Nettar Group Inc. (Satellogiccompleted the acquisition of CF Acquisition Corp. V from CFAC Holdings V, LLC in a reverse merger transaction.
The transaction is subject to approval by shareholders of Satellogic and CF Acquisition; governmental and regulatory approvals; all waiting or other periods have been obtained or have expired or been terminated, as applicable; the effectiveness of the F-4 Registration Statement; resulting company's Class A Ordinary Shares having been approved for listing on Nasdaq or NYSE, subject to round lot holder requirements; and resulting company's having a minimum of $5,000,001 of net tangible assets upon the closing. The transaction has been unanimously approved by the Boards of Directors of Satellogic and CF Acquisition. The CF V Board unanimously recommends that the CF V stockholders vote for the business combination. The transaction is expected to be completed early in the fourth quarter of 2021. As of November 12, 2021, CF Acquisition Corp. V announced that the Securities and Exchange Commission declared effective Satellogic's registration statement on Form F-4 in connection with their proposed business combination. CF V will hold a special meeting of its stockholders (the Special Meeting) on December 8, 2021 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. As of December 8, 2021, The CF V shareholders approved the adjournment proposal. On December 20, 2021, CF Acquisition Corp. V, a Delaware corporation, convened its special meeting of shareholders being held in connection with the proposed business combination with Nettar Group Inc. and the other transactions contemplated by the Agreement and Plan of Merger dated July 6, 2021. As of January 18, 2022, Liberty Strategic Capital, a private equity firm founded and led by former Secretary of the Treasury Steven T. Mnuchin, today announced that it has entered into a definitive agreement to invest $150 million in Satellogic, Inc. , in connection with its merger involving CF Acquisition Corp. V. The stockholder vote of CFV to approve the proposed merger is currently scheduled for January 24, 2022. As of January 18, 2022, The proposed merger with CFV is projected to close in the first quarter of 2022.
J.P. Morgan is serving as exclusive financial advisor to Satellogic, with Gregg S. Lerner of Friedman Kaplan Seiler & Adelman LLP and Alan I. Annex of Greenberg Traurig LLP serving as legal counsel to Satellogic. Cantor Fitzgerald & Co. is serving as exclusive financial advisor and capital markets advisor to CF Acquisition as well as placement agent on the PIPE, with Ken Lefkowitz of Hughes Hubbard & Reed LLP serving as legal counsel to CF V. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to CF V. Cantor Fitzgerald & Co. will be entitled to a cash fee of $5.0 million payable upon consummation of the Business Combination.
Nettar Group Inc. (Satellogic") completed the acquisition of CF Acquisition Corp. V (NasdaqCM:CFV) from CFAC Holdings V, LLC in a reverse merger transaction on January 25, 2022. As of January 24, 2022, the shareholders of CF Acquisition approved the transaction. In connection with the closing of the business combination and other transactions, Satellogic will receive gross proceeds of approximately $262 million. This total includes proceeds from the CFV trust account and the previously announced private placement (PIPE) of $100 million led by SoftBank's SBLA Advisers Corp. and Cantor Fitzgerald, among other top-tier institutional investors. Gross proceeds also include the $150 million private placement commitment from Liberty Strategic Capital. Beginning Wednesday, January 26, 2022, Satellogic's Class A ordinary shares and warrants will trade on the Nasdaq under the ticker symbols SATL and SATLW, respectively.