DEFA14A

DEFA14A 1 d256598ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

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CF ACQUISITION CORP. V

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SUPPLEMENT NO. 1 DATED JANUARY 18, 2022

TO THE PROXY STATEMENT OF CF ACQUISITION CORP. V

AND THE PROSPECTUS OF SATELLOGIC INC.

DATED NOVEMBER 12, 2021

This proxy statement/prospectus supplement (this “Supplement”) supplements the disclosures contained in the proxy statement/prospectus (the “Proxy Statement/Prospectus”) dated November 12, 2021 relating to (x) the special meeting of stockholders (the “Special Meeting”) of CF Acquisition Corp. V, a Delaware corporation (“CF V”), at which its stockholders (the “CF V Stockholders”) will consider and vote upon, among other things, a proposal, which we refer to as the “Business Combination Proposal,” to adopt the Agreement and Plan of Merger, dated as of July 5, 2021 (the “Merger Agreement”), by and among (i) CF V; (ii) Satellogic Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct wholly owned subsidiary of Satellogic (“PubCo”), (iii) Ganymede Merger Sub 1 Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct wholly owned subsidiary of PubCo (“Merger Sub 1”), (iv) Ganymede Merger Sub 2 Inc., a Delaware corporation and a direct wholly owned subsidiary of PubCo (“Merger Sub 2”), and (v) Nettar Group Inc. (d/b/a Satellogic), a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”) and (y) the issuance of PubCo Class A ordinary shares, par value $0.0001 per share (“PubCo Class A Ordinary Shares”) and warrants to purchase PubCo Class A Ordinary Shares (“PubCo Warrants”) pursuant to the Merger Agreement.

Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) Merger Sub 1 will merge with and into the Company (the “Initial Merger”) whereby the separate existence of Merger Sub 1 will cease and the Company will be the surviving corporation of the Initial Merger and become a direct wholly owned subsidiary of PubCo, and (ii) following confirmation of the effective filing of the Initial Merger, Merger Sub 2 will merge with and into CF V (the “SPAC Merger” and together with the Initial Merger, the “Mergers” and the transactions contemplated by the Merger Agreement, including the Mergers, the “Business Combination”), the separate existence of Merger Sub 2 will cease and CF V will be the surviving corporation of the SPAC Merger and a direct wholly owned subsidiary of PubCo.

This Supplement updates the Proxy Statement/Prospectus to reflect certain developments that occurred after November 12, 2021, the date of the Proxy Statement/Prospectus, including CF V’s previously announced adjournments of the special meeting, and the terms of an additional financing transaction entered into by and among CF V, PubCo and Liberty (as defined below).

Except as described in this Supplement, the information in the Proxy Statement/Prospectus continues to be applicable. The information provided in this Supplement, the annexes to this Supplement and the documents referred to in this Supplement should be read in conjunction with the Proxy Statement/Prospectus, the annexes to the Proxy Statement/Prospectus and the documents referred to in the Proxy Statement/Prospectus, each of which should be read in its entirety. To the extent that information in this Supplement differs from, updates or conflicts with information contained in the Proxy Statement/Prospectus, the information in this Supplement is more current and supplements and supersedes the information in the Proxy Statement/Prospectus. If you need another copy of the Proxy Statement/Prospectus or a copy of this Supplement, please contact CF V’s proxy solicitor, Morrow Sodali LLC (“Morrow”), by toll-free telephone at (800) 662-5000 or (203) 658-9400 (banks and brokers), or by email at CFV.info@investor.morrowsodali.com. The Proxy Statement/Prospectus and this Supplement may also be found on the Internet at www.sec.gov. See the section entitled “Where You Can Find More Information” beginning on page 293 of the Proxy Statement/Prospectus. Capitalized terms used in this Supplement but not defined herein shall have the meanings assigned to such terms in the Proxy Statement/Prospectus.

The information contained in this Supplement speaks only as of January 18, 2022, unless the information specifically indicates that another date applies.

These supplemental disclosures will not affect the merger consideration to be paid to CF V’s and Company’s stockholders in connection with the Business Combination. The CF V Board continues to recommend that you vote “FOR” each proposal being considered at the Special Meeting.

Adjournment of Special Meeting; Redemption Rights

Special Meeting

As previously announced, CF V adjourned the Special Meeting from December 8, 2021 to December 20, 2021, December 30, 2021, and then January 24, 2022. CF V adjourned the Special Meeting to January 24, 2022 to allow time for CF V and PubCo to complete negotiations on the terms of a new financing transaction with an investment vehicle managed by Liberty 77 Capital L.P. described below under “Recent Developments–Liberty Investment” with respect to which definitive agreements were executed on January 18, 2022.

The Special Meeting will reconvene on January 24, 2022 at 11:00 a.m. (Eastern Time). Holders of CF V Common Stock will be able to attend, vote their shares and submit questions during the Special Meeting via a live webcast available at https://www.cstproxy.com/cfacquisitioncorpv/2021. The record date for stockholders entitled to vote at the Special Meeting remains November 1, 2021. Holders of CF V Class A Common Stock may vote (or change their previous vote) in accordance with the procedures described in the Proxy Statement/Prospectus.

The CF V Board continues to recommend that you vote “FOR” each proposal being considered at the Special Meeting.

The Closing of the Business Combination is expected to occur promptly following stockholder approval of the Business Combination Proposal.

Redemption Rights

Pursuant to the CF V Charter, CF V provided its public stockholders with the opportunity to redeem, upon the Closing, shares of CF V Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two (2) business days prior to the Original Meeting Date) in the Trust Account that holds the proceeds (including interest but less taxes payable) of the IPO. The CF V public stockholders were required to exercise any redemption rights on or before 5:00 p.m. Eastern Time on December 6, 2021 (the “Redemption Period”). Upon the expiry of the Redemption Period, CF V had received notice that holders of its Class A Common Stock elected to redeem approximately 22.67 million shares, or approximately 90.7% of the shares that were eligible for redemption, for an aggregate redemption price of approximately $226.7 million.

In connection with the entry into the Liberty Investment (as defined below), the CF V Board determined to give the CF V public stockholders that hold shares of CF V Class A Common Stock and did not previously exercise their right to have their shares of CF V Class A Common Stock redeemed (an “Eligible CF V Stockholder”), a further opportunity to exercise their redemption rights prior to the Special Meeting to be held on January 24, 2022. Any Eligible CF V Stockholder that wishes to exercise their redemption rights must, prior to 5:00 p.m., Eastern time, on January 20, 2022 (two (2) business days before the Special Meeting), tender their shares physically or electronically and submit a request in writing that CF V redeem their CF V Public Shares for cash in accordance with the procedures described in the Proxy Statement/Prospectus. CF V Stockholders that previously submitted a redemption request may request to have such redemption request withdrawn. Such withdrawal request is subject to the consent of CF V.

As a result of the extension of the redemption period to redeem shares in connection with the Special Meeting to be held on January 24, 2022, the final number of redeemed shares is subject to change.

