600, Uruguay
Re:Satellogic Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed April 11, 2022
File No. 333-262699
Dear Mr. Kargieman:
            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.  Unless we note
otherwise, our references to prior comments are to comments in our March 28, 2022, letter.
Amendment No. 1 to Form F-1
Cover Page
1.We note your responses to prior comments one and three.  Please further revise your
prospectus cover to (i) state, if true, that no separate consideration was paid for the
warrants, (ii) disclose the current market price for your $8.63 warrants traded separately
on Nasdaq and whether market prices exist for your other warrants, (iii) disclose the
purchase price for the Class B ordinary shares, and (iv) highlight that the Sponsor and
other selling securityholders may experience a positive rate of return based on the current
trading price, while public securityholders may not experience a similar rate of return.
Please make corresponding changes to the prospectus summary.

 FirstName LastNameEmiliano Kargieman
 Comapany NameSatellogic Inc.
 April 18, 2022 Page 2
 FirstName LastName
Emiliano Kargieman
Satellogic Inc.
April 18, 2022
Page 2
Summary Terms of the Offering, page 15
2.We note your responses to prior comments five and six.  Please additionally revise your
summary to disclose the percentage of your outstanding shares that are represented by the
shares being offered.  Highlight the significant negative impact that sales of shares on this
registration statement could have on the public trading price of the Class A ordinary
shares.  Please revise the use of proceeds item here to include the lesser expected proceeds
($44.7 million) in light of the current market price and exercise dates, consistent with your
cover page and use of proceeds section.  Revise the table on page 17 to include shares
underlying the PIPE Warrants and to reconcile the founder shares' purchase price with
disclosure elsewhere.
General
3.We note your response to prior comment one regarding the additional shares, as well as
related disclosure on pages 9, 18, and 56.  Please further address the following:

•The aggregate number of shares being offered appears to count the additional shares
twice, since a corresponding number of shares will be forfeited and cancelled
(while the reissuance of cancelled shares is contingent on a $15 future market price).
Tell us why this is appropriate (addressing any inconsistency with the number of
shares being registered) or, alternatively, reduce the aggregate number of shares
being offered (while maintaining the maximum potential shares offered per holder,
with appropriate disclosure explaining that the actual allocation will
depend on issuance of the additional shares and cancellation of forfeiture shares).

•Ensure that the opinion filed as Exhibit 5.1 addresses the additional shares, and
covers all the registered securities, consistently with the foregoing.

•Revise your disclosure to clarify when the additional shares will be determined and
issued, how this information will be communicated to investors, and how the
additional shares are treated throughout the prospectus, for instance to determine the
percentage of outstanding shares represented by the offering.
•Confirm whether assuming the maximum number of additional shares yields the
lowest effective price.  If this is not the case, please make appropriate assumptions to
additionally disclose the lowest effective price.

 FirstName LastNameEmiliano Kargieman
 Comapany NameSatellogic Inc.
 April 18, 2022 Page 3
 FirstName LastName
Emiliano Kargieman
Satellogic Inc.
April 18, 2022
Page 3
            Please contact Jennifer Angelini at 202-551-3047 or Jay Ingram at 202-551-3397 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Flora Pérez

CORRESP
1
filename1.htm

CORRESP

 April 8, 2022

 Via EDGAR
Submission

 Securities and Exchange Commission

 Division
of Corporation Finance

 Office of Manufacturing

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention:
 Jennifer Angelini

Jay Ingram

Re:
 Satellogic Inc.

Registration Statement on Form F-1

Filed February 14, 2022

File No. 333-262699

Ladies and Gentlemen:

 Satellogic Inc. (the
“Company” or “Satellogic”) previously filed a Registration Statement on Form F-1 with the Securities and Exchange Commission (the “SEC”) on February 14,
2022 (the “Registration Statement”).

 On behalf of the Company, we are writing to respond to the comments to the
Registration Statement set forth in the comment letter (the “Comment Letter”) from the staff of the SEC (the “Staff”) dated March 28, 2022. The Company has filed via EDGAR Amendment No. 1 to Registration
Statement on Form S-4 (the “Amended Form S-4”), which reflects the Company’s responses to the Comment Letter and certain updated information.

The Company’s responses below correspond to the captions and numbers of the comments (which are reproduced below in
bold). Capitalized terms used in this letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration Statement.

Registration Statement on Form F-1

General

1.
 Revise your prospectus to disclose the price that each selling securityholder paid for the securities being
registered for resale. Highlight any differences in the current trading price, the prices that the Sponsor, private placement investors, PIPE investors, and other selling securityholders acquired their shares and warrants, and the price that
the public securityholders acquired their shares and warrants. Disclose that while the Sponsor, private placement investors, PIPE investors, and other selling securityholders may experience a positive rate of return based on the current
trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the
selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

Response: In response to the Staff’s comment, the Company has revised the disclosure on the cover page and on pages
17 and 57 of the Amended Registration Statement. We note that certain of the Selling Securityholders will likely be entitled to receive Additional Shares to the extent the market price of the Class A Ordinary Shares is below $10.00 with the
maximum number of Additional Shares based on a market price of $8.00 per share as described on pages 9 and 19 of the Amended Registration Statement. The exact number of Additional Shares will not be determined until the effectiveness of the Amended
Registration Statement. For purposes of disclosing the price that each Selling Securityholder paid for the Offered Shares throughout the Amended Registration Statement, we have assumed that the maximum number of Additional Shares are issued and
calculated an effective purchase price equal to the total number of Offered Shares (including the maximum Additional Shares) divided by the total amount paid or value paid or exchanged for all of the Offered Shared received by such Selling
Securityholders.

 Securities and Exchange Commission

April 8, 2022

2.
 Please revise to update your disclosures throughout the filing and address areas that appear to need
updating or that present inconsistencies. Non-exclusive examples of areas where disclosure should be updated are as follows:

•

 You refer to the company’s “financial projections,” for instance on pages 11 and 25, but we
could not find these financial projections in the prospectus.

•

 You state on page 52 that you “expect” key personnel to remain with the company, but it is possible
you will lose some key personnel. These and similar statements should be updated since the business combination was completed several months ago.

•

 Your description of Hannover’s right to appeal the ruling regarding dissenters rights should be updated
since the deadline of March 4, 2022, has now passed.

 Response: In response to the
Staff’s comment, the Company has revised he disclosure throughout the Amended Registration Statement to update or correct inconsistencies in the disclosure.

Cover Page

3.
 For each of the securities being registered for resale, disclose the price that the selling securityholders
paid for such securities.

 Response: In response to the Staff’s comment, the Company has revised the
disclosure on the cover page and on pages 17 and 57 of the Amended Registration Statement.

4.
 Disclose the exercise prices of the warrants compared to the market price of the underlying security. If the
warrants are out the money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar disclosure in the prospectus summary, risk factors, MD&A, and use of proceeds section and disclose that cash
proceeds associated with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion on the ability of your company to fund your operations on a prospective basis
with your current cash on hand.

 Response: In response to the Staff’s comment, the Company has revised
the disclosure on the cover page and on pages 17 and 57 of the Amended Registration Statement.

5.
 We note the significant number of redemptions of CF V Class A common stock in connection with your
business combination and that the shares being registered for resale will constitute a considerable percentage of your public float. We also note that all or most of the shares being registered for resale were purchased by the selling
security-holders for prices considerably below the current market price of your Class A ordinary shares. Highlight the significant negative impact sales of shares on this registration statement could have on the public trading price of the
Class A ordinary shares.

 Response: In response to the Staff’s comment, the Company has revised the
disclosure on the cover page and page 57 of the Amended Registration Statement.

