Form 3 HawkEye 360, Inc. For: May 06 Filed by: Spoto Mark

May 6, 2026 8:41 PM

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Spoto Mark

(Last)

(First)

(Middle)

C/O HAWKEYE 360, INC.

450 SPRINGPARK PLACE, SUITE 500

(Street)

HERNDON

20170

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/06/2026

3. Issuer Name and Ticker or Trading Symbol
HawkEye 360, Inc. [ HAWK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	39,620	I	See footnote ⁽¹⁾
Common Stock	24,284	I	See footnote ⁽²⁾
Common Stock	170,998	I	See footnote ⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-2 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,371,302	⁽⁴⁾	I	See Footnote ⁽¹⁾
Series A-2 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	835,740	⁽⁴⁾	I	See Footnote ⁽²⁾
Series A-3 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	311,186	⁽⁴⁾	I	See Footnote ⁽¹⁾
Series A-3 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	189,652	⁽⁴⁾	I	See Footnote ⁽²⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	513,701	⁽⁴⁾	I	See Footnote ⁽¹⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	313,073	⁽⁴⁾	I	See Footnote ⁽²⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	343,934	⁽⁴⁾	I	See Footnote ⁽³⁾
Series D Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	221,391	⁽⁴⁾	I	See Footnote ⁽³⁾
Series D-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	83,402	⁽⁴⁾	I	See Footnote ⁽¹⁾
Series D-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	50,829	⁽⁴⁾	I	See Footnote ⁽²⁾
Series D-1 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	223,719	⁽⁴⁾	I	See Footnote ⁽³⁾
Warrant to Purchase Common Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	10,867	11.1747 ⁽⁵⁾	I	See Footnote ⁽³⁾

Explanation of Responses:

1. These securities are owned directly by Razor's Edge Fund II, LP. Razor's Edge Ventures II, LLC is the general partner of Razor's Edge Fund II, LP. The reporting person is a managing member of Razor's Edge Ventures II, LLC and may be deemed to be the beneficial owner of the securities held by Razor's Edge Fund II, LP. The reporting person disclaims beneficial ownership of the securities held by Razor's Edge Fund II, LP except to the extent of his pecuniary interest therein.

2. These securities are owned directly by Razor's Edge Fund II-A, LP. Razor's Edge Ventures II, LLC is the general partner of Razor's Edge Fund II-A, LP. The reporting person is a managing member of Razor's Edge Ventures II, LLC and may be deemed to be the beneficial owner of the securities held by Razor's Edge Fund II-A, LP. The reporting person disclaims beneficial ownership of the securities held by Razor's Edge Fund II-A, LP except to the extent of his pecuniary interest therein.

3. These securities are owned directly by REII Sidecar 2, LLC. Razor's Edge Ventures II, LLC is the manager of REII Sidecar 2, LLC. The reporting person is a managing member of Razor's Edge Ventures II, LLC and may be deemed to be the beneficial owner of the securities held by REII Sidecar 2, LLC. The reporting person disclaims beneficial ownership of the securities held by REII Sidecar 2, LLC except to the extent of his pecuniary interest therein.

4. Each share of the Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock is convertible into shares of the Issuer's common stock on a 1-for-1 basis, at the holder's election, and will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering (IPO) pursuant to their terms. The Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock have no expiration date.

5. The warrant to acquire Common Stock shall automatically net exercise into shares of the Issuer's common stock immediately prior to the closing of the IPO.

	/s/ Michael S. Turner, Attorney-in-Fact	05/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

ATTACHMENTS / EXHIBITS

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Form 3 HawkEye 360, Inc. For: May 06 Filed by: Spoto Mark

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