Recent Developments

Liberty Investment

On January 18, 2022, PubCo and CF V entered into a Subscription Agreement (the “Liberty Subscription Agreement”) with Liberty Strategic Capital (SATL) Holdings, LLC (the “Liberty Investor”), a Cayman Islands limited liability company and investment vehicle managed by Liberty 77 Capital L.P. (the “Liberty Manager” and together with the Liberty Investor, “Liberty”) pursuant to which the Liberty Investor agreed to purchase, and PubCo agreed to issue and sell to the Liberty Investor, following satisfaction or waiver of the conditions in the Liberty Subscription Agreement (the closing date of the Liberty Investment (as defined below), the “Liberty Closing”), (i) 20,000,000 PubCo Class A Ordinary Shares (the “Liberty Shares”), (ii) 5,000,000 warrants, each warrant providing the holder thereof the right to purchase one (1) PubCo Class A Ordinary Share at an exercise price of $10.00 per share (the “$10.00 Liberty Warrants”), and (iii) 15,000,000 warrants, each warrant providing

the holder thereof the right to purchase one (1) PubCo Class A Ordinary Share at an exercise price of $15.00 per share (the “$15.00 Liberty Warrants” and together with the $10.00 Liberty Warrants, the “Liberty Warrants”), in a private placement (the “Liberty Investment”) for an aggregate purchase price of $150.0 million. The Liberty Warrants will be issued at the Liberty Closing, will expire on the fifth anniversary thereof and will, except as described below, otherwise generally have the same terms and conditions as the Private Placement Warrants. For so long as Liberty or its permitted transferees hold Liberty Warrants, such held warrants will not be redeemable by PubCo.

Closing of the Liberty Investment is subject to customary closing conditions, including the consummation of the Business Combination and expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act relating to such investment, and is therefore expected to close in the first half of February 2022. Consequently, the closing of the Business Combination is expected to occur prior to the closing of the Liberty Investment.

In connection with the issuance of the Liberty Shares and the Liberty Warrants, (i) PubCo has agreed to provide the Liberty Investor with the same registration rights with respect to the Liberty Securities (as defined below) as PubCo provided to the PIPE Subscribers in the PIPE Subscription Agreements, and (ii) the Liberty Investor has agreed to subject the Liberty Securities (other than the Advisory Fee Warrants or any shares issuable in respect thereof) to transfer restrictions for a period of one year following the Closing of the Business Combination. For a discussion of these rights held by the PIPE Investors see “Shares Eligible For Future Sale-Registration Rights” of the Proxy Statement/Prospectus. The “Liberty Securities” means the Liberty Shares, the Liberty Warrants, and the PubCo Class A Ordinary Shares issuable upon exercise of the Liberty Warrants and the Advisory Fee Warrants (as defined below).

Contemporaneously with the execution of the Liberty Subscription Agreement, PubCo, Liberty and Sponsor entered into a letter agreement (the “Liberty Letter Agreement”) pursuant to which PubCo 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 PubCo Class A Ordinary Shares, (i) the Liberty Investor will have the right to nominate two directors for election to the PubCo Board by the PubCo shareholders, which director nominees must be reasonably acceptable to PubCo (the “Liberty Directors”), (ii) the Liberty Investor will have the right to nominate one Liberty Director to serve on each committee of the PubCo Board, (iii) so long as PubCo Class B Ordinary Shares are outstanding, PubCo will be required to obtain the consent of the Liberty Investor if PubCo were to issue in a transaction, or series of transactions, a number of shares that equals or exceeds 20% of the outstanding PubCo Ordinary Shares on a fully diluted basis, subject to exceptions for issuances by PubCo in connection with (a) any acquisition by PubCo of equity interests, assets, properties or business of any person, (b) any merger, consolidation or other business combination involving PubCo, (c) any transaction or series of related transactions involving a change of control of PubCo or (d) any equity split, payment of distributions or any similar recapitalization, and (iv) PubCo will pay the Liberty Manager an advisory fee for advisory services to be provided by the Liberty Investor and the Liberty Directors to PubCo of (x) warrants to purchase 2,500,000 PubCo Class A Ordinary Shares, at an exercise price of $10.00 per PubCo Class A Ordinary Share (the “Advisory Fee Warrants”) to be issued at the Liberty Closing, which will be exercisable beginning at the Liberty Closing and will expire five years from the date thereof, and (y) $1.25 million to be paid on each of the six quarterly anniversaries beginning on the 18 month anniversary of the Liberty Closing (the “Advisory Fee Cash Payments”). In exchange for the Advisory Fee, the Liberty Investor has agreed to be reasonably available from time to time to advise PubCo until the occurrence of a Cessation Event (defined below). In the event that the Liberty Investor (or affiliates of the Liberty Investor managed by the Liberty Manager or its affiliates) no longer holds, in the aggregate, at least 6,666,666 PubCo Class A Ordinary Shares (a “Cessation Event”), (i) the Liberty Investor’s right to nominate two directors will cease immediately and the terms of any then-serving Liberty Directors will expire at the next election of directors and (ii) the Liberty Manager will no longer be entitled to receive any additional Advisory Fee Cash Payments. In addition, so long as a Cessation Event has not occurred, Mr. Kargieman agreed to vote the PubCo Ordinary Shares held by him in favor of the election of the Liberty Director nominees. Mr. Kargieman will also cause any transferee of his PubCo Class B Ordinary Shares to agree to such obligations (other than in the case of a transfer of PubCo Class B Ordinary Shares to a transferee that would result in automatic conversion of such PubCo Class B Ordinary Shares into PubCo Class A Ordinary Shares in accordance with the PubCo Governing Documents).

In connection with the Liberty Letter Agreement, PubCo will amend the PubCo Governing Documents in the manner set forth in Annex A hereto (the “Amended PubCo Governing Documents”) to, among other things, modify the voting rights of the holders of PubCo Class B Ordinary Shares from ten votes per share to a number of votes per share such that, upon the Liberty Closing, the aggregate number of votes attributable to the PubCo Class B Ordinary Shares equal the number of aggregate number of votes attributable to PubCo Ordinary Shares held by the Liberty Investor (subject to certain adjustments). See “Management of PubCo following the Business Combination—Amended PubCo Governing Documents” for a description of those amendments.

The parties to the Liberty Letter Agreement have agreed that the Liberty Directors will initially be Secretary Steven Terner Mnuchin, who will serve as PubCo’s Non-Executive Chairman, and an individual to be designated by Liberty prior to the Liberty Closing who is reasonably acceptable to PubCo. Information relating to Secretary Mnuchin is set forth below under “Management of PubCo following the Business Combination.” In addition, the parties agreed that (i) for so long as Emiliano Kargieman and his affiliates own beneficially at least one-third of the number of shares of PubCo owned on the Closing Date (subject to customary adjustments for corporate events), Mr. Kargieman will have the right to designate two directors for election to the PubCo Board by the PubCo shareholders, one of whom will be Mr. Kargieman and the other shall be reasonably acceptable to Liberty and Sponsor, who will initially be Marcos Galperin, (ii) for so long as Sponsor and its affiliates own beneficially at least one-third of the number of shares of the PubCo owned on the Closing Date (subject to customary adjustments for corporate events), Howard Lutnick will be designated for election to the PubCo Board by PubCo’s shareholders and (iii) three initial directors will be Ted Wang, Brad Halverson and an individual designated by Mr. Kargieman who is reasonably acceptable to Liberty and whose appointment shall be in compliance with NASDAQ listing requirements, each of whom will be appointed prior to Closing.

PubCo and CF V entered into the Liberty Subscription Agreement to ensure, in light of redemptions as of the expiry of the Redemption Period, that PubCo has sufficient cash to implement its business strategy over the next several years. CF V Stockholders that do not redeem their shares of CF V Class A Common Stock should be aware that the issuance of the Liberty Shares and any PubCo Ordinary Shares issued upon exercise of the Liberty Warrants or the Advisory Fee Warrants, will result in greater dilution to the equity interests of existing CF V Stockholders that do not redeem their shares of CF V Class A Common Stock than originally anticipated, and may adversely affect prevailing market prices for PubCo Ordinary Shares and/or PubCo Warrants.