 2

 Securities and Exchange Commission

April 8, 2022

 Risk Factors, page 22

6.
 Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to
this registration statement could have on the public trading price of the Class A ordinary shares. To illustrate this risk, disclose the purchase price of the securities being registered for resale and the percentage that these shares currently
represent of the total number of shares outstanding. Also disclose that even though the current trading price is at or below the SPAC IPO price, the private investors have an incentive to sell because they will still profit on sales because of the
lower price that they purchased their shares than the public investors.

 Response: In response to the
Staff’s comment, the Company has revised the disclosure on page 57 of the Amended Registration Statement.

 Company Overview, page 88

7.
 In light of the significant number of redemptions and the unlikelihood that the company will receive
significant proceeds from exercises of the warrants because of the disparity between the exercise price of the warrants and the current trading price of the Class A ordinary shares, expand your discussion of capital resources to address any
changes in the company’s liquidity position since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the company’s ability to raise additional capital.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on page 97 of the
Amended Registration Statement.

8.
 Please expand your discussion here to reflect the fact that this offering involves the potential sale of a
substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s shares. Your discussion should highlight the fact that Liberty Strategic Capital Holdings, LLC, a beneficial owner of over 40% of
your outstanding shares, will be able to sell all of its shares for so long as the registration statement of which this prospectus forms a part is available for use.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 94 of the Amended Registration
Statement.

9.
 Please disclose whether your forward purchase or other agreements provide certain investors with the right
to sell back shares to the company at a fixed price for a given period after the closing date of the business combination. If so, please revise to discuss the risks that these agreements may pose to other holders if you are required to buy back the
shares of your common stock as described therein. For example, discuss how such forced purchases would impact the cash you have available for other purposes and to execute your business strategy.

Response: In response to the Staff’s comment, we supplementally advise the Staff that neither the Forward Purchase Contract nor
any other agreement provides any investor with the right to sell back shares to the Company after the closing date of the Business Combination. We have revised the disclosure on pages 4 and 94 of the Amended Registration Statement to affirmatively
disclose the absence of any such agreement.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 88

10.
 We note that the projected revenues for 2021 were $7 million, as set forth in the unaudited prospective
financial information management prepared and provided to CF V in connection with the evaluation of the business combination. If your actual revenues for the year ended December 31, 2021, miss this projection, then please update your disclosure
in Liquidity and Capital Resources, and elsewhere, to provide updated information about the company’s financial position and further risks to the business operations and liquidity in light of these circumstances.

 3

 Securities and Exchange Commission

April 8, 2022

 Response: In response to the Staff’s comment, as discussed with the Staff, the
Company plans to file Amendment No. 2 to the Registration Statement (“Amendment No. 2”) which will include audited financial statements for Nettar for the year ended December 31, 2021. The Management Discussion and Analysis
section in Amendment No. 2 will include a discussion of revenues for the year ended December 31, 2021 and, if there is a difference from the projected revenues of $7 million, the Company will also update the disclosure in Liquidity
and Capital Resources, and elsewhere, to provide updated information about the Company’s financial position and further risks to the business operations and liquidity in light of these circumstances.

Exhibits

11.
 Please request counsel to revise paragraph 3.2 of the legal opinion so as to opine separately on shares that
are currently outstanding and shares that will be issued upon conversion or exercise of other securities. Please also request counsel to revise paragraph 3.3 to reflect that the warrant documents have been executed.

Response: In response to the Staff’s comment, we have revised paragraph 3.2 of the legal opinion to opine separately on shares
that are currently outstanding and shares that will be issued upon conversion or exercise of other securities and we have revised paragraph 3.3 to reflect that the warrant documents have been executed.

*    *    *    *    *    *
 *    *    *

 We hope that the above has been responsive to the
Staff’s comments. Should you have any questions relating to the foregoing, please feel free to contact the undersigned at (954) 768-8210 or perezf@gtlaw.com.

Very truly yours,

/s/ Flora R. Perez, Esq.

Flora R. Perez, Esq.

 cc:
    Rick Dunn, Satellogic Inc.

 Rebeca Brandys, Satellogic Inc.

Ruairi Bourke, Maples and Calder

Asaf Reindel, Friedman Kaplan Seiler Adelman LLP

 4

United States securities and exchange commission logo
March 28, 2022
Emiliano Kargieman
Chief Executive Officer
Satellogic Inc.
Ruta 8 Km 17,500, Edificio 300
Oficina 324 Zonamérica
Montevideo, 91600, Uruguay
Re:Satellogic Inc.
Registration Statement on Form F-1
Filed February 14, 2022
File No. 333-262699
Dear Mr. Kargieman:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-1
General
1.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale.  Highlight any differences in the current trading
price, the prices that the Sponsor, private placement investors, PIPE investors, and other
selling securityholders acquired their shares and warrants, and the price that the public
securityholders acquired their shares and warrants.  Disclose that while the Sponsor,
private placement investors, PIPE investors, and other selling securityholders may
experience a positive rate of return based on the current trading price, the public
securityholders may not experience a similar rate of return on the securities they
purchased due to differences in the purchase prices and the current trading price.  Please

 FirstName LastNameEmiliano Kargieman
 Comapany NameSatellogic Inc.
 March 28, 2022 Page 2
 FirstName LastNameEmiliano Kargieman
Satellogic Inc.
March 28, 2022
Page 2
also disclose the potential profit the selling securityholders will earn based on the current
trading price.  Lastly, please include appropriate risk factor disclosure.
2.Please revise to update your disclosures throughout the filing and address areas that
appear to need updating or that present inconsistencies.  Non-exclusive examples of areas
where disclosure should be updated are as follows:

•You refer to the company's "financial projections," for instance on pages 11 and 25,
but we could not find these financial projections in the prospectus.
•You state on page 52 that you "expect" key personnel to remain with the company,
but it is possible you will lose some key personnel.  These and similar statements
should be updated since the business combination was completed several months ago.

•Your description of Hannover's right to appeal the ruling regarding dissenters rights
should be updated since the deadline of March 4, 2022, has now passed.
Cover Page
3.For each of the securities being registered for resale, disclose the price that the selling
securityholders paid for such securities.
4.Disclose the exercise prices of the warrants compared to the market price of the
underlying security.  If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants.  Provide similar disclosure in the
prospectus summary, risk factors, MD&A, and use of proceeds section and disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price.  As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your
current cash on hand.
5.We note the significant number of redemptions of CF V Class A common stock in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float.  We also note that all or
most of the shares being registered for resale were purchased by the selling security-
holders for prices considerably below the current market price of your Class A ordinary
shares.  Highlight the significant negative impact sales of shares on this registration
statement could have on the public trading price of the Class A ordinary shares.
Risk Factors, page 22
6.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Class A ordinary shares.  To illustrate this risk, disclose the purchase price of the
securities being registered for resale and the percentage that these shares currently
represent of the total number of shares outstanding.  Also disclose that even though the

 FirstName LastNameEmiliano Kargieman
 Comapany NameSatellogic Inc.
 March 28, 2022 Page 3
 FirstName LastNameEmiliano Kargieman
Satellogic Inc.
March 28, 2022
Page 3
current trading price is at or below the SPAC IPO price, the private investors have an
incentive to sell because they will still profit on sales because of the lower price that they
purchased their shares than the public investors.
Company Overview, page 88
7.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of the Class A
ordinary shares, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the business combination.  If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
8.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s shares.  Your discussion should highlight the
fact that Liberty Strategic Capital Holdings, LLC, a beneficial owner of over 40% of your
outstanding shares, will be able to sell all of its shares for so long as the registration
statement of which this prospectus forms a part is available for use.
9.Please disclose whether your forward purchase or other agreements provide certain
investors with the right to sell back shares to the company at a fixed price for a given
period after the closing date of the business combination.  If so, please revise to discuss
the risks that these agreements may pose to other holders if you are required to buy back
the shares of your common stock as described therein.  For example, discuss how such
forced purchases would impact the cash you have available for other purposes and to
execute your business strategy.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
88
10.We note that the projected revenues for 2021 were $7 million, as set forth in the unaudited
prospective financial information management prepared and provided to CF V in
connection with the evaluation of the business combination.  If your actual revenues for
the year ended December 31, 2021, miss this projection, then please update your
disclosure in Liquidity and Capital Resources, and elsewhere, to provide updated
information about the company’s financial position and further risks to the business
operations and liquidity in light of these circumstances.
Exhibits
11.Please request counsel to revise paragraph 3.2 of the legal opinion so as to opine
separately on shares that are currently outstanding and shares that will be issued upon
conversion or exercise of other securities.  Please also request counsel to revise paragraph
3.3 to reflect that the warrant documents have been executed.

