NEW YORK, Dec. 8, 2021 /PRNewswire/ -- CF Acquisition
Corp. V (Nasdaq: CFV, "CF V"), announced today that it convened and
then adjourned, without conducting any other business, CF V's
special meeting of stockholders (the "Special Meeting") held on
December 8, 2021. The Special Meeting
has been adjourned until Monday, December
20, 2021 at 11:00 a.m. Eastern
Time, to allow CF V to continue discussions regarding
potential additional financing for the post-combination
company.
The Special Meeting is being held to vote on the Business
Combination Proposal as described in CF V's definitive proxy
statement filed with the Securities and Exchange Commission (the
"SEC") on November 12, 2021, relating
to its proposed business combination with Nettar Group Inc. (d/b/a
Satellogic) (the "Company").
Important Information and Where to Find It
This communication 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 communication 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.
Forward-Looking Statements
This communication 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.
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. 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
communication, 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 postcombination 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.
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SOURCE CF Acquisition Corp. V