It is anticipated that upon Closing, and assuming the Liberty Closing occurred concurrently with the Closing, (i) existing CF V Stockholders (other than the Sponsor Related Parties) will own approximately 2.1% of the outstanding PubCo Ordinary Shares, (ii) the Company’s existing securityholders (including the holders of the Company Series X Preference Shares and the holder of Convertible Notes) will own approximately 66.8% of the outstanding PubCo Ordinary Shares, (iii) the Sponsor Related Parties, through their ownership of shares of CF V Common Stock on the date hereof and through the Sponsor’s participation in the PIPE Investment and the Amended and Restated Forward Purchase Contract and after giving effect to the issuance of PubCo Class A Ordinary Shares in satisfaction of certain fees owed to the Sponsor Related Parties, will own approximately 10.2% of the outstanding PubCo Ordinary Shares, (iv) the Liberty Investor will own approximately 17.8% of the outstanding PubCo Ordinary Shares, and (v) the PIPE Investors (other than the Sponsor), through their participation in the PIPE Investment, will own approximately 3.1% of the outstanding PubCo Ordinary Shares.

Pursuant to the PIPE Engagement Letter, as amended by that certain amendment dated as of January 18, 2022, CF V engaged CF&Co. to act as lead placement agent for any securities offering by the CF V or PubCo, and to provide CF V certain customary services in connection with such securities offerings (including the Liberty Investment). Pursuant to the PIPE Engagement Letter, CF&Co. is entitled to a placement fee equal to 4.0% of the gross proceeds received or receivable in connection with the PIPE Investment and the Liberty Investment. The placement fees will be paid in the form of newly-issued PubCo Class A Ordinary Shares, as further described in the section entitled “Cantor Fee Letters” below.

In connection with the execution of the Liberty Subscription Agreement, the Liberty Subscriber and PubCo also agreed that, in the event Hannover is granted appraisal rights in respect of its Convertible Notes (x) PubCo will raise equity financing to cover such judgment and (y) if the appraised price per share (assuming conversion into PubCo Class A Ordinary Shares pursuant to the Merger Agreement) is materially greater than the price at which PubCo raises equity financing to cover such judgment, then PubCo will indemnify the Liberty Subscriber for its pro rata share of such loss by issuing it additional PubCo Class A Ordinary Shares. Conversely, if the appraised price per share is materially less than the price at which PubCo raises equity financing to cover any judgment, PubCo will issue additional PubCo Class A Ordinary Shares to all shareholders other than the Liberty Subscriber, so such shareholders (other than the Liberty Subscriber) receive the benefit of the appraisal judgment. For background, see the risk factor entitled “Hannover Holdings S.A. has provided notice that it may seek appraisal rights or assert claims in connection with the Business Combination” in the Proxy Statement/Prospectus.

The foregoing is a summary of the material terms of the Liberty Subscription Agreement and the Liberty Letter Agreement. Copies of the Liberty Subscription Agreement and Liberty Letter Agreement are attached as Annexes B and C, respectively, to this Supplement and are incorporated by reference into this Supplement. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Liberty Subscription Agreement and the Liberty Letter Agreement.

Loan Extension

On December 7, 2021, the Company entered into the Amendment to Loan and Security Agreement (the “First Amendment”) with Columbia River Investment Limited (“CRIL”) which amends the Columbia Loan to, among other things, (i) extend the date on which the Company is required to pay all amounts due under the Columbia Loan from the closing date of the Business Combination to December 31, 2021 if aggregate redemptions by the CF V Stockholders exceed 50% of the amount in the Trust Account, (or a later date if mutually agreed to by the Company and CRIL) and (ii) extend the “Perfection Date” to the earlier of (a) December 31, 2021 and (b) the date the Company perfects the security interest on any collateral under its other indebtedness and (iii) make certain other conforming amendments.

The descriptions of the First Amendment contained herein is not intended to be complete and is qualified in its entirety by reference to the full text of the First Amendment, which is filed as Exhibit 99.2 to that Report on Form 6-K filed by PubCo with the U.S. Securities and Exchange Commission (the “SEC”) on December 10, 2021 and is incorporated herein by reference.

On December 23, 2021, the Company entered into Amendment No. 2 to Loan and Security Agreement (the “Second Amendment”) which amends the Columbia Loan, to, among other things, (i) extends the date on which the Company is required to pay all amounts due under the Columbia Loan from December 31, 2021 (if the Business Combination closed on or prior to December 31, 2021 and the aggregate redemptions by CF V Stockholders exceed 50% of the amount in the Trust Account) to January 15, 2022 (if the Business Combination closed on or prior to December 31, 2021 and the aggregate redemptions by CF V Stockholders exceed 50% of the amount in the Trust Account), or a later date if mutually agreed to by the parties, (ii) extends the Perfection Date (as defined in the Columbia Loan) to the earlier of (a) January 15, 2022 and (b) the date the Company perfects the security interest on any collateral under its other indebtedness, and (iii) makes certain other conforming amendments.

The descriptions of the Second Amendment contained herein is not intended to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is filed as Exhibit 99.1 to that Report on Form 6-K filed by PubCo with the SEC on December 27, 2021 and is incorporated herein by reference.

Promissory Note

The Company and Cantor Fitzgerald Securities, a New York general partnership and an affiliate of the Sponsor (“CF Securities”), entered into a Secured Promissory Note, dated December 23, 2021 (as modified by that certain letter agreement, dated December 30, 2021, and as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Promissory Note”), pursuant to which, CF Securities agreed to loan the Company (i) $7,500,000 (the “Initial Loan”) and (ii) if requested by the Company, up to an additional $7,500,000, which the Company may request until the earlier to occur of (A) the closing of the Transactions and the Permitted Equity Issuance (as defined below), and (B) February 15, 2022 (the “Additional Loan” and together with the Initial Loan, the “Loans”).

The Loans will bear interest at a rate of 7.00% per annum provided that in the event that the Loans are paid in full simultaneously with the closing of the Business Combination with the proceeds of an equity issuance of at least $100 million (as described in the Promissory Note) that is consummated on or prior to the closing of the Business Combination (or following the closing of the Business Combination, subject to a binding commitment in respect thereof received prior to such closing), including the Liberty Investment (“Permitted Equity Issuance”), the Loans shall bear interest at a rate of 5.00% per annum. Interest is payable quarterly commencing on March 31, 2022.

The Promissory Note matures on the earlier of (i) December 23, 2022, (ii) the maturity date under the Columbia Loan Agreement, as it may be extended and (iii) the closing of the Business Combination if the Permitted Equity Issuance is consummated on or prior thereto. The Company is required to repay all or a portion of the Promissory Note from the cash proceeds of any Permitted Equity Issuance or any other issuance of any equity interests in the Company as set forth in the Promissory Note (the “Mandatory Repayment”). The Company may prepay at any time upon notice all or any portion of the Promissory Note (a “Voluntary Prepayment”). In the event of a Mandatory Repayment or Voluntary Prepayment, the Company will be required

to pay CF Securities a make-whole premium equal to the aggregate interest payments that would be due with respect to any repaid amounts through December 23, 2022 as if no such repayment had occurred at a rate of 7.00% per annum with respect to any Voluntary Prepayment and 5.00% per annum with respect to any Mandatory Repayment in connection with a Permitted Equity Issuance that is consummated on or prior to the closing of the Business Combination (or following the closing of the Business Combination, subject to a binding commitment in respect thereof received prior to such closing).