 FirstName LastNameEmiliano Kargieman
 Comapany NameSatellogic Inc.
 March 28, 2022 Page 4
 FirstName LastName
Emiliano Kargieman
Satellogic Inc.
March 28, 2022
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jennifer Angelini at 202-551-3047 or Jay Ingram at 202-551-3397 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Flora Pérez

CORRESP
1
filename1.htm

CORRESP

 March 4, 2022

 Via
EDGAR Submission

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Manufacturing

100 F Street, N.E.

 Washington, D.C. 20549

Attention:

Jennifer Angelini

Jay Ingram

Re:

Satellogic Inc.

Registration Statement on Form F-1

Filed February 14, 2022

File No. 333-262699

 Ladies and Gentlemen:

Satellogic Inc. (the “Company” or “Satellogic”) previously filed a Registration Statement on Form F-1 with the Securities and Exchange Commission (the “SEC”) on February 14, 2022 (the “Registration Statement”).

On behalf of the Company, we are writing to respond to the comments to the Registration Statement set forth in the comment letter (the
“Comment Letter”) from the staff of the SEC (the “Staff”) dated February 22, 2022. The Company’s responses below correspond to the captions and numbers of the comments (which are reproduced below in
bold). Capitalized terms used in this letter but not otherwise defined herein have the respective meanings ascribed to them in the Registration Statement.

Registration Statement on Form F-1

General

1.
 Please advise how you assessed your compliance with the SEC’s age of financial statement requirements
for each entity. In your analysis, please address the reason why you excluded financial statements of the registrant, Satellogic Inc.

Response: The Company acknowledges the Staff’s comment and hereby provides the Company’s assessment of the age of financial
statement requirements for each entity.

 Background

On January 25, 2022 (the “Closing Date”), the Company consummated the transactions contemplated by that previously announced
Agreement and Plan of Merger dated as of July 5, 2021 (the “Merger Agreement” and the transactions contemplated by the Merger Agreement, the “Business Combination”), by and among the Company, Satellogic V Inc. (formerly CF
Acquisition Corp. V, “CF V”), Ganymede Merger Sub 1 Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct wholly owned subsidiary of the Company (“Target Merger
Sub”), Ganymede Merger Sub 2 Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“SPAC Merger Sub”), and Nettar Group Inc. (d/b/a Satellogic) (“Nettar”). The Business Combination was
structured as a “double dummy” transaction in that the Company legally acquired 100% of the equity of both CF V and Nettar in exchange for ordinary shares of the Company. The Company is now the holding company and its only assets are the
equity interest in CF V and Nettar.

 The Company was incorporated under the laws of the British Virgin Islands on June 29, 2021 as a
direct wholly owned subsidiary of Nettar. The Company was formed for the sole purpose of entering into and consummating the Business Combination and is consolidated in the Nettar interim balance sheet included in the Registration Statement. Prior to
the Closing Date, the Company had no operations, had only nominal assets and had no liabilities or contingent liabilities, nor any outstanding commitments, other than as described in the Merger Agreement and those certain Subscription Agreements
entered into in connection with the Business Combination.

 Securities and Exchange Commission

March 4, 2022

 Nettar, a business company with
limited liability incorporated under the laws of the British Virgin Islands, began operations in 2010 as a vertically integrated geospatial analytics company.

CF V, a Delaware corporation, was formed on January 23, 2020 as a special purpose acquisition company formed for the purpose of effecting
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Prior to the Closing Date, CF V’s Class A Common Stock was registered with the SEC and listed
on Nasdaq under the symbol “CFV”.

 The Business Combination was accounted for as a capital reorganization under International
Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Under this method of accounting, CF V is treated as the “acquired” company for financial reporting purposes. Accordingly, for
accounting purposes, the Business Combination is treated as the equivalent of the Company issuing shares for the net assets of CF V, accompanied by a recapitalization. Since CF V does not meet the definition of a business in accordance with IFRS 3
(“Business Combinations”), the transaction is accounted for within the scope of IFRS 2 (“Share-based payment”). The merger of Nettar into the Company was accounted for as a reorganization of entities of common control via a
downstream merger.

 Pursuant to the Section 1170.1 of SEC’s Financial Reporting Manual (FRM), designation of an acquired
business as a predecessor is generally not required except where a registrant succeeds to substantially all of the business (or a separately identifiable line of business) of another entity (or group of entities) and the registrant’s own
operations before the succession appear insignificant relative to the operations assumed or acquired. Given that the Company (registrant) succeeded to substantially all of the assets of Nettar, an operating company and the Company had no operations
other than to seeking a business combination, the Company determined that Nettar is the Company’s predecessor. For this reason and given that the Company was formed with nominal assets as a subsidiary of Nettar solely to effect the merger, the
Company’s financial statements were not included in the Form F-4 declared effective prior to the consummation of the Business Combination.

Age of Financial Statement Requirements

Nettar. Financial information of a registrant’s predecessor is required for all periods before the succession, with no lapse in
audited periods or omission of other information required about the registrant. Each of the Company and Nettar qualify as a foreign private issuer (FPI) and emerging growth company (EGC). Pursuant to Item 8 of Form
20-F and FRM 6220.1, with respect to FPIs, (i) audited financial statements for the most recently completed fiscal year must be included in registration statements declared effective three months or more
after fiscal year-end and (ii) interim financial statements are required in a registration statement if the effective date of the registration statement is more than nine months after the end of the last
audited financial year wherein the registration statement should contain consolidated interim financial statements, which may be unaudited, covering at least the first six months of the financial year. As such, assuming the Registration Statement is
declared effective prior to March 31, 2022, the effective Registration Statement will include audited financial statements of Nettar, as predecessor, for the fiscal years ended December 31, 2019 and 2020 and unaudited financial statements
for the six months ended June 30, 2021. After March 31, 2022, the Company understands that the Registration Statement will not be declared effective unless it includes audited financial statements for Nettar for the year ended
December 31, 2021.

 CF V. The Company has determined that CF V could be considered a significant acquired business pursuant to
Section 3-05 of Regulation S-X. Given that CF V was a SEC reporting company as of the Closing Date and Nettar, as the accounting acquirer, does not meet the
requirements of Section 3-01(c) of Regulation S-X, pursuant to FRM 2045.5, the Company plans to file a pre-effective
amendment to the Registration Statement to include the audited financial statements of CF V for the fiscal year ended December 31, 2021. No interim financial statements of CF V will be included in the effective Registration Statement.

