Item 1.01. Entry into a Material Definitive Agreement
As previously disclosed,
On
Closing of the
In connection with the issuance of the Liberty Shares and the Liberty Warrants,
(i) the Company has agreed to provide the Liberty Investor with the same
registration rights with respect to the
Contemporaneously with the execution of the Liberty Subscription Agreement, the
Company, Liberty and Sponsor entered into that certain letter agreement (the
"Liberty Letter Agreement") pursuant to which the Company agreed that, for so
long as the Liberty Investor (or affiliates managed by the Liberty Manager or
its affiliates) hold, in the aggregate, at least 6,666,666 Company Class A
Ordinary Shares, (i) the Liberty Investor will have the right to nominate two
directors for election to the Company Board by the Company shareholders, which
director nominees must be reasonably acceptable to the Company (the "Liberty
Directors"), (ii) the Liberty Investor will have the right to nominate one
Liberty Director to serve on each committee of the Company Board, (iii) so long
as Company Class B ordinary shares of the Company, par value
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transactions involving a change of control of the Company or (d) any equity
split, payment of distributions or any similar recapitalization, and (iii) the
Company will pay the Liberty Manager an advisory fee for advisory services to be
provided by the Liberty Investor and the Liberty Directors to the Company of
(x) warrants to purchase 2,500,000 Class A Ordinary Shares, at an exercise price
of
Item 3.02. Unregistered Sales of
The disclosure set forth above under the heading "
Item 7.01. Regulation FD Disclosure
On
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The information in this Item 7.01, including Exhibit 99.1 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.
Important Information and Where to Find It
This Current Report on Form 8-K relates to a proposed transaction between
Satellogic and CFV. In connection with the transaction described herein, CFV and
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
Participants in the Solicitation
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,
Forward-Looking Statements
This press release contains "forward-looking statements," including statements regarding the proposed transaction between CFV and Satellogic. Such forward-looking statements include, but are not limited to, statements regarding the closing of the transaction and CFV'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 CFV's and
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Satellogic's current expectations and beliefs concerning future developments and
their potential effects on CFV 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) the number of commercial applications for Satellogic's
products and services, (vi) Satellogic's ability to address all commercial
applications for satellite imagery or address a certain total addressable market
and the expected size of that market, (vii) expectations regarding cash on the
balance sheet following closing of the business combination and the PIPE
offering, including after giving effect to expected redemptions of CFV stock,
and whether such cash will be sufficient to meet Satellogic's business
objectives and (viii) the expected timing of closing the transaction and the
Liberty investment. 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 CFV 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 CFV's securities, (ii) the failure to satisfy
the conditions to the consummation of the transaction, including the adoption of
the merger agreement by CFV's stockholders, the satisfaction of the minimum
trust account amount following any redemptions by CFV'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 or the Liberty investment, (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 CFV related to the
merger agreement or the transaction, (xi) volatility in the price of CFV'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
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Liberty Subscription Agreement datedJanuary 18, 2022 . 10.2 Liberty Letter Agreement datedJanuary 18, 2022 . 99.1 Press Release Announcing theLiberty Investment datedJanuary 18, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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