As a condition to the Initial Loan, PubCo and the Company have agreed that all conditions to the closing of the Business Combination have been satisfied or waived (other than the CF V Stockholders’ approval of the Business Combination, but including the condition that requires that the Available Cash be no less than the Minimum Cash Amount). PubCo and the Company have also agreed to consummate the Transactions contemplated by the Merger Agreement within one day of CF V having obtained the approval of the Business Combination by the CF V Stockholders.

The Promissory Note includes customary representations, warranties and events of default. The Promissory Note also includes specified affirmative and negative covenants including an obligation to provide CF Securities quarterly and annual financial statements within a certain period of time and limitation on debt incurrences, liens, restricted payments, dispositions and investments. The Promissory Note is secured by a security interest in certain assets of the Company and its subsidiaries. Upon the earlier of (a) the date of the closing of the Business Combination and (b) the date the Company’s presently outstanding convertible notes are paid and fully terminated, the Promissory Note will be secured by substantially all of the assets and equity interests of the Company and its subsidiaries.

The Proxy Statement/Prospectus includes a description of the interests of the Sponsor and CF V’s officers and directors in the Business Combination which could be different from, or in addition to, those of CF V Stockholders and CF V warrant holders generally. In considering these interests, CF V Stockholders and CF V warrant holders should also consider that the Sponsor is affiliated with CF Securities. As such, the Sponsor may benefit from the terms of the Promissory Note and the conditions thereto, including the interest payments made by PubCo on the Promissory Note and the make-whole premium due upon a Mandatory Repayment or Voluntary Prepayment. In addition, CF&Co., an affiliate of the Sponsor, is entitled to a 4% placement fee in connection with the Liberty Investment which will be paid in the form of PubCo Class A Ordinary Shares as described below under “Cantor Fee Letters”.

On January 18, 2022, CF Securities, PubCo and the Company entered into a Waiver Letter (the “Promissory Note Waiver Letter”) pursuant to which the Company agreed to repay the Initial Loans, including all principal and interest, on the Closing of the Business Combination in PubCo Class A Ordinary Shares. CF Securities will be issued 788,021 PubCo Class A Ordinary Shares pursuant to the Promissory Note Waiver Letter (the “Promissory Note Shares”). Pursuant to the Promissory Note Waiver Letter, CF Securities will be entitled to receive Additional Shares on substantially the same terms as the PIPE Investors pursuant to the Subscription Agreements. For a discussion of these rights held by the PIPE Investors see “The Business Combination Proposal-Related Agreements-PIPE Subscription Agreements” of the Proxy Statement/Prospectus.

The descriptions of the Promissory Note contained herein is not intended to be complete and is qualified in its entirety by reference to the full text of the Promissory Note, which is filed as Exhibit 99.2 to that Report on Form 6-K filed by PubCo with the SEC on December 27, 2021 and is incorporated herein by reference.

Cantor Fee Letters

Pursuant to a fee letter dated as of January 18, 2022 (the “CF Fee Letter”), CF V, PubCo and CF&Co. agreed that of the CF V Transaction Expenses payable to CF&Co., which in aggregate total approximately $21.94 million (comprised of $5.0 million of M&A advisory fees, $8.75 million of business combination marketing fees, and approximately $8.19 million of placement agent fees), only the M&A advisory fees would be paid in cash with the remainder being paid in the form of an aggregate of 2,058,229 newly-issued PubCo Class A Ordinary Shares, 600,000 of which are subject to adjustment on the same terms available to the PIPE Investors, as further described in the section “The Business Combination Proposal-Related Agreements-PIPE Subscription Agreements” of the Proxy Statement/Prospectus.

Financial Projections

In connection with the Liberty Investment, PubCo updated its financial projections through December 31, 2025. The updated financial projections reflect PubCo’s changes in current assumptions including:

(1)

Fewer satellites in orbit due to future enhancements in capability and capacity of the satellites (i.e. fewer satellites required in the constellation to reach weekly and daily remapping of the Earth) and reduced revenue growth.

(2)

Delayed revenue growth resulting from delayed funding due to a longer-than-anticipated closing of the Business Combination, improved visibility to the immediately addressable market and pipeline, and a generally more conservative view of market penetration by the Company.

(3)

Reduced cost of goods sold corresponding to revised constellation and delayed revenue growth resulting in lower anticipated sales commissions partially offset by a higher number of ground station passes and cloud storage resulting from high capture and downlink volumes for accelerated growth of the imagery catalog available for sale.

(4)

Reduced operating expenses corresponding to revised constellation and revenue growth resulting in lower headcount partially offset by improved visibility associated with operating expenses required to scale the Company.

(5)

Reduction in capital expenditures driven by lease of high throughput facility versus acquisition, fewer satellites in orbit, and improved costs and payment terms of satellite components.

(6)

Inclusion of estimated income taxes, including withholding taxes that the Company may be subject to as a result of selling into foreign jurisdictions in which the Company does not have local economic substance under its current contracting model.

The Company provided CF V with internally prepared forecasts, including for the periods ending December 31, 2022, 2023, 2024 and 2025. This prospective financial information was not prepared with a view toward compliance with IFRS or GAAP, the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The forecasts were prepared solely for internal use, capital budgeting and other management purposes. The forecasts were not used by the CF V Board when evaluating the merits of the Business Combination or when determining whether to recommend the Business Combination to holders of CF V Common Stock. The forecasts are subjective in many respects and therefore susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments. The forecasts may be materially different from actual results. Please also see “Cautionary Note Regarding Forward-Looking Statements” in the Proxy Statement/Prospectus.


	Year Ending December 31,
($ in millions)	2022E			2023E			2024E			2025E
Satellites in Orbit		34			63			139			202
Total Revenue	$	37		$	83		$	240		$	480
Gross Profit	$	30		$	68		$	197		$	378
Operating Costs⁽¹⁾	$	62		$	75			82		$	81
Adjusted EBITDA⁽²⁾	$	(32	)	$	(7	)	$	115		$	297

Net Cash Provided By (Used In) Operations	$	(37	)	$	(16	)	$	87		$	248
Capital Expenditures	$	44		$	90		$	155		$	123
Free Cash Flow⁽²⁾	$	(81	)	$	(106	)		(68	)	$	125

(1)	Net of other operating income and excludes depreciation of satellites and other property and equipment.

(2)	For additional information on Adjusted EBITDA and Free Cash Flow see “The Company’s Management’s Discussion And Analysis Of Financial Condition And Results Of Operation – Non-IFRS Financial Measures” beginning on page 223 of the Proxy Statement/Prospectus.

Pro Forma Financial Statements

The Unaudited Pro Forma Condensed Combined Financial Information included in the Proxy Statement/Prospectus have been updated as set forth below to reflect the Liberty Investment (assuming it closes at the same time as the Business Combination), Promissory Note (as amended) the redemption requests that were received in connection with the Redemption Period and the restatement of CF V’s unaudited financial statements for the six months ended June 30, 2021. The following revised Unaudited Pro Forma Condensed Combined Financial Information set forth below supersedes the Unaudited Pro Forma Condensed Combined Financial Information in the Proxy Statement/Prospectus in their entirety:

Introduction

The following unaudited pro forma condensed combined financial information is being provided to aid you in your analysis of the financial aspects of the Business Combination.

