What the changes say
- BlackSky expanded its risk disclosures regarding U.S. government contract terminations, AI compute scale and model outputs, and convertible notes dilution.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Industry
a U.S. government contract is terminated before completion of all of the contracted work, we may not receive all potential revenue from these orders
Termination of U.S. government contracts before completion could prevent us from realizing backlog revenue and affect our financial estimates for Mission Solutions.
- NewRisks Related to Our Operations
The use of AI also requires computing resources at significant scale. If demand for AI-integrated products grows significantly, or if we are unable to manage the costs of AI compute efficiently, this could adversely affect our business, financial condition, and results of operations
Managing high compute costs for AI-integrated products and dealing with complex software or hardware defects in satellites and ground infrastructure could harm our results.
- NewRisks Related to Our Government Contracts
spending priorities and the efficient handling of routine contractual matters. These changes could have a negative impact on our business in the future
Competitive bidding, bid protests, contract rebids, and demands for frequent technology refreshes on defense programs could reduce our revenue and margins.
- NewRisks Related to Our Government Contracts
default could expose us to liability, including liability for the agency’s costs of re-procurement, could damage our reputation and could hurt our ability to compete for future contracts
Failing to procure parts from U.S. government-approved sources or encountering counterfeit parts could disrupt our ability to fulfill contracts and expose us to liability.
- NewRisks Related to Our Indebtedness and Alternative Financings
Conversion of the notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our Class A common stock
Converting our convertible notes could dilute stockholder ownership, require cash payments, and depress the market price of our Class A common stock.
- NewRisks Related to Our Regulatory, Environmental and Legal Issues
relationships with our partners, we cannot assure you that these relationships will result in increased customer usage of our systems, products, or technologies or increased revenue
Winding down joint ventures, partnerships, or strategic alliances can result in additional costs, litigation, and negative publicity.
- NewRisks Relating to Ownership of Our Class A Common Stock
corporate actions you desire. See “ Description of Securities ” and the " Indenture " filed as Exhibits to this Annual Report on Form 10-K for more information
Our certificate of incorporation designates the Delaware Court of Chancery as the sole and exclusive forum for certain stockholder disputes.
- NewRisks Relating to Ownership of Our Class A Common Stock
If the estimates we make, or the assumptions on which we rely, in preparing our condensed consolidated financial statements are incorrect, our actual results may vary from those reflected in our projections and accruals
Inaccurate accounting estimates or failure to meet publicly announced financial guidance could require us to adjust our projections and accruals.
- NewRisks Relating to Ownership of Our Class A Common Stock
in countries with unstable governments, economic or fiscal challenges, military or political conflicts, and/or developing legal systems. This may increase the risk to our employees, subcontractors, or other third parties, and/or increase the risk of a wide range of liabilities, as well as loss of property
Operating in countries with unstable governments or military conflicts increases the risk of employee harm, liabilities, and property loss.
Dropped
- Dropped
satellites or payloads fail, and we have not obtained insurance coverage, we could be required to record significant impairment charges for the satellite or payload
Satellite failure and lack of insurance coverage could trigger impairment charges.
- DroppedRisks Related to Our Business and Industry
period-to-period basis may not be meaningful. These factors make it difficult for us to accurately predict financial metrics for any particular period
- DroppedRisks Related to Our Government Contracts
enact annual appropriations, could have an adverse impact on our revenue, earnings and cash flow and may negatively impact regulatory approvals and guidance that are important to our operations
- DroppedRisks Related to Our Satellites and Ground Stations
If any of the above events occur, they could have a material adverse effect on our ability to continue to develop, integrate and operate our satellites and related ground systems, infrastructure, products and services, which would materially adversely affect our business, financial condition and results of operations
- DroppedRisks Related to Our Intellectual Property
offerings of our competitors and could inhibit our ability to maintain or meet service level commitments or expectations of our existing and prospective customers
Quarterly operating results variability makes financial metric predictions difficult.
