Special Meeting of Stockholders of CF
Acquisition Corp. V (“CF V”) to Approve the Business Combination
with Nettar Group Inc. d/b/a Satellogic (“Satellogic”) Will be Held
on December 8, 2021, at 11:00 a.m. ET
CF V’s Board of Directors Recommends that
Stockholders Vote “FOR” all Proposals, including the Business
Combination Proposal
CF Acquisition Corp. V (Nasdaq: CFV), a special purpose
acquisition company sponsored by Cantor Fitzgerald, and Satellogic,
a leader in sub-meter resolution satellite imagery collection,
announced today that the Securities and Exchange Commission (the
“SEC”) declared effective Satellogic’s registration statement on
Form F-4 in connection with their proposed business combination
(the “Business Combination”).
CF V will hold a special meeting of its stockholders (the
“Special Meeting”) on Wednesday, December 8, 2021, at 11:00 a.m. ET
to approve the Business Combination. If the proposals at the
Special Meeting are approved, the parties expect the Business
Combination to close shortly thereafter, subject to the
satisfaction or waiver, as applicable, of all other closing
conditions.
Upon closing, the Satellogic’s Class A ordinary shares and
redeemable warrants are expected to be listed on Nasdaq under the
ticker symbols “SATL” and “SATLW”, respectively.
CF V filed a definitive proxy statement with the SEC on November
12, 2021, which is being mailed on or about November 15, 2021 to CF
V stockholders of record as of the close of business on November 1,
2021 (the “Record Date”). CF V stockholders are urged to read the
proxy materials, including, among other things, the reasons for the
unanimous recommendation by CF V’s Board of Directors that
stockholders vote “FOR” the business combination proposal and the
other proposals.
Your vote “FOR” all proposals is important, no matter how many
shares you own. If you have any questions or need assistance
voting, please contact Morrow Sodali LLC, CF V’s proxy solicitor,
by telephone at (800) 662-5200 (banks and brokers can call collect
at (203) 658-9400) or by email at
CFV.info@investor.morrowsodali.com. CF V stockholders who hold
shares in “street name” (i.e., stockholders whose shares are held
of record by a broker, bank, or other nominee) should contact their
broker, bank, or nominee to ensure that their shares are voted.
About Satellogic
Founded in 2010 by Emiliano Kargieman and Gerardo Richarte,
Satellogic is the first vertically integrated geospatial company,
driving real outcomes with planetary-scale insights. Satellogic is
building the first scalable, fully automated Earth Observation
platform with the ability to remap the entire planet at both
high-frequency and high-resolution, providing accessible and
affordable solutions for customers.
Satellogic’s mission is to democratize access to geospatial data
through its information platform to help solve the world’s most
pressing problems including climate change, energy supply, and food
security. Using its patented Earth imaging technology, Satellogic
unlocks the power of Earth Observation (EO) to deliver
high-quality, planetary insights at the lowest cost in the
industry. With more than a decade of experience in space,
Satellogic has proven technology and a strong track record of
delivering satellites to orbit and high-resolution data to
customers at the right price point.
More details can be found on Satellogic’s Investor Webpage:
https://satellogic.com/investors/
About CF Acquisition Corp. V
CF Acquisition Corp. V is a blank check company led by Chairman
and Chief Executive Officer Howard W. Lutnick. CF V was 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. CF V focuses on industries
where its management team and founders have experience and insights
and can bring significant value to business combinations.
About Cantor Fitzgerald
CF V is sponsored by Cantor Fitzgerald. Cantor Fitzgerald, with
over 12,000 employees, is a leading global financial services group
at the forefront of financial and technological innovation and has
been a proven and resilient leader for over 70 years. Cantor
Fitzgerald & Co. is a preeminent investment bank serving more
than 5,000 institutional clients around the world, recognized for
its strengths in fixed income and equity capital markets,
investment banking, SPAC underwriting and PIPE placements, prime
brokerage, commercial real estate and for its global distribution
platform. Cantor Fitzgerald & Co. is one of the 24 primary
dealers authorized to transact business with the Federal Reserve
Bank of New York. Cantor Fitzgerald is a leading SPAC sponsor,
having completed multiple initial public offerings and announced
multiple business combinations through its CF Acquisition platform.
For more information, please visit: www.cantor.com.
Additional Information
This press release relates to a proposed transaction between
Satellogic and CF V. This press release does not constitute an
offer to sell or exchange, or the solicitation of an offer to buy
or exchange, any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection
with the transaction described herein, CF V, Satellogic and/or a
successor entity of the transaction has filed relevant materials
with the SEC, including an effective registration statement on Form
F-4, which includes a prospectus of Satellogic and a proxy
statement of CF V. The definitive proxy statement will be sent to
all CF V stockholders. Satellogic, CF V and/or a successor entity
of the transaction will also file other documents regarding the
proposed transaction with the SEC. Before making any voting or
investment decision, investors and security holders of Satellogic
and CF V are urged to read the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed
transaction as they become available because they will contain
important information about the proposed transaction.
Investors and security holders will be able to obtain free
copies of the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by Satellogic, CF V or any successor
entity of the transaction through the website maintained by the SEC
at www.sec.gov.
The documents filed by CF V with the SEC also may be obtained
free of charge upon written request to CF Acquisition Corp. V, 110
East 59th Street, New York, NY 10022 or via email at
CFV@cantor.com. The documents filed by Satellogic or any successor
entity of the transaction with the SEC also may be obtained free of
charge upon written request to Satellogic USA, Inc., 210 Delburg
St., Davidson, NC 28036.