The unaudited pro forma condensed combined balance sheet as of June 30, 2021 gives pro forma effect to the Business Combination, as described and defined below, as if it had been consummated as of that date. The unaudited pro forma condensed combined statements of profit and loss for the six months ended June 30, 2021, and the year ended December 31, 2020 includes the historical operations of the Company for the six months ended June 30, 2021 and the year-ended December 31, 2020 and the historical operations of CF V for the six months ended June 30, 2021 (as restated) and the period from January 23, 2020 (inception) to December 31, 2020 (as restated), and gives pro forma effect to the Business Combination and Other Transaction Adjustments as if it had occurred as of January 1, 2020. This information should be read together with the consolidated financial statements of the Company and its related notes and CF V’s respective financial statements and related notes, “The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “CF V’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in the Proxy Statement/Prospectus.

The Other Transaction Adjustments are as follows:

•

On March 8, 2021, the Company entered into an exchange transaction with CRIL, a former shareholder of the Company and former holder of two Convertible Notes. Pursuant to the exchange transaction, the Company repurchased CRIL’s two Convertible Notes (one issued under the 2018 NPA and one issued under the 2019 NPA) having an aggregate principal amount, together with accumulated interest, of $8,813,161 as well as CRIL’s Company Series A Preference Shares. Company Series B Preference Shares and Company Series B-1 Preference Shares, in exchange for the Company Warrant to purchase an aggregate of 4,823,594 Company Series A Preference Shares, Company Series B Preference Shares, and Company Series B-1 Preference Shares (subject to adjustment as set forth therein) and the entering into the Columbia Loan providing for indebtedness in favor of CRIL having a principal amount of $40,089,033. For more information, see the section entitled “The Business Combination Proposal– Related Agreements—Debt and Share Exchange.”

•

As of June 30, 2021 (and subsequent to December 31, 2020), the Company raised $20,332,300 through the issuance of Company Series X Preference Shares. For more information, see “The Business Combination Proposal—Related Agreements—Series X Shareholder Agreement.”

The unaudited pro forma condensed combined financial information was derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes:

•

The historical unaudited condensed consolidated financial statements of the Company as of and for the six months ended June 30, 2021, which are included in, and incorporated herein by reference to, the Proxy Statement/Prospectus, and the historical audited consolidated financial statements of the Company as of and for the year ended December 31, 2020, which are included in, and incorporated herein by reference to, the Proxy Statement/Prospectus; and

•

The historical unaudited condensed financial statements of CF V as of and for the six months ended June 30, 2021 (as restated) and the historical audited financial statements of CF V as of and for the year ended December 31, 2020 (as restated), which are included in, and incorporated herein by reference to, the Proxy Statement/Prospectus, respectively.

The historical financial statements of the Company have been prepared in accordance with IFRS as issued by the IASB and in its presentation currency of United States dollars. The historical financial statements of CF V have been prepared in accordance with U.S. GAAP in its presentation currency of United States dollars. The historical financial information of CF V has been adjusted to give effect to the differences between U.S. GAAP and IFRS for the purposes of the unaudited pro forma condensed combined financial information (see below).

Description of the Business Combination

On July 5, 2021, CF V, the Company, PubCo, Target Merger Sub, and SPAC Merger Sub entered into the Merger Agreement, which contains customary representations and warranties, covenants, closing conditions, termination provisions and other terms relating to the Business Combination. For more information about the Merger Agreement, please see the section entitled “The Business Combination Proposal—The Merger Agreement” of the Proxy Statement/Prospectus.

Prior to the Closing, on December 6, 2021, in connection with the vote to approve the Business Combination Proposal at the Special Meeting, certain CF V Stockholders exercised their right to redeem 22,674,105 shares of CF V Class A Common Stock for cash at a redemption price of approximately $10.00 per share, for an aggregate redemption amount of approximately $226.7 million.

The following table provides a summary of the PubCo Ordinary Shares that will be outstanding immediately subsequent to consummation of the Business Combination:


Stockholder	Shares Outstanding		% of Shares Outstanding
Company securityholders		74,858,819		66.8	%
CF V Stockholders (other than the Sponsor Related Parties) (1)		2,325,895		2.1	%
Sponsor Related Parties (2)(3)		11,394,020		10.2	%
Liberty Investor (4)		20,000,000		17.8	%
PIPE Investors (excluding Sponsor) (5)		3,500,000		3.1	%

		112,078,734		100.0	%

(1)	Excludes 8,333,333 PubCo Warrants issued in exchange for an equal number of CF V Public Warrants in connection with the Business Combination.

(2)

Includes (i) PubCo Class A Ordinary Shares issued in exchange for 4,381,000 Founder Shares not subject to earnout (including 20,000 shares held by CF V’s independent directors) and 600,000 CF V Placement Shares, (ii) 1,250,000 PubCo Class A Ordinary Shares issued to the Sponsor pursuant to the Forward Purchase Contract, (iii) 2,316,770 PIPE Shares subscribed for by the Sponsor, (iv) 2,058,229 PubCo Class A Ordinary Shares to be issued to CF&Co. as payment of certain of its fees in shares, and (v) 788,021 PubCo Class A Ordinary Shares to be issued to CF Securities as repayment of the Promissory Note in shares.

(3)	Excludes 200,000 PubCo Warrants issued in exchange for an equal number of CF V Placement Warrants in connection with the Business Combination and 333,333 PubCo Warrants issued pursuant to the Forward Purchase Contract.

(4)	Excludes 20,000,000 Liberty Warrants to be issued in connection with the execution of the Liberty Subscription Agreement and 2,500,000 Advisory Fee Warrants to be issued pursuant to the Liberty Letter Agreement.

(5)	Excludes 2,500,000 PIPE Warrants to be issued pursuant to the Lock-Up Addendum to the PIPE Subscription Agreement.

Accounting for the Business Combination

The Business Combination will be accounted for as a capital reorganization under IFRS as issued by the IASB. Under this method of accounting, CF V will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of PubCo issuing shares for the net assets of CF V, accompanied by a recapitalization. Since CF V does not meet the definition of a business in accordance with IFRS 3 (“Business Combinations”), the transaction is accounted for within the scope of IFRS 2 (“Share-based payment”). Any excess of fair value of PubCo Ordinary Shares issued over the fair value of CF V’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred. The net assets of CF V will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be deemed to be those of the Company.

The Company has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

•

Company Shareholders will hold a majority of the voting power of PubCo,

•

The business of the Company will comprise the ongoing operations of PubCo,

•

The Company’s designees will comprise a majority of the governing body of PubCo, and

•

The Company’s senior management will be the senior management of PubCo.

Basis of Pro Forma Presentation

The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide an understanding of PubCo upon consummation of the Business Combination for illustrative purposes.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” The adjustments presented on the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an understanding of PubCo upon consummation of the Other Transaction Adjustments and the Business Combination.

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. The Company and CF V have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The historical financial information of the Company has been adjusted by the Other Transaction Adjustments to give effect to material subsequent events for the purposes of the unaudited pro forma condensed combined financial information.