- DroppedRisks Related to Our Intellectual Property
systems, products or services without substantially re-engineering such products or systems, any and all of which could negatively affect our business
- DroppedRisks Related to Our Regulatory, Environmental and Legal Issues
Intelsat has a right of first offer with respect to the sale of BlackSky Holdings, Inc., (which is our subsidiary), which might discourage, delay or prevent a sale of BlackSky Technology, Inc., and therefore, depress the trading price of our Class A common stock
- DroppedRisks Relating to Ownership of Our Class A Common Stock
We are a smaller reporting company within the meaning of the Exchange Act, and the reduced disclosure requirements applicable to smaller reporting companies could make it more difficult to compare our performance with other public companies and make our Class A common stock less attractive to investors
Reworded
- 90% rewrittenRisks Related to Our Government Contracts
We face other risks and uncertainties associated with government and related contracts, which may have an adverse effect on our business
Streamlined risk language regarding U.S. and foreign government contract uncertainties, procurement changes, and geopolitical impacts on spending.
- 84% rewrittenRisks Related to Our Operations
Issues in the use of artificial intelligence (“AI”), including machine learning, in our geospatial data and analytics platforms may negatively affect our business
Expanded AI risks to explicitly cover flawed training datasets, harmful AI-generated outputs, and customer misuse in high-risk applications.
- 84% rewrittenRisks Related to Our Indebtedness and Alternative Financings
Further, the cost and availability of credit are subject to changes in the economic and business environment. If conditions in major credit markets deteriorate, our ability to refinance our indebtedness or obtain additional financing on satisfactory terms, or at all, may be negatively affected
Added specific risks regarding potential cash payment obligations, liquidity constraints, and debt covenants upon the conversion of notes.
Was: credit are subject to changes in the economic and business environment. If conditions in major credit markets deteriorate, our ability to refinance our indebtedness or obtain additional financing on satisfactory terms, or at all, may be negatively affected
- 83% rewrittenRisks Relating to Ownership of Our Class A Common Stock
These broad market and industry fluctuations may adversely affect the market price of our Class A common stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our Class A common stock is low
Added disclosure noting that smaller reporting company status may make our Class A common stock less attractive to investors.
- 74% rewrittenRisks Related to Our Satellites and Ground Stations
Our ability to grow our business depends on the successful production, launch, commissioning, and/or operation of our satellites and related ground systems, which is subject to many uncertainties, some of which are beyond our control
Updated satellite development risks to include potential incremental modifications for Gen-3 satellites and preliminary design of advanced space technologies.
- 68% rewrittenRisks Relating to Ownership of Our Class A Common Stock
We are exposed to risks related to geopolitical and economic factors, laws and regulations and our international business subjects us to numerous political and economic factors, legal requirements, cross-cultural considerations and other risks associated with doing business globally
Expanded international trade risks to explicitly mention tariffs, sanctions, export controls, and changing geopolitical conditions.
- 67% rewrittenRisks Relating to Ownership of Our Class A Common Stock
Anti-takeover provisions in our organizational documents and in the Indenture for our Convertible Senior Notes issued in July 2025 ("Indenture") could delay or prevent a change of control
Added reference to the Indenture for Convertible Senior Notes issued in July 2025 as a potential anti-takeover factor.
Was: Anti-takeover provisions in our organizational documents could delay or prevent a change of control
- 60% rewrittenRisks Related to Our Regulatory, Environmental and Legal Issues
Changes in tax laws could have a material adverse effect on our business, cash flow, results of operations, or financial conditions
Added global tax law changes, specifically the OECD proposed 15% global minimum tax, as a risk to financial conditions.
