At the time Satellogic (NASDAQ: SATL) went public through its SPAC business combination, Hannover Holdings S.A. held promissory notes with an aggregate principal amount of $22.5 million. Hannover’s promissory notes were convertible into 2,232,463 company preference shares of Satellogic stock, which, along with 51,700 ordinary shares and 149,817 preference shares, were expected to give Hannover approximately 9% ownership of Satellogic stock at the time of SPAC combination. Although Satellogic accepted this financing, Hannover’s beneficiary ownership was unknown to Satellogic Inc.
Prior to the business combination, Hannover Holdings dissented to the merger and moved to have its shareholdings, including convertible notes, bought out at fair value. This resulted in a lawsuit previously disclosed in Satellogic’s SEC filings. The Eastern Caribbean Supreme Court ruled against Hannover Holdings because the notes had not yet converted. However, prior to the business combination, Hannover Holdings elected to sell its ordinary shares and preference shares, which Satellogic purchased from them for $5,853,000.
Hannover correspondence lists an address in Luxembourg and is signed by Giovanni Dell’Orto. An individual named Giovanni Dell’Orto is identified online as an Argentinian and Italian citizen residing in Switzerland. Luxembourg corporate entity records identify Hannover Holdings S.A. as entity number B123239 and created on January 11, 2007. Records from Italian criminal proceedings identify an individual with the same name, Giovanni Dell’Orto, was sentenced to 18 months imprisonment for “committing the offences of aggravated embezzlement and unlawful financing of political parties.” Apparently, more specifically, it was found: “Mr Dell’Orto and the other accused persons embezzled large sums of money belonging to those companies by obtaining remuneration for fictional consultancy activities provided to offshore companies.” According to the same document, “Mr Dell’Orto appropriated for himself a sum of EUR 1 064 069.78.”
Following the Satellogic SPAC business combination, Hannover Holdings’ preference shares converted into ordinary shares. A Satellogic SEC filing disclosed that post-combination, Hannover held 7,558,158 shares of Satellogic, amounting to 10.7% of all outstanding stock. However, a later Hannover filing corrected this number to 7,513,892 shares.
An SEC Schedule 13D identifies Giovanni Dell’Orto as the Chairman of Hannover Holdings S.A., as well as President of both Baitcon Investments LTD and Ellipse Global Holdings Ltd., and Director of Tanhill Management Limited. The same document states Baitcon is a BVI entity holding 80% of the shares of Hannover. Ellipse Global is also a BVI entity sharing an address with Baitcon and is the sole shareholder of Baitcon. Tanhill Management Limited is a private trust company registered in The Bahamas and is indirectly the sole owner of Hannover. Two Directors, Giovanni Dell’Orto and Justine Markovitz, manage Tanhill. Hannover Holdings, owning more than 4% of Satellogic, was allowed to nominate one board member. Hannover Holdings nominated Miguel Gutiérrez.
Hannover after Satellogic going public soon found itself sitting on a significant loss. Loaning $22.5 million and netting $5.9 million through objecting to the merger, left Hannover with approximately $16.6 million net exposed and holding approximately 7.5 million shares. Prior to President Trump’s re-election, Satellogic shares traded around $1.00, leaving Hannover’s investment marked at a $9.1 million loss. However, Satellogic stock reached as high as $4.74 a share with the space stock frenzy following Trump’s reelection, giving swinging Hannover to a $19 million gain. Hannover, the fifth largest shareholder per Satellogic most recent annual report, apparently is now selling off its position.
Hannover reported the following sales on Forms 144 filed with the SEC:
Sales on Forms 144 Filed with the SEC
| Date | Shares Sold | Price | Market Value |
|---|---|---|---|
| 03/28/2025 | 154,870 | $3.80 | $588,336 |
| 03/31/2025 | 200,000 | $3.58 | $715,400 |
| 5/28/2025 | 136,665 | $3.96 | $541,558 |
| 5/29/2025 | 150,000 | $3.77 | $565,237 |
| 5/30/2025 | 200,000 | $3.71 | $741,599 |
Hannover has sold 841,535 shares, leaving them holding 6,672,357 shares. If Hannover continues selling at around this same price (and the price holds), Hannover stands to earn about $11 million on its initial loan. The beneficial owner of Hannover Holdings S.A. which appears to layered through a series of shell companies located in the British Virgin Islands and The Bahamas remains unknown.