Satellogic. The Company has determined that no financial statements of Satellogic are required to be included in the Registration
Statement. As discussed above, Nettar is considered the predecessor to Satellogic and the accounting acquirer in the Business Combination. In addition, at all times prior to the Closing Date including on and for the period ended December 31,
2021, Satellogic was a wholly-owned consolidated

 2

 Securities and Exchange Commission

March 4, 2022

 subsidiary of Nettar, and had no assets, equity
(other than $1.00 of initial capital at inception), liabilities or operations. No financial statements of the Company were included in the Registration Statement on Form F-4 filed by the Company in connection
with the Business Combination (which was declared effective on November 12, 2021) because, in reliance on FRM 1160, the financial statements of the Company, a recently organized registrant with nominal capital, were deemed not to be material to
investors in making their voting/investment decision and were therefore permitted to be omitted. Likewise, the Company believes that because the financial statements of Satellogic for the fiscal year ended December 31, 2021 would again only
reflect the $1.00 of equity and no assets, liabilities or operations, they are immaterial to investors in connection with their decision to purchase the Company’s securities being registered on the Registration Statement and can therefore be
omitted.

 In addition, we believe that the guidance in FRM 1170(b), although not directly applicable, supports the Company’s
determination that its financial statements for periods prior to the Closing Date are immaterial and can be omitted. Specifically, FRM 1170(b) provides that “after the acquisition of a business by a special-purpose acquisition company
registrant (SPAC), the financial statements of the registrant for periods prior to the acquisition may not be required to be included in Forms 10-K and 10-Q once the
financial statements include the period in which the acquisition or recapitalization was consummated. Generally, these financial statements would not be required in cases in which the registrant had only nominal income statement
activity.” The purpose of FRM 1170(b) is to permit registrants to omit financial statements of the registrant to the extent they are no longer material to investors either because financial statements for the period including the closing of
the transaction are available or the registrant had only “nominal income statement activity” during the period. Here, the Company had no income statement activity during the year ended December 31, 2021 and therefore should be
permitted to exclude any Company financial statements for such period, particularly in light of the time and expense the Company would incur to prepare and audit such immaterial financial statements.

Lastly, given that the Company was formed on June 29, 2021 and was a wholly-owned subsidiary of Netter, its financial condition and
results are reflected in Nettar’s unaudited consolidated financial statements that are included in the Registration Statement. Similarly, Nettar’s audited financial statements for the year ended December 31, 2021, which will be
included in the Prospectus included in the Registration Statement through either a pre- or post-effective amendment, as the case may be, will include the Company’s financial condition and results for the
year ended December 31, 2021.

 Exhibits

2.
 Please file an opinion as to the legality of the securities being registered as an exhibit to the
registration statement. See Item 601(b)(5) of Regulation S-K.

Response: In response to the Staff’s comment, the Company confirms that it will file an opinion from Greenberg Traurig, LLP opining
as to the legality of the Company’s Warrants being registered under the Registration Statement and from Maples and Calder opining on the legality of the Company’s Ordinary Shares being registered under the Registration Statement, the forms
of which are attached hereto as Exhibit A and Exhibit B, respectively.

*    *    *    *    *    *
 *    *    *

 We hope that the above has been responsive to the
Staff’s comments. Should you have any questions relating to the foregoing, please feel free to contact the undersigned at (954) 768-8210 or perezf@gtlaw.com.

Very truly yours,

Flora R. Perez, Esq.

 3

 Securities and Exchange Commission

March 4, 2022

cc:
 Rick Dunn, Satellogic Inc.

Rebeca Brandys, Satellogic Inc.

Ruairi Bourke, Maples and Calder

 4

 Exhibit A

[     ], 2022

 Ruta 8 Km 17,500, Edificio
300

 Oficina 324 Zonamérica

 Montevideo, 91600,
Uruguay

Re:
 Registration Statement of Satellogic Inc. on Form F-1 (Registration
No. 333-262699)

 Ladies and Gentlemen:

We have acted as United States counsel to Satellogic Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands
(“Satellogic”), in connection with the registration by Satellogic with the United States Securities and Exchange Commission (the “Commission”) of, among other things, (i) 533,333 warrants entitling the holder to
purchase one Satellogic Class A Ordinary Share (each, a “Class A Ordinary Share”) at an exercise price of $11.50 per Class A Ordinary Share (the “$11.50 Warrants”), (ii) 5,000,000
warrants to purchase Class A Ordinary Shares at an exercise price of $10.00 per Class A Ordinary Share (the “$10.00 Liberty Share Warrants”), (iii) 2,500,000 warrants to purchase Class A Ordinary Shares at an exercise
price of $10.00 per Class A Ordinary Shares (the “$10.00 Liberty Advisory Fee Warrants” together with the $10.00 Liberty Share Warrants the “$10.00 Liberty Warrants”), (iv) $15,000,000 warrants to purchase
Class A Ordinary Shares at an exercise price of $15.00 per Class A Ordinary Share (the “$15.00 Liberty Warrants”), (v) 2,500,000 warrants to purchase Class A Ordinary Shares at an exercise price of $20.00 per
Class A Ordinary Share (the “PIPE Warrants”) and (vi) a warrant to purchase 15,931,360 Class A Ordinary Shares at an exercise price of $2.51635975 per Class A Ordinary Share (the “Columbia
Warrants” together with the $11.50 Warrants, the $10.00 Liberty Warrants, the $15.00 Liberty Warrants and the PIPE Warrants, the “Warrants”) each pursuant to a Registration Statement on Form
F-4, Registration No. 333-262699, initially filed by Satellogic with the Commission on February 14, 2022 (as amended, the “Registration
Statement”).

 The $11.50 Warrants are governed by the Warrant Agreement, dated January 28, 2021, by and between CF Acquisition Corp. V
(“CF V”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”), pursuant to which the original warrants of CF V (the “Original Warrants”) were issued
(the “Original $11.50 Warrant Agreement”), as modified by the Warrant Assumption Agreement (the “$11.50 Warrant Assumption Agreement”) entered into by and among CF V, Satellogic and the Warrant Agent on
January 25, 2022. The $10.00 Liberty Share Warrants and the $15.00 Liberty Warrants are governed by the Warrant Agreement, dated February 10, 2022 by and between Satellogic and the Warrant Agent (the “$10.00 and $15.00 Liberty
Warrant Agreement”). The $10.00 Liberty Advisory Fee Warrants are governed by the Warrant Agreement, dated February 10, 2022 by and between Satellogic and the Warrant Agent (the “Advisory Fee Liberty Warrant
Agreement”). The PIPE Warrants are governed by the Warrant Agreement, dated January 25, 2022 by and between Satellogic and the Warrant Agent (the “PIPE Warrant Agreement”). The Columbia Warrants are governed by the
Warrant to Purchase Shares, March 8, 2021 by and between Nettar Group Inc. and the Columbia River Investment Limited as amended and modified from time to time thereto (the “Columbia Warrant Agreement” together with the Original
$11.50 Warrant Agreement, the $10.00 and $15.00 Liberty Warrant Agreement, the Advisory Fee Liberty Warrant Agreement and the PIPE Warrant Agreement, the “Warrant Agreements”).

We have examined the Warrant Agreements, the $11.50 Warrant Assumption Agreement an

United States securities and exchange commission logo
February 22, 2022
Emiliano Kargieman
Chief Executive Officer
Satellogic Inc.
Ruta 8 Km 17,500, Edificio 300
Oficina 324 Zonamérica
Montevideo, 91600, Uruguay
Re:Satellogic Inc.
Registration Statement on Form F-1
Filed February 14, 2022
File No. 333-262699
Dear Mr. Kargieman:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-1
General
1.Please advise how you assessed your compliance with the SEC's age of financial
statement requirements for each entity.  In your analysis, please address the reason why
you excluded financial statements of the registrant, Satellogic Inc.
Exhibits
2.Please file an opinion as to the legality of the securities being registered as an exhibit to
the registration statement.  See Item 601(b)(5) of Regulation S-K.