- 56% rewrittenRisks Related to Our Regulatory, Environmental and Legal Issues
We are subject to environmental laws and regulations which could result in material liabilities or obligations. In addition, our operations have involved the handling, storage, and disposal of hazardous materials, which could result in potential exposure to environmental liabilities
- 52% rewrittenRisks Related to Our Business and Industry
We may not be able to convert our orders in backlog into revenue
- 43% rewrittenRisks Related to Our Government Contracts
If our subcontractors or suppliers fail to perform their contractual obligations, our performance and reputation as a contractor and our ability to obtain future business could suffer
- 39% rewrittenRisks Related to Our Intellectual Property
We rely on the availability of licenses to third-party technology that may be difficult to replace or that may negatively affect our business should we not be able to maintain or obtain a commercially reasonable license to such technology
- 38% rewrittenRisks Related to Our Indebtedness and Alternative Financings
Our ability to make scheduled payments on, or to refinance our obligations under, our existing debt agreements, including convertible notes, depends on our financial and operating performance and prevailing economic and competitive conditions
Was: Our ability to make scheduled payments on, or to refinance our obligations under, our existing debt agreements depends on our financial and operating performance and prevailing economic and competitive conditions
- 32% rewrittenRisks Related to Our Business and Industry
The loss of one or more of our largest customers could adversely affect our results of operations
- 32% rewrittenRisks Related to Our Intellectual Property
Our technology may violate the proprietary rights of third parties and our intellectual property may be misappropriated or infringed upon by third parties, each of which could have a negative impact on our business
- 26% rewrittenRisks Related to Our Business and Industry
We may not be able to sustain our revenue growth rate in the future
- 25% rewrittenRisks Relating to Ownership of Our Class A Common Stock
We may not realize some or all the expected benefits and synergies from our acquisition of BlackSky Satellite Systems, f/k/a LeoStella
Was: We may not realize some or all the expected benefits and synergies from our acquisition of LeoStella LLC
- 22% rewrittenRisks Related to Our Indebtedness and Alternative Financings
Our debt agreements contain restrictions that may limit our flexibility in operating our business
All 70 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 01We have a limited history of operating at our current scale and under our current strategy, which makes it difficult to predict our future operating results, and we may not achieve our expected operating results in the future
- 02We may not be able to sustain our revenue growth rate in the future26% rewritten
- 03Our results of operations are subject to fluctuation from period to period and may not be an accurate indication of future performance; our operating results have fallen, and may in the future fall, below our financial guidance or other projections or the expectations of securities analysts and investors
- 04The loss of one or more of our largest customers could adversely affect our results of operations32% rewritten
- 05If existing customers do not make subsequent purchases from us or renew their contracts with us, our revenue could decline, and our results of operations would be adversely impacted
- 06We rely on the significant experience and specialized expertise of our senior management, engineering, sales, and operational staff and must retain and attract qualified and highly skilled personnel in order to grow our business successfully
- 07We may not be able to convert our orders in backlog into revenue52% rewritten
- 08a U.S. government contract is terminated before completion of all of the contracted work, we may not receive all potential revenue from these ordersNew
- 09We could incur significant unanticipated costs if we do not accurately estimate and execute the costs of fixed-price engagements
- 10The market for our products and services has not been established with precision, is still emerging, and may not achieve the growth potential we expect or may grow more slowly than expected
- 11We face intense competition that may cause us to either reduce our prices for our products and services or lose market share
- 12We have incurred significant losses each year since our inception, we expect our operating expenses to increase, and we cannot give assurances of our future profitability, if any
Risks Related to Our Operations
- 13Our customers and partners (including our supply chain, software and data providers, and service providers) face similar threats
- 14Any of the foregoing events could have a material, adverse effect on our financial position and operating results and harm our business reputation
- 15Our business is dependent upon our ability to keep pace with the latest technological changes
- 16Issues in the use of artificial intelligence (“AI”), including machine learning, in our geospatial data and analytics platforms may negatively affect our business84% rewritten
- 17The use of AI also requires computing resources at significant scale. If demand for AI-integrated products grows significantly, or if we are unable to manage the costs of AI compute efficiently, this could adversely affect our business, financial condition, and results of operationsNew