Participants in the Solicitation
Satellogic, CF V and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from CF V’s stockholders in connection with the proposed
transaction. A list of the names of such directors and executive
officers, and information regarding their interests in the business
combination and their ownership of CF V's securities are, or will
be, contained in CF V’s filings with the SEC, and such information
and names of Satellogic’s directors and executive officers are also
in the registration statement on Form F-4 filed with the SEC by
Satellogic.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of CF V, Satellogic or any successor entity of the transaction, nor
shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended (the
"Securities Act").
Forward-Looking Statements
This press release contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934, as amended, including
statements regarding the proposed transaction between CF V and
Satellogic. Such forward-looking statements include, but are not
limited to, statements regarding the closing of the transaction and
CF V’s, Satellogic’s or their respective management teams’
expectations, hopes, beliefs, intentions or strategies regarding
the future. The words "anticipate", "believe", "continue", "could",
"estimate", "expect", "intends", "may", "might", "plan",
"possible", "potential", "predict", "project", "should", "would"
and similar expressions may identify forward-looking statements,
but the absence of these words does not mean that a statement is
not forward-looking. These forward-looking statements are based on
CF V’s and Satellogic’s current expectations and beliefs concerning
future developments and their potential effects on CF V, Satellogic
or any successor entity of the transaction and include statements
concerning (i) Satellogic’s ability to scale its constellation,
(ii) Satellogic’s ability to meet image quality expectations and
continue to offer superior unit economics, (iii) Satellogic’s
ability to become or remain an industry leader, (iv) Satellogic’s
ability to address all commercial applications for satellite
imagery or address a certain total addressable market, (v)
expectations regarding cash on the balance sheet following closing
of the Business Combination and the PIPE offering and whether such
cash will be sufficient to meet Satellogic’s business objectives
and (vi) the expected timing of closing the transaction.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. These statements are based on various
assumptions, whether or not identified in this press release. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on
by, an investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of CF V and Satellogic. Many factors could cause
actual future events to differ materially from the forward-looking
statements in this press release, including but not limited to: (i)
the risk that the transaction may not be completed in a timely
manner or at all, which may adversely affect the price of CF V’s
securities, (ii) the failure to satisfy the conditions to the
consummation of the transaction, including the adoption of the
merger agreement by CF V’s stockholders, the satisfaction of the
minimum trust account amount following any redemptions by CF V’s
public stockholders and the receipt of certain governmental and
regulatory approvals, (iii) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
merger agreement, (iv) the inability to complete the PIPE offering,
(v) the effect of the announcement or pendency of the transaction
on Satellogic’s business relationships, operating results and
business generally, (vi) risks that the transaction disrupts
current plans and operations of Satellogic, (vii) changes in the
competitive and highly regulated industries in which Satellogic
operates, variations in operating performance across competitors
and changes in laws and regulations affecting Satellogic’s
business, (viii) the ability to implement business plans, forecasts
and other expectations after the completion of the transaction, and
identify and realize additional opportunities, (ix) the risk of
downturns in the commercial launch services, satellite and
spacecraft industry, (x) the outcome of any legal proceedings that
may be instituted against Satellogic or CF V related to the merger
agreement or the transaction, (xi) volatility in the price of CF
V’s or any successor entity’s securities due to a variety of
factors, including changes in the competitive and highly regulated
industries in which Satellogic operates or plans to operate,
variations in performance across competitors, changes in laws and
regulations affecting Satellogic’s business and changes in the
combined capital structure, (xii) costs related to the transaction
and the failure to realize anticipated benefits of the transaction
or to realize estimated pro forma results and underlying
assumptions, including with respect to estimated stockholder
redemptions, (xiii) the risk that Satellogic and its current and
future collaborators are unable to successfully develop and
commercialize Satellogic’s products or services, or experience
significant delays in doing so, (xiv) the risk that Satellogic may
never achieve or sustain profitability, (xv) the risk that
Satellogic may need to raise additional capital to execute its
business plan, which many not be available on acceptable terms or
at all, (xvi) the risk that the post-combination company
experiences difficulties in managing its growth and expanding
operations, (xvii) the risk that third-party suppliers and
manufacturers are not able to fully and timely meet their
obligations, (xviii) the risk of product liability or regulatory
lawsuits or proceedings relating to Satellogic’s products and
services, (xix) the risk that Satellogic is unable to secure or
protect its intellectual property and (xx) the risk that the
post-combination company’s securities will not be approved for
listing on The Nasdaq Stock Market LLC or another stock exchange or
if approved, maintain the listing. The foregoing list of factors is
not exhaustive. You should carefully consider the foregoing factors
and the other risks and uncertainties described in the "Risk
Factors" section of the registration statement on Form F-4 and
proxy statement/prospectus discussed above and other documents
filed or to be filed by CF V, Satellogic and/or or any successor
entity of the transaction from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and Satellogic and CF V assume no obligation and do not
intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise. Neither Satellogic nor CF V gives any assurance that
either Satellogic, CF V or the combined company will achieve its
expectations.
For downloadable assets, please visit:
https://satellogic.com/investors/.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211112005898/en/
Satellogic Investor Contact: Chris Tyson/Doug Hobbs MZ
SPAC IR (949) 491-8235 SATL@mzgroup.us Satellogic
pr@satellogic.com Investor Relations & Media Inquiries
FTI Consulting Rachel Chesley / Antonia Gray
Satellogic@fticonsulting.com CF Acquisition Corp. V Karen
Laureano-Rikardsen KLRikardsen@cantor.com
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