 FirstName LastNameEmiliano Kargieman
 Comapany NameSatellogic Inc.
 February 22, 2022 Page 2
 FirstName LastName
Emiliano Kargieman
Satellogic Inc.
February 22, 2022
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jennifer Angelini at 202-551-3047 or Jay Ingram at 202-551-3397 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Flora Pérez

CORRESP
1
filename1.htm

CORRESP

 November 10, 2021

Via EDGAR Submission

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

Andi Carpenter

Kevin Stertzel

Asia Timmons-Pierce

Jay Ingram

Re:

Satellogic Inc.

Amendment No. 3 to Registration Statement on Form F-4

Filed November 5, 2021

File No. 333-258764

 Ladies and Gentlemen:

Satellogic Inc. (the “Company”) previously filed Amendment No. 3 to Registration Statement on Form F-4 with the Securities and Exchange Commission (the “SEC”) on November 5, 2021 (the “Registration Statement”).

On behalf of the Company, we are writing to respond to the comments set forth in the comment letter (the “Comment Letter”)
from the staff of the SEC (the “Staff”) dated November 9, 2021. The Company’s responses below correspond to the captions and numbers of the comments (which is reproduced below in bold). Simultaneously with the submission
of this letter, the Company is filing Amendment No. 4 to the Registration Statement (the “Amended Registration Statement”) in response to the Staff’s comments. Capitalized terms used in this letter but not otherwise
defined herein have the respective meanings ascribed to them in the Amended Registration Statement.

 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.

 Response: In response to the Staff’s comment, the Company has revised its disclosure on page
236 of the Amended Registration Statement to clarify that the nomination right is pursuant to a written agreement and has filed the agreement as Exhibit 10.11 to the Amended 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 from all of your auditors. Refer to Item 601(b)(23) of Regulation S-K for guidance.

Response: In response to the Staff’s comment, the Company has filed a currently dated consents of WithumSmith+Brown, PC and
Pistrelli, Henry Martin y Asociados S.R.L. as Exhibit 23.1 and Exhibit 23.2, respectively, to the Amended Registration Statement.

 Securities and Exchange Commission

November 10, 2021

 Signatures, page II-5

3.
 Please revise to include the appropriate signatures. See Instructions 1 and 2 for signatures on Form F-4.

 Response: In response to the Staff’s comment, the Company has
included the appropriate signatories on the signature page to the Amended Registration Statement.

*    *    *    *    *    *
 *    *    *

 We hope that the above has been responsive to the
Staff’s comments. Should you have any questions relating to the foregoing, please feel free to contact the undersigned at (954) 768-8210 or perezf@gtlaw.com.

Very truly yours,

Flora R. Perez, Esq.

cc:
 Rick Dunn, Satellogic Inc.

Adam Brajer, CF Acquisition Corp. V

Javad Husain, Hughes Hubbard & Reed LLP

 2

CORRESP
1
filename1.htm

CORRESP

 November 10, 2021

Via EDGAR Submission

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

 Andi Carpenter

 Kevin Stertzel

Asia Timmons-Pierce

 Jay Ingram

Re:

 Satellogic Inc.

 Registration Statement on Form F-4

 File No. 333-258764

 Ladies and Gentlemen:

Reference is made to the Registration Statement on Form F-4 (File No. 333-258764) initially filed by Satellogic Inc. (the “Company”) with the U.S. Securities and Exchange Commission on August 12, 2021, as amended (the “Registration Statement”).

The Company hereby requests the Registration Statement be made effective at 4:00 p.m., Eastern Time, on November 12, 2021, or as soon as
possible thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended.

 Once the Registration Statement is
effective, please confirm effectiveness with our counsel, Greenberg Traurig, P.A., by calling Flora Perez at 954-768-8210.

 Very truly yours,

 Satellogic Inc.

 By:

 /s/ Rick Dunn

 Name:  Rick Dunn

 Title:    Chief Financial Officer and Director

cc:
 Flora Perez, Greenberg Traurig, P.A.

 Adam Brajer, CF Acquisition Corp. V

 Javad Husain, Hughes Hubbard & Reed LLP

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 Zonamérica
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

 FirstName LastNameRick Dunn
 Comapany NameSatellogic Inc.
 November 9, 2021 Page 2
 FirstName LastName
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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 November 4, 2021

Via EDGAR Submission

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Andi Carpenter

Kevin Stertzel

 Asia
Timmons-Pierce

 Jay Ingram

Re:
 Satellogic Inc.

Amendment No. 2 to Registration Statement on Form F-4

Filed October 19, 2021

File No. 333-258764

Ladies and Gentlemen:

 Satellogic Inc. (the
“Company”) previously filed Amendment No. 2 to Registration Statement on Form F-4 with the Securities and Exchange Commission (the “SEC”) on October 19, 2021 (the
“Registration Statement”).

 On behalf of the Company, we are writing to respond to the comment set forth in the comment
letter (the “Comment Letter”) from the staff of the SEC (the “Staff”) dated November 3, 2021. The Company’s response below corresponds to the caption and number of the comment (which is reproduced below in
bold). Simultaneously with the submission of this letter, the Company is filing Amendment No. 3 to the Registration Statement (the “Amended Registration Statement”) in response to the Staff’s comment. Capitalized terms
used in this letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration Statement.

 Registration
Statement on Form F-4

 Nettar Group Inc. Unaudited Financial Statements

2 Revenue from Contracts and Contract Liabilities, page F-7

1.
 We note you recognized revenue of $1,706 thousand for the six months ended June 30, 2021. At a
minimum, please address the following:

•

 Describe your company’s performance obligations.

•

 Discuss if your company recognizes revenue over time or at a point in time.

•

 Describe how you determine and allocate transaction prices.

•

 Describe any variable consideration and how you account for such items.

Refer to paragraphs 110 through 129 of IFRS 15 and revise your disclosure accordingly.

Response: In response to the Staff’s comment, the Company has revised disclosure on pages F-6 and F-9 of the Amended Registration
Statement.

*    *    *    *    *    *
 *    *    *

 Securities and Exchange Commission

November 4, 2021

 We hope that the above has been responsive to the Staff’s comments. Should you have any
questions relating to the foregoing, please feel free to contact the undersigned at (954)768-8210 or perezf@gtlaw.com.

Very truly yours,

Flora R. Perez, Esq.

cc:
 Rick Dunn, Satellogic Inc.

Adam Brajer, CF Acquisition Corp. V

Javad Husain, Hughes Hubbard & Reed LLP

United States securities and exchange commission logo
November 3, 2021
Rick Dunn
Chief Financial Officer
Satellogic Inc.
Ruta 8 Km 17,500, Edificio 300
Oficina 324 Zonamérica
Montevideo, 91600, Uruguay
Re:Satellogic Inc.
Amendment No. 2 to Registration Statement on Form F-4
Filed October 19, 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.
Registration Statement on Form F-4
Nettar Group Inc. Unaudited Financial Statements
2 Revenue from Contracts and Contract Liabilities, page F-7
1.We note you recognized revenue of $1,706 thousand for the six months ended June 30,
2021. At a minimum, please address the following:
•Describe your company's performance obligations.
•Discuss if your company recognizes revenue over time or at a point in time.
•Describe how you determine and allocate transaction prices.
•Describe any variable consideration and how you account for such items
Refer to paragraphs 110 through 129 of IFRS 15 and revise your disclosure accordingly.
            You may contact Andi Carpenter at 202-551-3645 or Kevin Stertzel at 202-551-3723 if

 FirstName LastNameRick Dunn
 Comapany NameSatellogic Inc.
 November 3, 2021 Page 2
 FirstName LastName
Rick Dunn
Satellogic Inc.
November 3, 2021
Page 2
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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 October 19, 2021

Via EDGAR Submission

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

Andi Carpenter

Kevin Stertzel

Asia Timmons-Pierce

Jay Ingram

Re:

Satellogic Inc.