- 18We have limited experience with respect to determining the optimal prices and pricing structures for our products and services
- 19If we fail to meet our service level commitments, our business, results of operations, and financial condition could be adversely affected
- 20If we are unable to cross-sell our solutions, our business, financial condition, results of operations, and prospects may be harmed
- 21Any failure to offer high-quality technical support may harm our relationships with our customers and have a negative impact on our business and financial condition
- 22Our ability to use net operating loss carryforwards and certain other tax attributes may be limited
Risks Related to Our Government Contracts
- 23Our business with various governmental entities is subject to the policies, priorities, regulations, mandates, and funding levels of such governmental entities and may be negatively impacted by any change thereto
- 24We face other risks and uncertainties associated with government and related contracts, which may have an adverse effect on our business90% rewritten
- 25spending priorities and the efficient handling of routine contractual matters. These changes could have a negative impact on our business in the futureNew
- 26The U.S. government, a foreign government, or a defense contractor customer could require us to grant extensive data rights to a product in connection with performing work on a defense contract, which could lead to a dilution in value of that data or otherwise negatively affect our business
- 27If our subcontractors or suppliers fail to perform their contractual obligations, our performance and reputation as a contractor and our ability to obtain future business could suffer43% rewritten
- 28default could expose us to liability, including liability for the agency’s costs of re-procurement, could damage our reputation and could hurt our ability to compete for future contractsNew
Risks Related to Our Satellites and Ground Stations
- 29Our ability to grow our business depends on the successful production, launch, commissioning, and/or operation of our satellites and related ground systems, which is subject to many uncertainties, some of which are beyond our control74% rewritten
- 30Satellites are subject to construction and launch delays, launch failures, damage, or destruction during launch, the occurrence of which can materially and adversely affect our operations
- 31If our satellites fail to operate as intended, it could have a material adverse effect on our business, financial condition, and results of operations
- 32Our ability to execute our business strategy and to generate value for our business depends in part on our ability to manufacture satellites efficiently, cost effectively, and in accordance with design specifications, planned timelines, and business plans
- 33Our satellites may not be able to capture Earth images due to weather, natural disasters, or other external factors, or as a result of our constellation of satellites having restrained capacity
- 34We operate an extensive ground infrastructure, including sites worldwide. These ground stations are used for controlling our satellites and downloading imagery to eventually be provided to our customers
Risks Related to Our Intellectual Property
- 35Our technologies contain “open source” software, and the use of that software, including any failure to comply with the terms of open source licenses that pertain to that software, could negatively affect our business
- 36We rely on the availability of licenses to third-party technology that may be difficult to replace or that may negatively affect our business should we not be able to maintain or obtain a commercially reasonable license to such technology39% rewritten
- 37We may be unable to protect our intellectual property rights, and misuse of our trade secrets could cause harm to our business
- 38Our technology may violate the proprietary rights of third parties and our intellectual property may be misappropriated or infringed upon by third parties, each of which could have a negative impact on our business32% rewritten
Risks Related to Our Indebtedness and Alternative Financings
- 39Our business is capital intensive, and we may not be able to adequately finance our capital needs, including funding future satellites, through operations, or by raising capital, or we may be able to do so only on terms that significantly restrict our ability to operate our business
- 40Our ability to make scheduled payments on, or to refinance our obligations under, our existing debt agreements, including convertible notes, depends on our financial and operating performance and prevailing economic and competitive conditions38% rewritten
- 41Further, the cost and availability of credit are subject to changes in the economic and business environment. If conditions in major credit markets deteriorate, our ability to refinance our indebtedness or obtain additional financing on satisfactory terms, or at all, may be negatively affected84% rewritten
- 42Conversion of the notes may dilute the ownership interest of our stockholders or may otherwise depress the price of our Class A common stockNew
- 43Our debt agreements contain restrictions that may limit our flexibility in operating our business22% rewritten
- 44Changes in our credit ratings or macroeconomic conditions may affect our liquidity, increasing borrowing costs and limiting our financing options
