Item 2.01. Completion of Acquisition or Disposition of Assets.
To the extent required by Item 2.01 of Form 8-K, the disclosure set forth in the
Introductory Note of this Current Report on Form 8-K is incorporated herein by
reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing; Material Modification to Rights of
Security Holders
In connection with the Business Combination, on January 25, 2022, CF V notified
the Nasdaq Capital Market ("NASDAQ") of the consummation of the Business
Combination and requested (i) that NASDAQ suspend trading of CF V's Class A
common stock, par value $0.0001 per share ("CF V Class A Common Stock" and
together with CF V's Class B common stock, par value $0.0001 per share, "CF V
Common Stock"), CF V's warrants to purchase CF V Common Stock and CF V's units,
each comprised of one share of CF V Class A Common Stock and one-third of a
warrant to purchase shares of CF V Common Stock (collectively, the "CF V
Securities"), effective January 25, 2022, and (ii) file with the SEC a Form 25
to delist the CF V Securities under Section 12(b) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
CF V intends to file a certification on Form 15 with the SEC to deregister the
CF V Securities and suspend CF V's obligations under Sections 13 and 15(d) of
the Exchange Act.
Item 3.03. Material Modifications to Rights of Security Holders
To the extent required by Item 3.03 of Form 8-K, the disclosure set forth in
Item 2.01 of this Current Report on Form 8-K is incorporated by reference in
this Item 3.03.
Item 5.01. Changes in Control of Registrant
To the extent required by Item 5.01 of Form 8-K, the disclosure set forth in the
Introductory Note and Item 2.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 5.01.
As of the time of the CF V Merger and as a result of the Business Combination, a
change in control of CF V occurred and CF V became a wholly-owned subsidiary of
PubCo.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
In connection with consummation of the Business Combination, the following
officers and directors of CF V ceased to hold their respective positions: Howard
W. Lutnick ceased to be Chairman and Chief Executive Officer; Anshu Jain ceased
to be President and director; Jane Novak ceased to be Chief Financial Officer;
and the following individuals also ceased to be directors: Steve Bisgay, Natasha
Cornstein and Louis Zurita.
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 24, 2022, CF V held a special meeting of stockholders (the "Special
Meeting") in connection with the Business Combination contemplated by the Merger
Agreement.
Present at the Special Meeting, via the virtual meeting platform or by proxy,
were holders of 25,111,974 shares of CF V Common Stock representing
approximately 78.8% of the voting power of the CF V Common Stock as of
November 1, 2021, the record date for the Special Meeting (the "Record Date"),
and constituting a quorum for the transaction of business. As of the Record
Date, there were 31,850,000 shares of CF V Common Stock issued and outstanding.
At the Special Meeting, CF V's stockholders voted on and approved the Business
Combination Proposal, as defined and described in greater detail in the Proxy
Statement and incorporated herein by reference. The Adjournment Proposal, as
defined and described in greater detail in the Proxy Statement, was not
presented to CF V's stockholders as the Business Combination Proposal received a
sufficient number of votes for approval.
The approval of the Business Combination Proposal required the affirmative vote
of a majority of the issued and outstanding shares of CF V Common Stock as of
the Record Date. Set forth below are the final voting results for the Business
Combination Proposal:
The Business Combination Proposal. A proposal to adopt and approve the Merger
Agreement and to approve the Business Combination. The following is a tabulation
of the votes with respect to the Business Combination Proposal, which was
approved by CF V's stockholders:
For Against Abstain
24,217,575 437,404 456,995
Item 7.01. Regulation FD Disclosure.
CF V expects PubCo's Class A ordinary shares and warrants to commence trading on
the Nasdaq Capital Market under the ticker symbols "SATL" and "SATLW",
respectively, on January 26, 2022.
Item 8.01. Other Events.
Holders of 23,143,646 shares of CF V Class A Common Stock elected to redeem
their shares in connection with the Business Combination.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements include, but are not limited to, statements regarding
the closing of the Liberty [not defined here] investment and CF V's,
Satellogic's, PubCo'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, PubCo's and Satellogic's current
expectations and beliefs concerning future developments and their potential
effects on CF V, PubCo or Satellogic and include statements concerning
(i) leadership changes, (ii) Satellogic's ability to scale its constellation,
(iii) Satellogic's ability to meet image quality expectations and continue to
offer superior unit economics, (iv) Satellogic's ability to become or remain an
industry leader, (v) Satellogic's ability to address all commercial applications
for satellite imagery or address a certain total addressable market,
(vi) expectations regarding the closing of the Liberty investment and whether
available cash following such closing will be sufficient to meet Satellogic's
business objectives, and (vii) the expected timing of closing the Liberty
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
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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 Liberty investment may not be completed in a timely manner
or at all, which may adversely affect the price of PubCo's securities, (ii) the
effect of the of the transactions on Satellogic's business relationships,
operating results and business generally, (iii) risks that the transaction
disrupts current plans and operations of Satellogic, (iv) 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, (v) the ability to implement
business plans, forecasts and other expectations, and identify and realize
additional opportunities, (vi) the risk of downturns in the commercial launch
services, satellite and spacecraft industry, (vii) the outcome of any legal
proceedings that may be instituted against PubCo, Satellogic or CF V related to
the Merger Agreement or the related transactions, (viii) volatility in the price
of PubCo'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, (ix) costs related to the transactions and the failure to
realize anticipated benefits of the transactions or to realize estimated pro
forma results and underlying assumptions, (x) 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, (xi) the risk that Satellogic may never achieve or sustain
profitability, (xii) 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, (xiii) the risk that PubCo experiences difficulties in managing
its growth and expanding operations, (xiv) the risk that third-party suppliers
and manufacturers are not able to fully and timely meet their obligations,
(xv) the risk of product liability or regulatory lawsuits or proceedings
relating to Satellogic's products and services, and (xvi) the risk that
Satellogic is unable to secure or protect its intellectual property. 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 Proxy Statement and other documents filed or to be filed
by CF V or PubCo 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 PubCo, 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. None of PubCo, Satellogic or CF V give
any assurance that PubCo or Satellogic will achieve their expectations.
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