Item 1.01. Entry into a Material Definitive Agreement
Merger Agreement
On July 5, 2021, CF Acquisition Corp. V, a Delaware corporation ("CF V"),
entered into an Agreement and Plan of Merger (as it may be amended, supplemented
or otherwise modified from time to time, the "Merger Agreement") by and among
(i) Satellogic Inc., a business company with limited liability incorporated
under the laws of the British Virgin Islands and a direct wholly owned
subsidiary of the Company ("PubCo"), (ii) Ganymede Merger Sub 1 Inc., a business
company with limited liability incorporated under the laws of the British Virgin
Islands and a direct wholly owned subsidiary of PubCo ("Merger Sub 1"), (iii)
Ganymede Merger Sub 2 Inc., a Delaware corporation and a direct wholly owned
subsidiary of PubCo ("Merger Sub 2" and, together with PubCo and Merger Sub 1,
each, individually, an "Acquisition Entity" and, collectively, the "Acquisition
Entities" ), and (iv) Nettar Group Inc. (d/b/a Satellogic), a business company
with limited liability incorporated under the laws of the British Virgin Islands
(the "Company").
Capitalized terms used in this Current Report on Form 8-K but not otherwise
defined herein have the meanings given to them in the Merger Agreement.
Pursuant to the Merger Agreement, subject to the terms and conditions set forth
therein, (i) Merger Sub 1 will merge with and into the Company (the "Initial
Merger") whereby the separate existence of Merger Sub 1 will cease and the
Company will be the surviving corporation of the Initial Merger and become a
wholly owned subsidiary of PubCo, and (ii) following confirmation of the
effective filing of the Initial Merger, Merger Sub 2 will merge with and into CF
V (the "SPAC Merger" and together with the Initial Merger, the "Mergers"), the
separate existence of Merger Sub 2 will cease and CF V will be the surviving
corporation of the SPAC Merger and a direct wholly owned subsidiary of PubCo.
As a result of the Mergers, among other things, (i) all outstanding Company
shares will be cancelled in exchange for the right to receive such number of
PubCo Class B Ordinary Shares (in the case of the Company's Chief Executive
Officer) or PubCo Class A Ordinary Shares (in all other cases) that is equal to
the Company Exchange Ratio, (ii) all outstanding options to purchase Company
Ordinary Shares will be assumed by PubCo and converted into options to purchase
PubCo Class A Ordinary Shares, (iii) the outstanding warrant to purchase Company
shares will be assumed by PubCo and converted into a warrant to purchase PubCo
Class A Ordinary Shares, (iv) each outstanding SPAC Unit will be automatically
detached and the holder thereof will be deemed to hold one share of SPAC Class A
Common Stock and one-third of one SPAC Warrant, (v) each outstanding share of
SPAC Class B Common Stock will automatically convert into SPAC Class A Common
Stock, (vi) each outstanding share of SPAC Class A Common Stock will be
cancelled in exchange for the right to receive such number of PubCo Class A
Ordinary Shares that is equal to the SPAC Exchange Ratio, and (vii) each
outstanding SPAC Warrant will be assumed by PubCo and converted into a warrant
to purchase PubCo Class A Ordinary Shares (each, an "Assumed SPAC Warrant").
Forfeiture of Sponsor and Company Shareholder Escrowed Shares; Earnout
At Closing, an amount of PubCo Ordinary Shares equal to 25% of the Aggregate
Base Shares (as defined below) of which 5.7% will be Founder Shares of CFAC
Holdings V, LLC, a Delaware limited liability company (the "Sponsor"), and 94.3%
will be Merger Consideration Shares receivable by the Company Shareholders
(other than holders of Series X Preference Shares), will be set aside in the
Sponsor Escrow Account and Company Shareholder Escrow Accounts, respectively
(the Company Shareholder Escrow Accounts together with the Sponsor Escrow
Account, the "Forfeiture Escrow Accounts", and the shares in the Forfeiture
Escrow Accounts, the "Forfeiture Escrow Shares"). The Forfeiture Escrow Shares
will be held in escrow for the duration of the Adjustment Period.