Risks Related to Our Regulatory, Environmental and Legal Issues
- 45Our business is subject to a wide variety of additional extensive and evolving government laws and regulations. Failure to comply with such laws and regulations or imposition of additional laws and regulations could have a material adverse effect on our business
- 46Coordination results may adversely affect our ability to use our satellites in certain frequency bands for our proposed service or coverage area, or may delay our ability to launch satellites and thereby operate our proposed services
- 47Loss of existing export control approvals or the inability to obtain required new approvals for the use of particular components, the transfer of company technologies, or the provision of analytical products or related services may have an adverse impact on our business, financial condition, and results of operations
- 48We are subject to international trade and governmental export and import controls and economic sanctions programs that could impair our ability to compete in international markets or subject us to liability if we violate these controls
- 49Failure to comply with anti-bribery and anti-corruption laws could subject us to penalties and other adverse consequences
- 50We may be subject to assertions that taxes must be collected based on gross receipts, sales, and use of our services and the location of our remote employees in various states, which could expose us to liability and cause material harm to our business, financial condition, and results of operations
- 51Changes in tax laws could have a material adverse effect on our business, cash flow, results of operations, or financial conditions60% rewritten
- 52We may become involved in litigation that may materially adversely affect us
- 53Increasing regulatory focus on privacy issues and expanding laws may impact our business or expose us to increased liability
- 54We are subject to environmental laws and regulations which could result in material liabilities or obligations. In addition, our operations have involved the handling, storage, and disposal of hazardous materials, which could result in potential exposure to environmental liabilities56% rewritten
- 55Joint ventures, partnerships, and strategic alliances may have a material adverse effect on our business, results of operations, and prospects
- 56relationships with our partners, we cannot assure you that these relationships will result in increased customer usage of our systems, products, or technologies or increased revenueNew
Risks Relating to Ownership of Our Class A Common Stock
- 57Our stock price may fluctuate significantly and you could lose all or part of your investment as a result
- 58These broad market and industry fluctuations may adversely affect the market price of our Class A common stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our Class A common stock is low83% rewritten
- 59Because there are no current plans to pay cash dividends on our Class A common stock for the foreseeable future, you may not receive any return on investment unless you sell your Class A common stock for a price greater than that which you effectively paid for it
- 60If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline
- 61We have broad discretion in the use of our assets and may not use them effectively
- 62Anti-takeover provisions in our organizational documents and in the Indenture for our Convertible Senior Notes issued in July 2025 ("Indenture") could delay or prevent a change of control67% rewritten
- 63corporate actions you desire. See “ Description of Securities ” and the " Indenture " filed as Exhibits to this Annual Report on Form 10-K for more informationNew
- 64If the estimates we make, or the assumptions on which we rely, in preparing our condensed consolidated financial statements are incorrect, our actual results may vary from those reflected in our projections and accrualsNew
- 65Our employees or others acting on our behalf may engage in misconduct or other improper activities, which could cause us to lose contracts or cause us to incur costs
- 66We use our judgment and estimates relating to our critical accounting policies including accounting for contracts, and any changes in such estimates or errors in our underlying assumptions could have an adverse effect on our overall financial performance
- 67We may not realize some or all the expected benefits and synergies from our acquisition of BlackSky Satellite Systems, f/k/a LeoStella25% rewritten
- 68Future acquisitions may adversely affect our financial condition
- 69We are exposed to risks related to geopolitical and economic factors, laws and regulations and our international business subjects us to numerous political and economic factors, legal requirements, cross-cultural considerations and other risks associated with doing business globally68% rewritten
- 70in countries with unstable governments, economic or fiscal challenges, military or political conflicts, and/or developing legal systems. This may increase the risk to our employees, subcontractors, or other third parties, and/or increase the risk of a wide range of liabilities, as well as loss of propertyNew
Other BlackSky Technology 10-Ks
- FY2024 10-K risk factors69 risks
BlackSky faces significant operating risks centered on satellite manufacturing failures, unproven market scale, and heavy dependence on government contracts.
Filed Mar 20, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.