The historical financial information of CF V has been adjusted to give effect to the differences between U.S. GAAP and IFRS for the purposes of the combined pro forma financial information. No adjustments were required to convert CF V’s financial statements from U.S. GAAP to IFRS for purposes of the combined pro forma financial information, except to reclassify shares of CF V Class A Common Stock subject to redemption to non-current liabilities under IFRS. The adjustments presented in the pro forma combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of PubCo after giving effect to the Business Combination.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET AS OF JUNE 30, 2021

(in USD)


	As of June 30, 2021
(amounts in USD)	Nettar Group Inc. (Historical)		CF V (Historical Restated)		Transaction Accounting Adjustments				Pro Forma Combined
Assets
Non-current assets
Satellites and other property and equipment		32,971,943		—		—				32,971,943
Right-of-use assets		1,245,771		—		—				1,245,771
Deferred income tax assets		271,008		—		—				271,008
Other noncurrent assets		503,790		384,996		—				888,786
Investments held in Trust Account		—		250,008,083		(250,008,083	)	(1)		—

Total non-current assets		34,992,512		250,393,079		(250,008,083	)			35,377,508
Current assets
Inventory		—		—		—				—
Trade and other receivables		523,170		—		—				523,170
Other current assets		1,017,626		383,813		—				1,401,439
Cash and cash equivalents		23,342,871		449,773		250,008,083		(1)		202,783,188
						(226,741,050	)	(2)
						(28,063,290	)	(3)
						58,167,700		(4)
						10,000,000		(4)
						150,000,000		(4)
						7,500,000		(4)
						(41,880,899	)	(5)

Total current assets		24,883,667		833,586		178,990,544				204,707,797

Total assets		59,876,179		251,226,665		(71,017,539	)			240,085,305

Liabilities and Shareholders’ Equity
Non-current liabilities
Notes debt		38,594,941		—		(38,594,941	)	(6)		—
Interest bearing loans and borrowings		37,008,630		—		(37,008,630	)	(5)		—
Lease liabilities		932,392		—		—				932,392
Trade payables and other liabilities		4,660,576		—		—				4,660,576
Warrant liability		—		9,386,666		(9,386,666	)	(8)		—
Forward purchase securities liability		—		2,218,092		(2,218,092	)	(8)		—
Ordinary shares subject to redemption		—		250,000,000		(250,000,000	)	(2)		—
Total non-current liabilities		81,196,539		261,604,758		(337,208,329	)			5,592,968
Current liabilities
Notes debt and loans		120,679,601		1,040,144		(1,040,144	)	(3)		—
						(120,679,601	)	(6)
Interest bearing loans and borrowings		20,472,177		—		(20,472,177	)	(6)		—
Lease liabilities		350,395		—		—				350,395
Trade payables and other liabilities		7,651,667		562,312		(562,312	)	(3)		7,651,667
Current tax liabilities		872,964		—		—				872,964

Total current liabilities		150,026,804		1,602,456		(142,754,234	)			8,875,026

Total liabilities		231,223,343		263,207,214		(479,962,563	)			14,467,994


Shareholders’ equity
Nettar Ordinary shares	50				(50	)	(6)	—
Nettar Preference shares	87				(87	)	(6)	—
Nettar Treasury shares	(170,949,000	)			170,949,000		(9)	—
Warrants	161,432,000		—		—			161,432,000
CF V Class A common stock			60		(60	)	(2)	—
CF V Class B common stock			625		(625	)	(2)	—
PubCo ordinary shares					731		(2)	11,208
					582		(4)
					125		(4)
					206		(4)
					79		(4)
					2,000		(4)
					7,486		(6)
Additional paid-in capital	61,575,504		—		225,664,709		(4)	418,244,641
					23,258,904		(2)
					(11,981,234	)	(7)
					158,872,739		(6)
					(170,949,000	)	(9)
					9,386,666		(8)
					2,218,092		(8)
					3,628,126		(10)
					4,250,212		(10)
					14,986,545		(10)
					97,333,378		(10)
Other paid-in capital	7,697,670		—		—			7,697,670
Retained earnings	(231,103,475	)	(11,981,234	)	11,981,234		(7)	(361,768,208	)
					(4,872,269	)	(5)
					20,866,631		(6)
					(26,460,834		(3)
					(120,198,261	)	(10)

Total shareholders’ equity	(171,347,164	)	(11,980,549	)	408,945,024			225,617,311

Total liabilities and shareholders’ equity	59,876,179		251,226,665		(71,017,539	)		240,085,305

Pro Forma Adjustments to the Condensed Combined Statement of Balance Sheet

(in USD)

The condensed combined statement of balance sheet was derived from the unaudited consolidated statement of financial position of the Company as of June 30, 2021 and the unaudited condensed balance sheet of CF V as of June 30, 2021 (as restated).

Transaction Accounting Adjustments to the Condensed Combined Statement of Financial Position

(1)

To reflect the release of cash from marketable securities held in the Trust Account. The pro forma cash impact of this adjustment is directly reduced by the redemptions of CF V Public Shares for cash immediately prior to consummation of the Business Combination.

(2)

To reflect the cash used from the Trust Account to redeem CF V Public Shares immediately prior to consummation of the Business Combination, and the reclassification of remaining CF V Public Shares to permanent equity and conversion to PubCo Ordinary Shares as part of the Business Combination.

(3)

To reflect the cash payment of an aggregate of approximately $28.1 million of estimated legal, financial advisory and other professional fees related to the Business Combination, including approximately $1.6 million of accounts payable, accrued expenses and sponsor loan payable included in the historical CF V financial statements directly attributable to the Business Combination, an M&A advisory fee of $5.0 million payable to CF&Co., and financial advisory fees and legal, accounting and other service provider fees of approximately $21.5 million. The direct, incremental costs of the Business Combination related to the legal, financial advisory, accounting and other professional fees of approximately $26.5 million is reflected as an adjustment to accumulated deficit. The cost expensed through accumulated deficit is included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020.

(4)

Reflects (i) proceeds of $150.0 million to be received from the Liberty Investment with the corresponding issuance of 20,000,000 PubCo Class A Ordinary Shares, with a nominal value of $0.0001, at approximately $7.50 per share, 5,000,000 $10.00 Liberty Warrants to purchase PubCo Class A Ordinary Shares and 15,000,000 $15.00 Liberty Warrants to purchase PubCo Class A Ordinary Shares, (ii) proceeds of $58.2 million to be received from the PIPE Investment (with the Sponsor’s Subscription Agreement accounting for approximately $23.2 million of the PIPE Investment) with the corresponding issuance of 5,816,770 PubCo Class A Ordinary Shares, with a nominal value of $0.0001, at approximately $10.00 per share, and 2,500,000 PIPE Warrants, (iii) $10,000,000 to be received from the purchase of the Forward Purchase Securities including 1,250,000 PubCo Class A Ordinary Shares and 333,333 PubCo Warrants, (iv) the issuance of an aggregate of 2,846,250 PubCo Class A Ordinary Shares to CF&Co. and CF Securities in satisfaction of $8.75 million of business combination marketing fees and approximately $8.19 million of placement agent fees from the PIPE Investment and Liberty Investment payable to CF&Co. and CF Securities in satisfaction of the repayment of approximately $7.88 million of principal amount and interest on the Loans. Pursuant to the PIPE Subscription Agreements, certain PIPE Investors elected to purchase shares of CF V Class A Common Stock in the open market which offset on a one-for-one basis their commitment to purchase PubCo Class A Ordinary Shares. These PIPE Investors have agreed not to transfer such shares of CF V Class A Common Stock prior to the Closing Date, not to redeem such shares of CF V Class A Common Stock in connection with the Business Combination, and to vote such shares of CF V Class A Common Stock in favor of each Proposal.