Amendment No. 1 to Registration Statement on Form F-4

Filed September 24, 2021

File No. 333-258764

 Ladies and Gentlemen:

Satellogic Inc. (the “Company”) previously filed Amendment No. 1 to Registration Statement on Form F-4 with the Securities and Exchange Commission (the “SEC”) on September 24, 2021 (the “Registration Statement”).

On behalf of the Company, we are writing to respond to the comments to the Registration Statement set forth in the comment letter (the
“Comment Letter”) from the staff of the SEC (the “Staff”) dated October 8, 2021. The Company’s responses below correspond to the captions and numbers of those comments (which are reproduced below in bold).
Simultaneously with the submission of this letter, the Company is filing Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”) in response to the Staff’s comments. Capitalized terms used
in this letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration Statement.

 Registration
Statement on Form F-4

 General

1.
 We note your response to prior comment 1 and reissue our comment. The table provided appears to only reflect
the equity stake and not the per share value of the shares owned by non-redeeming shareholders. Please also ensure that you reflect the implied per share value assuming exercise of CF V Warrants, PIPE Warrants
or PubCo Warrants.

 Response: In response to the Staff’s comment, the Company has revised the disclosure
on page 61 of the Amended Registration Statement.

2.
 We note your response to prior comment 4 and reissue our comment. Please revise page 18 to include the
requested information.

 Response: In response to the Staff’s comment, the Company has revised the
disclosure on page 18 of the Amended Registration Statement.

3.
 We note your response to prior comment 7. Please clarify whether recent common stock trading prices exceed
the threshold that would allow the company to redeem public warrants.

 Securities and Exchange Commission

October 19, 2021

 Response: In response to the Staff’s comment, the Company has revised the
disclosure on pages 24 and 109 of the Amended Registration Statement.

 What interests do CF V’s current officers and directors have in the
Business Combination?, page 20

4.
 We note your response to prior comment 10. Please revise to disclose the amount that the Sponsor paid for
the Founder Shares.

 Response: In response to the Staff’s comment, the Company has revised the disclosure
on pages 21, 49, 93, 135, 177 and 243 of the Amended Registration Statement.

 The Sponsor, the Company Shareholders and the holders of Convertible
Notes, page 106

5.
 We note your response to prior comment 15. Please include the information in the last sentence of your
response in your revised disclosures.

 Response: In response to the Staff’s comment, the Company has
revised the disclosure on pages 22, 50, 94, 136 and 178 of the Amended Registration Statement.

 Certain Forecasted Information for the Company, page
167

6.
 We note your response to prior comment 18. Please revise your disclosure to include the information provided
in the last two paragraphs of your response letter.

 Response: In response to the Staff’s comment, the
Company has revised the disclosure on page 172 of the Amended Registration Statement.

 Customers, page 201

7.
 Please revise to disclose the material terms of your contract with ABDAS.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 205 of the Amended Registration
Statement.

 Financial Statements, page F-1

8.
 Please update Nettar Group, Inc.’s financial statements in accordance with the instructions Item 8.A.5
of Form 20-F. Similarly, update the financial statements of CF Acquisition Corp. V with the most recent quarterly financial statements.

Response: In response to the Staff’s comment, the Company has updated the financial statements of Nettar Group, Inc. in the Amended
Registration Statement in accordance with the instructions Item 8.A.5 of Form 20-F and has updated the financial statements of CF Acquisition Corp. V with the most recent quarterly financial statements.

*    *    *    *    *    *
 *    *    *

 We hope that the above has been responsive to the
Staff’s comments. Should you have any questions relating to the foregoing, please feel free to contact the undersigned at (954)768-8210 or perezf@gtlaw.com.

Very truly yours,

/s/ Flora R. Perez, Esq.

Flora R. Perez, Esq.

 2

 Securities and Exchange Commission

October 19, 2021

cc:
 Rick Dunn, Satellogic Inc.

Adam Brajer, CF Acquisition Corp. V

Javad Husain, Hughes Hubbard & Reed LLP

 3

United States securities and exchange commission logo
October 8, 2021
Rick Dunn
Chief Financial Officer
Satellogic Inc.
Ruta 8 Km 17,500, Edificio 300
Oficina 324 Zonamérica
Montevideo, 91600, Uruguay
Re:Satellogic Inc.
Amendment No. 1 to
Registration Statement on Form F-4
Filed September 24, 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.  Unless we note
otherwise, our references to prior comments are to comments in our September 8, 2021 letter.
Amendment No. to Form F-4
General
1.We note your response to prior comment 1 and reissue our comment.  The table provide
appears to only reflect the equity stake and not the per share value of the shares owned by
non-redeeming shareholders.  Please also ensure that you reflect the implied per share
value assuming exercise of CF V Warrants, PIPE Warrants or PubCo Warrants.
2.We note your response to prior comment 4 and reissue our comment.  Please revise page
18 to include the requested information.

 FirstName LastNameRick Dunn
 Comapany NameSatellogic Inc.
 October 8, 2021 Page 2
 FirstName LastName
Rick Dunn
Satellogic Inc.
October 8, 2021
Page 2
3.We note your response to prior comment 7.  Please clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants.
Q. What interests do CF Vs current officers and directors have in the Business Combination?,
page 20
4.We note your response to prior comment 10.  Please revise to disclose the amount that the
Sponsor paid for the Founder Shares.
The Sponsor, the Company Shareholders and the holders of Convertible Notes, page 106
5.We note your response to prior comment 15.  Please include the information in the last
sentence of your response in your revised disclosures.
Certain Forecasted Information for the Company, page 167
6.We note your response to prior comment 18.  Please revise your disclosure to include the
information provided in the last two paragraphs of your response letter.
Customers, page 201
7.Please revise to disclose the material terms of your contract with ABDAS.
Financial Statements, page F-1
8.Please update Nettar Group, Inc.'s financial statements in accordance with the instructions
Item 8.A.5 of Form 20-F.  Similarly, update the financial statements of CF Acquisition
Corp. V with the most recent quarterly financial statements.
            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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 September 24, 2021

Via EDGAR Submission

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

Andi Carpenter

Kevin Stertzel

Asia Timmons-Pierce

Jay Ingram

Re:

Satellogic Inc.

Registration Statement on Form F-4

Filed August 12, 2021

File No. 333-258764

 Ladies and Gentlemen:

Satellogic Inc. (the “Company”) previously filed a registration statement on Form F-4
with the Securities and Exchange Commission (the “SEC”) on August 12, 2021 (the “Registration Statement”).

On behalf of the Company, we are writing to respond to the comments set forth in the comment letter (the “Comment Letter”)
from the staff of the SEC (the “Staff”) dated September 8, 2021. The Company’s responses below correspond to the captions and numbers of those comments (which are reproduced below in bold). Simultaneously with the
submission of this letter, the Company is filing Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”) in response to the Staff’s comments. Capitalized terms used in this letter but not
otherwise defined herein have the respective meanings ascribed to them in the Amended Registration Statement.