At the end of the Adjustment Period, (i) if the Adjustment Period VWAP is less
than $10.00 per PubCo Class A Ordinary Share (such event, a "Forfeiture Event"),
an aggregate number of Forfeiture Escrow Shares, calculated as described below,
will be forfeited by the Sponsor and the Company Shareholders in accordance with
the applicable Forfeiture Ratios and cancelled, or (ii) if the Adjustment Period
VWAP is equal to or more than $10.00 per PubCo Class A Ordinary Share, then the
entire contents of their respective Forfeiture Escrow Accounts will be promptly
released by the Escrow Agent to the Sponsor and Company Shareholders.
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If a Forfeiture Event occurs, the number of Forfeiture Escrow Shares forfeited
and cancelled (the "Aggregate Forfeiture Shares") will be calculated by
multiplying (i) the Aggregate Base Shares by (ii) a fraction, (A) the numerator
of which is the remainder of $10.00 minus the Adjustment Period VWAP, and (B)
the denominator of which is the Adjustment Period VWAP, provided that in the
event the Adjustment Period VWAP is less than $8.00, the Adjustment Period VWAP
for purposes of this calculation shall be deemed to be $8.00 (i.e., in no event
shall the Aggregate Forfeiture Shares exceed 25% of the Aggregate Base Shares).
After the Adjustment Period, to the extent that a Forfeiture Event has occurred,
the Sponsor and the Company Shareholders will have the right to receive an
aggregate number of PubCo Class A Ordinary Shares equal to the Aggregate
Forfeiture Shares that have been forfeited in accordance with the applicable
Forfeiture Ratios if the closing price of the PubCo Class A Ordinary Shares is
at or above $15.00 for ten (10) trading days (which need not be consecutive)
over a twenty (20) trading day period at any time during the five year period
after the Closing Date.
For purposes hereof:
"Aggregate Base Shares" means the aggregate amount of PubCo Class A Ordinary
Shares to be issued to (i) the PIPE Investors pursuant to the PIPE Subscription
Agreements (as defined below), (ii) Sponsor pursuant to the Amended and Restated
Forward Purchase Contract and (iii) the holders of Company Series X Preference
Shares in respect thereof in accordance with the terms of the Merger Agreement.
"Adjustment Period" means the 30-calendar day period ending on (and including)
the Effectiveness Date.
"Adjustment Period VWAP" means the volume weighted average price of a PubCo
Class A Ordinary Share, as reported on the stock exchange on which the PubCo
Class A Ordinary Shares are listed for trading (Nasdaq or NYSE), determined for
the trading days that occur during the Adjustment Period (as reported on
Bloomberg).
"Effectiveness Date" means the date on which the registration statement
registering the resale of the PubCo Ordinary Shares issued pursuant to the PIPE
Subscription Agreements is declared effective by the U.S. Securities and
Exchange Commission (the "SEC").
Representations, Warranties and Covenants
The Merger Agreement contains customary representations and warranties of the
parties, which will not survive the Closing. Many of the representations and
. . .
Item 3.02. Unregistered Sales of Equity Securities
The disclosure set forth above under the headings "PIPE Subscription Agreements"
and "Amended and Restated Forward Purchase Contract" in Item 1.01 of this
Current Report on Form 8-K are incorporated by reference into this Item 3.02.
The PubCo Class A Ordinary Shares to be issued in connection with the PIPE
Subscription Agreements and the securities to be issued in connection with the
Amended and Restated Forward Purchase Contract are not to be registered under
the Securities Act in reliance on the exemption from registration provided by
Section 4(a)(2) of the Securities Act and/or Regulation D promulgated
thereunder.
Item 7.01. Regulation FD Disclosure
On July 6, 2021, CF V and the Company issued a joint press release announcing
the execution of the Merger Agreement described in Item 1.01 above. The press
release is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01
by reference. Notwithstanding the foregoing, information contained on the
websites of CF V, the Company or any of their affiliates referenced in Exhibit
99.1 or linked therein or otherwise connected thereto does not constitute part
of nor is it incorporated by reference into this Current Report on Form 8-K.
