Item 5.07. Submission of Matters to a Vote of Security Holders
On December 20, 2021, CF Acquisition Corp. V, a Delaware corporation ("CF V"),
convened its special meeting of shareholders (the "Special Meeting") being held
in connection with the proposed business combination with Nettar Group Inc.
(d/b/a Satellogic) (the "Company") and the other transactions contemplated by
the Agreement and Plan of Merger dated July 6, 2021 (as amended, supplemented or
otherwise modified from time to time, the "Merger Agreement") , as further
described in the definitive proxy statement filed by CF V with the Securities
and Exchange Commission (the "SEC") on November 12, 2021 (the "Proxy
Statement").
Present at the Special Meeting were holders of 24,962,573 shares of CF V common
stock, par value $0.0001 per share (the "Common Stock"), in person or by proxy,
representing approximately 78.4% of the voting power of the 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 Common Stock issued and outstanding.
The sole proposal that was presented at the Special Meeting was the "The
Adjournment Proposal", which is a proposal allowing the CF V board of directors
to adjourn the Special Meeting to a later date or dates, if necessary or
appropriate, to permit further solicitation of proxies if there are insufficient
votes for, or otherwise in connection with, the approval of the Business
Combination Proposal (as defined in the Proxy Statement). The CF V shareholders
approved the Adjournment Proposal. The voting results were as follows:
Vote For Vote Against Abstentions
24,067,973 437,255 457,345
The Special Meeting was adjourned to 9:00 a.m. Eastern Time on December 30,
2021.
A copy of the Press Release announcing the adjournment is attached as Exhibit
99.1 and incorporated by reference herein.
Important Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between CF V,
Satellogic Inc. ("PubCo") and the Company. In connection with the transaction
described herein, CF V and/or PubCo has filed materials with the SEC, including
an effective registration statement on Form F-4, which includes a proxy
statement/prospectus. CF V and/or PubCo may also 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 are 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
section entitled "Important Information and Where to Find It" above.
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.
1
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 statements are based on
various assumptions. 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 uncertainties described in the "Risk
Factors" section of CF V's Registration Statement on Form S-1, the registration
statement on Form F-4 and proxy statement/prospectus discussed above and other
documents filed or to be filed by CF V, PubCo and/or or any successor entity of
the transaction from time to time with the SEC (including CF V's quarterly
filings). 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 CF V, PubCo and the
Company 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 CF V, PubCo or the Company give any assurance that
any of CF V, PubCo or the Company will achieve its expectations.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated December 20, 2021 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
2
© Edgar Online, source Glimpses