 Registration Statement on Form F-4

 General

1.
 Revise your disclosure to show the potential impact of redemptions on the per share value of the shares
owned by non-redeeming shareholders by including a sensitivity analysis showing a range of redemption scenarios, including minimum, maximum and interim redemption levels.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 16, 23 and 98 of the Amended
Registration Statement.

2.
 We note that certain shareholders agreed to waive their redemption rights. Please describe any consideration
provided in exchange for this agreement.

 Response: In response to the Staff’s comment, the Company has
revised the disclosure on pages 24, 47, 130, 136 and 180 of the Amended Registration Statement.

3.
 It appears that underwriting fees remain constant and are not adjusted based on redemptions. Revise your
disclosure to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 94 of the Amended Registration
Statement.

 Securities and Exchange Commission

September 24, 2021

4.
 Please revise to disclose all possible sources and extent of dilution that shareholders who elect not to
redeem their shares may experience in connection with the business combination. Provide disclosure of the impact of each significant source of dilution, including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 98 and 105 of the Amended
Registration Statement.

5.
 Your charter waived the corporate opportunities doctrine. Please address this potential conflict of interest
and whether it impacted your search for an acquisition target.

 Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 20, 48, 90, 131, 157 and 174 of the Amended Registration Statement.

6.
 Please revise the conflicts of interest discussion so that it highlights all material interests in the
transaction held by the sponsor and the company’s officers and directors. This could include fiduciary or contractual obligations to other entities as well as any interest in, or affiliation with, the target company. In addition, please clarify
how the board considered those conflicts in negotiating and recommending the business combination.

 Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 20, 48, 90, 131 and 174 of the Amended Registration Statement. CF Acquisition Corp. V (“CF V”) does not believe that the conflicts disclosed in
the Amended Registration Statement impacted its negotiation and execution of the Merger Agreement, and its recommendation to CF V’s stockholders in favor of the Business Combination Proposal.

7.
 Please highlight the material risks to public warrant holders, including those arising from differences
between private and public warrants. Clarify whether recent common stock trading prices exceed the threshold that would allow the company to redeem public warrants. Clearly explain the steps, if any, the company will take to notify all shareholders,
including beneficial owners, regarding when the warrants become eligible for redemption.

 Response: In
response to the Staff’s comment, the Company has revised the disclosure on pages 23 and 107 of the Amended Registration Statement.

8.
 Disclose the material risks to unaffiliated investors presented by taking the company public through a
merger rather than an underwritten offering. These risks could include the absence of due diligence conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on page 93 of the
Amended Registration Statement.

9.
 Please highlight material differences in the terms and price of securities issued at the time of the IPO as
compared to private placements contemplated at the time of the business combination. Disclose if the SPAC’s sponsors, directors, officers or their affiliates will participate in the private placement.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 16 of the Amended Registration
Statement.

 2

 Securities and Exchange Commission

September 24, 2021

 The Company respectfully advises the Staff that there are no material differences between the
terms of the PubCo Class A Ordinary Shares being issued in exchange for the CF V Class A Common Stock issued in CF V’s initial public offering (the “IPO”) and the PubCo Class A Ordinary Shares being issued in the PIPE
Investment. In the IPO, each CF V Unit, consisting of one share of CF V Class A Common Stock and one-third of one CF V Warrant, was purchased for $10.00, whereas in the PIPE Investment, each PubCo
Ordinary Share will be purchased for $10.00 per share. In addition, Additional PIPE Shares may be issued to the PIPE Investors if the Adjustment Period VWAP is less than $10.00 per share (as further described on page 153 of the Amended Registration
Statement), and one PIPE Investor agreed to subject its PIPE Shares to a two year lock-up, in exchange for which such investor will receive PIPE Warrants for no additional payment (as further described on page
153 of the Amended Registration Statement). The Company has revised the disclosure on page 153 of the Amended Registration Statement accordingly.

The Sponsor (which is controlled by Howard W. Lutnick, CF V’s Chairman and Chief Executive Officer), will participate in the PIPE
Investment as disclosed on the cover page and pages 16, 21, 35, 49, 91, 105, 123, 132, 175 and 236 of the Amended Registration Statement. None of CF V’s officers, directors, or other affiliates are subscribing for shares in the PIPE Investment.

10.
 Please quantify the aggregate dollar amount and describe the nature of what the sponsor and its affiliates
have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket expenses for
which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s officers and directors, if material.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 20, 48, 90, 131 and 174 of the
Amended Registration Statement.

11.
 Please highlight the risk that the sponsor will benefit from the completion of a business combination and
may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 20, 48, 90, 131 and 174 of the
Amended Registration Statement.

12.
 Please prominently disclose Nettar’s current level of indebtedness.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 37, 157, 223 and 238 of the Amended
Registration Statement.

 What interests do CF V’s current officers and directors have in the Business Combination?, page 20

13.
 Please revise the ninth bullet to quantify the discount and to disclose the type and number of securities.
Please also disclose that the Sponsor is entitled to receive up to 250,000 FPC Additional Shares.

 Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 20, 48, 90, 131 and 174 of the Amended Registration Statement.

PIPE Subscription Agreements, page 32

14.
 Please revise to quantify the maximum number of PIPE Additional Shares that may be issued.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 21, 35,
37, 49, 91, 133, 153 and 175 of the Amended Registration Statement.

 3

 Securities and Exchange Commission

September 24, 2021

 Risk Factors, page 58

15.
 Please include risk disclosure regarding the PIPE Additional Shares, FPC Additional Shares and Series X
additional shares including any dilution risks and disclose the maximum number of shares that may be issued. Clarify whether recent common stock trading prices would meet the threshold for issuance of these additional shares.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on page 106 of the
Amended Registration Statement. Based on the closing price of CF V Class A Common Stock on September 23, 2021, Additional Shares would be issued to the PIPE Investors, the Sponsor, and the Company X Shareholders and a corresponding number
of shares held by the Sponsor, the Company Shareholders and the holders of Convertible Notes would be forfeited and cancelled.

 Background of the
Business Combination, page 150

16.
 Please revise your disclosure in this section to include negotiations relating to material terms of the
transaction, including, but not limited to, structure, valuation, consideration, minimum cash amount, proposals and counter-proposals, and size of PIPE. In your revised disclosure, please explain the reasons for the terms, each party’s position
on the issues, and how you reached agreement on the final terms.

 Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 157, 159 and 161 of the Amended Registration Statement.

 Certain Forecasted Information for
the Company, page 160

17.
 We note your disclosure that the financial projections reflects assumptions with respect to general
business, economic, regulatory, market and financial conditions and other factors. Please revise to describe such assumptions with greater specificity and quantify where practicable. Please disclose any other information to facilitate investor
understanding of the basis for and limitations of these projections. Please specifically address the significant differences in your historical revenue and market share from your future projections, including those that are multiple years into the
future.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on pages
168 and 169 of the Amended Registration Statement.

18.
 We note that the projections were initially prepared in December 2020 and updated periodically in February,
March and April 2021. Please tell us whether projections included are materially the same as the draft projections. If they are materially different, please explain to us these differences, including different assumptions, what changes were made and
why.

 Response: In response to the Staff’s comment, we supplementally advise the Staff that the Company
provided the following projections to CF V in December 2020:

 Initial Projections (December 2020)

 $MM

2021E

2022E

2023E

2024E

2025E

 Revenue

34

83

175

371

774

 Adj. EBITDA

6

31

73

174

393

 4

 Securities and Exchange Commission

September 24, 2021

 The Company updated the projections in February, March, April, and July 2021 to reflect
adjustments to expected Government and D&I 2021 revenue and updated cost assumptions relating to sales and R&D. The revenue projections for 2021, 2022, and 2023 decreased primarily as a result of removing a large potential contract in our
Government and D&I near-term sales pipeline, which the Company estimated would provide recurring revenues in each of those years. The opportunity still exists and the revenue from it is expected to be derived in 2024 and 2025.