(5)

To reflect the payoff of outstanding Columbia Loan at the Closing.

(6)

To reflect the conversion and exchange of the Company’s ordinary shares, preference shares, warrants, options, and convertible notes for PubCo Ordinary Shares as part of the Business Combination.

(7)

To reflect the elimination of CF V’s accumulated deficit, which includes interest income on marketable securities held in the Trust Account, and the changes in the fair value of the warrant liability and forward purchase securities liability through retained earnings; see Notes 2 and 3 in the Transaction Accounting Adjustments to the Combined Statement of Profit or Loss.

(8)

To reflect the recognition of the CF V Public Warrants and CF V Placement Warrants and Forward Purchase Securities as equity instruments upon consummation of the Business Combination.

(9)

To reflect the extinguishment of the Company’s historical treasury shares.

(10)

To reflect the preliminary estimated expense recognized, in accordance with IFRS 2, for the excess of the fair value of PubCo Ordinary Shares issued and the fair value of CF V’s identifiable net assets as of June 30, 2021 including the net impact of redemptions, resulting in a $120.2 million, increase to accumulated loss. The fair value of shares issued was estimated based on a market price of $9.84 per share of CF V Class A Common Stock on January 7, 2022. The value is preliminary and will change based on fluctuations in the share price of CF V Class A Common Stock and changes in the fair value valuations for the other components listed below through the Closing Date.


	Per share value
	Per share value		Shares		Fair value
CF V Class A Common Stock (1)	$	9.84		2,925,895		28,790,807
CF V Class B Common Stock (1)	$	9.84		4,381,000		43,109,040
CF V Warrants (2)				8,866,666		9,386,666
Forward Purchase Securities (2)				1,250,000		2,218,092
PIPE Warrants (2)				2,500,000		4,250,212
Liberty Warrants (2)				20,000,000		43,554,578
Sponsor Earn-Out Shares (2)						14,986,545
Sponsor PIPE forfeiture shares (2)						206,803
Satellogic PIPE forfeiture shares (2)						(3,421,323	)

Total fair value						143,081,420
Book value						22,883,159

Excess of fair value over book value						120,198,261

(1)	Per share value based on closing prices as of January 7, 2022 for shares of CF V Class A Common Stock (CF V).

(2)	Fair values based on various valuation techniques using management estimates and are subject to change at Closing.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF PROFIT AND LOSS

FOR THE SIX MONTHS ENDED JUNE 30, 2021

(in USD)


	Nettar Group Inc.										CF V 6/30/2021 (Historical Restated)			Transaction Accounting Adjustments				Pro Forma Combined
(amounts in USD)	6/30/2021 (Historical)			Other Transaction Adjustments				Adjusted			CF V 6/30/2021 (Historical Restated)			Transaction Accounting Adjustments				Pro Forma Combined
Continuing operations
Revenue from contracts with customers		1,706,275			—				1,706,275			—			—				1,706,275
Cost of sales		(1,250,848	)		—				(1,250,848	)		—			—				(1,250,848	)
Other operating income		—			—				—			—			—				—
Administrative expenses		(8,680,245	)		—				(8,680,245	)		(866,562	)		—				(9,546,807	)
Depreciation		(5,126,498	)		—				(5,126,498	)		—			—				(5,126,498	)
Other operating expenses		(8,502,173	)		—				(8,502,173	)		—			—				(8,502,173	)
Operating loss		(21,853,489	)		—				(21,853,489	)		(866,562	)		—				(22,720,051	)
Finance costs, net		(5,476,371	)		883,292		(a)		(5,508,942	)		—			3,765,407		(1)		(1,743,535	)
					(994,008	)	(a)
					783,927		(b)
					(705,781	)	(b)
Finance income		—			—				—			8,083			(8,083	)	(2)		—
Gain on extinguishment of debt		3,575,773			—				3,575,773			—			—				3,575,773
Change in fair value of warrant liability		—			—				—			962,560			(962,560	)	(3)		—
Change in fair value of forward purchase securities liability		—			—				—			(2,218,092	)		2,218,092		(3)		—
Other financial income (expense)		249,984			—				249,984			—							249,984
Embedded derivative income (expense)		(26,424,890	)		9,967,716		(a)		(17,101,224	)		—			17,101,224		(1)		—
					(644,050	)	(b)
Income (Loss) before income tax		(49,928,993	)		9,291,095				(40,637,898	)		(2,114,011	)		22,114,080				(20,637,829	)
Income tax expense		(220,206	)		—				(220,206	)		—			—				(220,206	)

Income (Loss) for the year		(50,149,199	)		9,291,095				(40,858,104	)		(2,114,011	)		22,114,080				(20,858,035	)

Weighted average shares outstanding basic and diluted		4,985,434							4,985,434			27,324,033							112,078,734

Basic and diluted net (loss) income per share		(10.06	)						(8.20	)		(0.08	)						(0.19	)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF PROFIT AND LOSS

FOR THE YEAR ENDED DECEMBER 31, 2020

(in USD)


	Nettar Group Inc.
(amounts in USD)	12/31/2020 (Historical)			Other Transaction Adjustments				Adjusted			CF V 12/31/2020 (Historical)			Transaction Accounting Adjustments				Pro Forma Combined
Continuing operations
Revenue from contracts with customers		—			—				—			—			—				—
Cost of sales		—			—				—			—			—				—
Other operating income		22,394			—				22,394			—			—				22,394
Administrative expenses		(8,127,496	)		—				(8,127,496	)		(505	)		(26,460,834	)	(4)		(34,588,835	)
Depreciation		(3,182,011	)		—				(3,182,011	)		—			—				(3,182,011	)
Other operating expenses		(11,376,667	)		—				(11,376,667	)		—			(120,198,261	)	(5)		(131,574,928	)
Operating loss		(22,663,780	)		—				(22,663,780	)		(505	)		(146,659,095	)			(169,323,380	)
Finance costs, net		(7,565,781	)		1,126,527		(a)		(9,866,967	)		—			6,338,996		(1)		(3,527,971	)
					(2,004,452	)	(a)
					(1,423,261	)	(b)
Finance income		78,570			—				78,570			—			—				78,570
Change in fair value of warrant liability		—			—				—			—			—				—
Change in fair value of forward purchase securities liability		—			—				—			—			—				—
Other financial income (expense)		596,628			—				596,628			—			—				596,628
Embedded derivative income (expense)		(84,223,586	)		10,611,372		(a)		(73,612,214	)		—			73,612,214		(1)		—
Income (Loss) before income tax		(113,777,949	)		8,310,186				(105,467,763	)		(505	)		(66,707,885	)			(172,176,153	)
Income tax expense		(147,866	)		—				(147,866	)		—			—				(147,866	)

Income (Loss) for the year		(113,925,815	)		8,310,186				(105,615,629	)		(505	)		(66,707,885	)			(172,324,019	)

Weighted average shares outstanding basic and diluted		4,853,668							4,853,668			6,250,000							112,078,734

Basic and diluted net (loss) income per share		(23.47	)						(21.76	)		(0.00	)						(1.54	)

The Company’s statement of profit and loss for the six months ended June 30, 2021 was derived from the unaudited consolidated statement of profit and loss for the six months ended June 30, 2021. The Company’s statement of profit and loss for the year ended December 31, 2020 was derived from the audited consolidated statements of profit and loss for the year ended December 31, 2020. CF V’s statement of operations for the six months ended June 30, 2021 was derived from the unaudited condensed statements of operations for the six months ended June 30, 2021 (as restated). CF V’s statement of operations for year ended December 31, 2020 was derived from the audited statement of operations for the period from January 23, 2020 (inception) to December 31, 2020.