Attached as Exhibit 99.2 and incorporated into this Item 7.01 by reference
herein is the investor presentation that will be used by CF V and the Company
with respect to the transactions contemplated by the Merger Agreement.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to liabilities under that section, and shall not be deemed to be
incorporated by reference into the filings of CF V under the Securities Act or
the Exchange Act, regardless of any general incorporation language in such
filings. This Current Report on Form 8-K will not be deemed an admission as to
the materiality of any of the information in this Item 7.01, including Exhibit
99.1 and Exhibit 99.2.
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Important Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between CF V,
PubCo and the Company. This Current Report on Form 8-K 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 and PubCo intend to file relevant
materials with the SEC, including a registration statement on Form F-4, which
will include a proxy statement/prospectus. The proxy statement/prospectus will
be sent to all CF V stockholders. CF V and PubCo also will file other documents
regarding the proposed transaction with the SEC. Before making any voting or
investment decision, investors and security holders of CF V are urged to read
the F-4 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 proxy
statement/prospectus and all other relevant documents filed or that will be
filed with the SEC by CF V through the website maintained by the SEC at
www.sec.gov or by directing a request to CF V to 110 East 59th Street, New York,
NY 10022 or via email at CFV@cantor.com.
Participants in the Solicitation
CF V, PubCo and the Company 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. Information about
CF V's directors and executive officers and their ownership of CF V's securities
is set forth in CF V's filings with the SEC. Additional information regarding
the interests of those persons and other persons who may be deemed participants
in the proposed transaction may be obtained by reading the proxy
statement/prospectus regarding the proposed transaction when it becomes
available. You may obtain free copies of these documents as described in the
preceding paragraph.
Non-Solicitation
This Current Report on Form 8-K 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, PubCo or the Company,
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.
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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, including statements
regarding the proposed transaction between CF V, PubCo and the Company. Such
forward-looking statements include, but are not limited to, statements regarding
the closing of the transaction and CF V's, the Company'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 the Company's current expectations and beliefs
concerning future developments and their potential effects on CF V, the Company,
PubCo or any successor entity of the transaction and include statements
concerning (i) the Company's ability to scale its constellation, (ii) the
Company's ability to meet image quality expectations and continue to offer
superior unit economics, (iii) the Company's ability to become or remain an
industry leader, (iv) the Company'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
and whether such cash will be sufficient to meet the Company'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 Current Report on Form
8-K. 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, PubCo and the Company. Many factors could cause
actual future events to differ materially from the forward-looking statements in
this Current Report on Form 8-K, 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
Investment, (v) the effect of the announcement or pendency of the transaction on
the Company's business relationships, operating results and business generally,
(vi) risks that the transaction disrupts current plans and operations of the
Company, (vii) changes in the competitive and highly regulated industries in
which the Company operates, variations in operating performance across
competitors and changes in laws and regulations affecting the Company'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 the Company, PubCo 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 the Company
operates or plans to operate, variations in performance across competitors,
changes in laws and regulations affecting the Company'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 the Company and its
current and future collaborators are unable to successfully develop and
commercialize the Company's products or services, or experience significant
delays in doing so, (xiv) the risk that the Company may never achieve or sustain
profitability, (xv) the risk that the Company 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 the Company's products and services, (xix)
the risk that the Company 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 Nasdaq, NYSE 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
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1* Agreement and Plan of Merger, dated as of July 5, 2021, by and among
CF V, PubCo, Merger Sub 1, Merger Sub 2 and the Company.
10.1 Form of PIPE Subscription Agreement.
10.2 Form of Shareholder Support Agreement.
10.3 Form of Sponsor Support Agreement.
10.4 Form of Lock-Up Agreement.
10.5 Form of Series X Preference Shareholder Agreement, dated as of July 5,
2021, by and among CF V, PubCo, the Company and the Series X
Shareholders.
10.6 Amended and Restated Forward Purchase Contract, dated as of July 5,
2021, by and among CF V, PubCo and Sponsor.
99.1 Joint Press Release, dated July 6, 2020.
99.2 Form of Investor Presentation.
* Certain exhibits and schedules to this Exhibit have been omitted in accordance
with Regulation S-K Item 601(a)(5). CF V agrees to furnish supplementally a
copy of any omitted exhibit or schedule to the SEC upon its request; however,
CF V may request confidential treatment of omitted items.
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