Adjusted EBITDA projections changed primarily as a result of the decrease in forecasted revenue (described above). In addition, the Company
reviewed its expense assumptions relating to sales headcount for Government and D&I sales, and decreased R&D spend projections based on an updated engineering plan.

19.
 You currently have a backlog of $38 million in signed contracts and you forecast approximately
$800 million in revenue by 2025. There is no disclosure to support this pipeline of revenue opportunity nor is there any disclosure justifying management’s ability to convert contracted revenues and the pipeline of potential contracts into
actual revenues. Since you will need to generate over $100 million in annual revenue to meet your goal of profitability within 2 years, we would expect to see enhanced and prominent disclosure supporting the company’s ability to achieve
these metrics.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on
pages 168 and 169 of the Amended Registration Statement.

20.
 Refer to the following disclosure: [t]he forecasts . . . were not intended for third-party use, including by
investors or holders. You are cautioned not to rely on the forecasts in making a decision regarding the transaction . . . .” Please explain the extent to which you are cautioning investors regarding their rights under the federal securities
laws and tell us the basis for your apparent belief that you can limit investors’ reliance on the disclosure in your prospectus in this manner.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 168 of the Amended Registration
Statement.

 Beneficial Ownership Of Securities, page 223

21.
 Please include footnotes that provide the information required by Item 7.A.3 of Form 20-F.

 Response: In response to the Staff’s comment, the Company has
revised the disclosure on pages 233 and 234 of the Amended Registration Statement.

 Exhibits

22.
 We note your disclosure that Nettar entered into a multi-launch agreement with SpaceX. Please file the
agreement as an exhibit.

 Response: In response to the Staff’s comment, the Company respectfully submits
that it does not believe it is required to file the Multiple Launch Agreement (the “SpaceX Agreement”) between Satellogic and SpaceX referenced on pages 64, 78, 201, 205 and 206. Item 601 of Regulation S-K under the Securities Act of 1933, as amended, provides that material agreements not made in the ordinary course of business should be filed as an exhibit to a filed report. According to Item 601(b)(10), a
contract that ordinarily accompanies the kind of business conducted by the registrant and its subsidiaries will be deemed to have been made in the ordinary course of business. With certain exceptions, agreements made in the ordinary course
of business need not b

United States securities and exchange commission logo
September 8, 2021
Rick Dunn
Chief Financial Officer
Satellogic Inc.
Ruta 8 Km 17,500, Edificio 300
Oficina 324 Zonamérica
Montevideo, 91600, Uruguay
Re:Satellogic Inc.
Registration Statement on Form F-4
Filed August 12, 2021
File No. 333-258764
Dear Mr. Dunn:
            We have reviewed your 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.
Registration Statement on Form F-4
General
1.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemption levels.
2.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.
3. It appears that underwriting fees remain constant and are not adjusted based on
redemptions. Revise your disclosure to disclose the effective underwriting fee on a

 FirstName LastNameRick Dunn
 Comapany NameSatellogic Inc.
 September 8, 2021 Page 2
 FirstName LastNameRick Dunn
Satellogic Inc.
September 8, 2021
Page 2
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
4.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.

5.Your charter waived the corporate opportunities doctrine. Please address this potential
conflict of interest and whether it impacted your search for an acquisition target.

6.Please revise the conflicts of interest discussion so that it highlights all material interests
in the transaction held by the sponsor and the company’s officers and directors. This could
include fiduciary or contractual obligations to other entities as well as any interest in, or
affiliation with, the target company. In addition, please clarify how the board considered
those conflicts in negotiating and recommending the business combination.

7.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants. Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.

8.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering. These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
9.Please highlight material differences in the terms and price of securities issued at the time
of the IPO as compared to private placements contemplated at the time of the business
combination. Disclose if the SPAC’s sponsors, directors, officers or their affiliates will
participate in the private placement.
10.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the company’s officers and directors, if material.
11.Please highlight the risk that the sponsor will benefit from the completion of a business

 FirstName LastNameRick Dunn
 Comapany NameSatellogic Inc.
 September 8, 2021 Page 3
 FirstName LastNameRick Dunn
Satellogic Inc.
September 8, 2021
Page 3
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
12.Please prominently disclose Nettar's current level of indebtedness.
What interests do CF V's current officers and directors have in the Business Combination?, page
20
13.Please revise the ninth bullet to quantify the discount and to disclose the type and number
of securities. Please also disclose that the Sponsor is entitled to receive up to 250,000 FPC
Additional Shares.
PIPE Subscription Agreements, page 32
14.Please revise to quantify the maximum number of PIPE Additional Shares that may be
issued.
Risk Factors, page 58
15.Please include risk disclosure regarding the PIPE Additional Shares, FPC Additional
Shares and Series X additional shares including any dilution risks and disclose the
maximum number of shares that may be issued. Clarify whether recent common stock
trading prices would meet the threshold for issuance of these additional shares.
Background of the Business Combination, page 150
16.Please revise your disclosure in this section to include negotiations relating to material
terms of the transaction, including, but not limited to, structure, valuation, consideration,
minimum cash amount, proposals and counter-proposals, and size of PIPE. In your revised
disclosure, please explain the reasons for the terms, each party's position on the issues,
and how you reached agreement on the final terms.
Certain Forecasted Information for the Company, page 160
17.We note your disclosure that the financial projections reflects assumptions with respect to
general business, economic, regulatory, market and financial conditions and other factors.
Please revise to describe such assumptions with greater specificity and quantify where
practicable. Please disclose any other information to facilitate investor understanding of
the basis for and limitations of these projections. Please specifically address the significant
differences in your historical revenue and market share from your future projections,
including those that are multiple years into the future.
18.We note that the projections were initially prepared in December 2020 and updated
periodically in February, March and April 2021.  Please tell us whether
projections included are materially the same as the draft projections.  If they are materially
different, please explain to us these differences, including different assumptions, what
changes were made and why.

 FirstName LastNameRick Dunn
 Comapany NameSatellogic Inc.
 September 8, 2021 Page 4
 FirstName LastName
Rick Dunn
Satellogic Inc.
September 8, 2021
Page 4
19.You currently have a backlog of $38 million in signed contracts and you forecast
approximately $800 million in revenue by 2025.  There is no disclosure to support this
pipeline of revenue opportunity nor is there any disclosure justifying management's ability
to convert contracted revenues and the pipeline of potential contracts into actual
revenues.  Since you will need to generate over $100 million in annual revenue to meet
your goal of profitability within 2 years, we would expect to see enhanced and prominent
disclosure supporting the company's ability to achieve these metrics.
20.Refer to the following disclosure: [t]he forecasts . . . were not intended for third-party use,
including by investors or holders. You are cautioned not to rely on the forecasts in making
a decision regarding the transaction . . . ."  Please explain the extent to which you are
cautioning investors regarding their rights under the federal securities laws and tell us the
basis for your apparent belief that you can limit investors' reliance on the disclosure in
your prospectus in this manner.
Beneficial Ownership Of Securities, page 223
21.Please include footnotes that provide the information required by Item 7.A.3 of Form 20-
F.
Exhibits
22.We note your disclosure that Nettar entered into a multi-launch agreement with SpaceX.
Please file the agreement as an exhibit.
23.Please file the agreement with ABDAS.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing