NEW YORK, Dec. 30, 2021 /PRNewswire/ -- CF Acquisition
Corp. V (Nasdaq: CFFV, "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 30, 2021.
The Special Meeting has been adjourned until Monday, January 24, 2022, at 11:00 a.m. Eastern Time, to allow CF V, Nettar
Group Inc. (d/b/a Satellogic) (the "Company") and a potential
third-party investor additional time to finalize the terms on which
such potential investor may complete a significant additional PIPE
financing for the benefit of the post-combination company.
Such additional financing is subject to, among other things, the
negotiation and execution of a definitive agreement and there can
be no assurance that a definitive agreement will be entered into or
that any investment will be consummated.
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 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 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.
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SOURCE CF Acquisition Corp. V