Other Transaction Adjustments to the Company’s Historical Statement of Profit or Loss

(a)

To reflect the elimination of the interest and change in fair value of the Convertible Notes from the historical statement of profit or loss, and the addition of interest expense and other operating income on the new debt related to the Debt and Share Exchange to give pro forma effect as if it had occurred as of January 1, 2020.

(b)

To reflect the elimination of the interest and the change in fair value of the issuance of Company Series X Preference Shares, and the addition of interest expense to give pro forma effect as if it had occurred as of January 1, 2020.

Transaction Accounting Adjustments to the Combined Statement of Profit or Loss

(1)

To reflect the elimination of the notes debt and associated changes in fair value of the embedded derivative to give pro forma effect as if the conversion of Convertible Notes to PubCo Ordinary Shares had occurred as of January 1, 2020.

(2)

To reflect the elimination of interest income on marketable securities held in the Trust Account.

(3)

To reflect the elimination of the change in the fair value of the derivative warrant liability and forward purchase security liability as a result of the recognition of CF V Public Warrants and CF Placement Warrants and Forward Purchase Securities as equity instruments upon consummation of the Business Combination.

(4)

To reflect the direct, incremental costs of the Business Combination related to the legal, financial advisory, accounting and other professional fees.

(5)

To reflect the preliminary estimated expense recognized, in accordance with IFRS 2, for the excess of the fair value of PubCo Ordinary Shares issued and the fair value of CF V’s identifiable net assets as of June 30, 2021; refer to note 10 in the Transaction Accounting Adjustments to the Condensed Combined Statement of Financial Position.

Impact of the Business Combinations on Relative Ownership

The information set forth below supersedes in its entirety the information set forth in the Proxy Statement/Prospectus under “QUESTIONS AND ANSWERS REGARDING THE PROPOSALS—What equity stake will holders of CF V Public Shares, holders of Company Shares, the Sponsor Related Parties, and the PIPE Investors hold in PubCo upon completion of the Business Combination?”:

It is anticipated that upon consummation of the Business Combination, PubCo will become a new public company, and the former holders of securities of CF V and the Company, the Sponsor Related Parties, the Liberty Investor and the PIPE Investors will all become security holders of PubCo.

With respect to the Company’s existing outstanding securities:

•

The Company Warrant is currently exercisable for an aggregate of 4,823,594 Company Series A Preference Shares, Company Series B Preference Shares, and Company Series B-1 Preference Shares. At the Closing, the Company Warrant shall instead become exercisable for such number of PubCo Class A Ordinary Shares into which the Company Preference Shares issuable under the Company Warrant would have been converted had such Company Preference Shares been held by the holder of the Company Warrant immediately prior to the Closing.

•

In connection with the Business Combination, each Company Series X Preference Share shall convert into such number of PubCo Class A Ordinary Shares equal to (x) $10.00 plus all accrued and unpaid dividends (at an annual rate of 7%), divided by $10.00 (rounded to the nearest whole PubCo Class A Ordinary Share), and subject to the potential receipt of Series X Additional Shares as described in the section titled “The Business Combination Proposal—Related Agreements—Series X Preference Shareholder Agreement” of the Definitive Proxy Statement.

Prior to the Initial Merger Effective Time and in connection with the consummation of the Business Combination, the Company is required to take all appropriate actions to cause all Convertible Notes to automatically convert into a number of Company Preference Shares prior to Initial Merger Effective Time in accordance with the section titled “The Business Combination Proposal—Convertible Notes Conversion” of the Definitive Proxy Statement. As of the date hereof, all of the Convertible Noteholders have elected to convert their Convertible Notes at Closing.

The following table sets forth the anticipated ownership of PubCo upon completion of the Business Combination assuming a share price of $8.00 per share, $10.00 per share and $20.00 per share. The ownership percentages reflected in the table are based upon the number of Company Shares and shares of CF V Common Stock issued and outstanding as of January 14, 2022 (and assumes that the Closing occurred on the same date), and are subject to the following additional assumptions:

•

all holders of Convertible Notes convert their Convertible Notes into Company Shares at Closing and all holders of Company Series X Preference Shares convert their Company Series X Preference Shares into PubCo Class A Ordinary Shares in accordance with the Series X Shareholder Agreement;

•

all Company Options and the Company Warrant are exercised prior to Closing;

•

no Company Shareholder exercises its rights of appraisal except for those rights of appraisal exercised by Hannover in respect of 201,517 Company Shares;

•

no issuance of additional securities by PubCo prior to Closing (other than the PIPE Shares, PIPE Warrant and Liberty Securities); and

•

all 22,674,105 shares of CF V Class A Common Stock which were redeemed during the initial redemption period ended December 6, 2021 maintain that redemption and there are no additional redemptions.

In addition, the table below assumes all Liberty Shares and Liberty Warrants are issued to the Liberty Investor on the Closing (and assumes no exercise of Advisory Fee Warrants issued to the Liberty Manager). Closing of the Liberty Investment is subject to expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act and is therefore expected to close in the first half of February 2022. There can be no assurances that the conditions necessary for the Liberty Closing to occur will be satisfied or that the Liberty Closing will otherwise be consummated.

For purposes of the table:

$8.00 per share: This scenario assumes that the maximum number of Additional Shares are issued to the PIPE Investors, the Sponsor and the Company Series X Shareholders, and accordingly that an equal number of PubCo Ordinary Shares are forfeited by the Sponsor, the Company Shareholders and the holders of the Convertible Notes.

$10.00 per share: This scenario assumes no issuance of Additional Shares and no related forfeiture of PubCo Ordinary Shares by the Sponsor, the Company Shareholders and the holders of the Convertible Notes. To the extent the maximum number of Additional Shares are issued to the PIPE Investors, the Sponsor and the Company Series X Shareholders and the closing price of PubCo Class A Ordinary Shares has not yet equaled or exceeded $15.00 for any 20 Trading Days out of 30 Trading Days during the relevant period, the anticipated ownership will be as reflected in the table at $8.00 per share and that the 5,000,000 Warrants held by Liberty exercisable at $10.00 per share have been exercised. In the event that any Additional Shares are issued to the PIPE Investors, the Sponsor and the Company Series X Shareholders, a corresponding number of PubCo Ordinary Shares are forfeited by the Sponsor, the Company Shareholders and the holders of Convertible Notes and the closing price of PubCo Ordinary Shares has not yet equaled or exceeded $15.00 for any 20 Trading Days out of 30 Trading Days during the relevant period, the aggregate number of shares outstanding and the percentage ownership of CF V Public Shares will be the same as set forth in the table below at both $8.00 and $10.00 per share, but the percentage ownership of the remaining categories of shareholders will be adjusted.

$20.00 per share: This scenario assumes that the maximum number of Additional Shares are issued to the PIPE Investors, the Sponsor and the Company Series X Shareholders and that the corresponding number of PubCo Ordinary Shares that were forfeited by the Sponsor, the Company Shareholders and the holders of the Convertible Notes as a result of the issuance of such Additional Shares were earned back and re-issued to the Sponsor, the Company Shareholders and the holders of the Convertible Notes as a result of the closing price of PubCo Ordinary Shares equaling or exceeding $15.00 for any 20 Trading Days out of 30 Trading Days during the 5 year period after Closing, the Sponsor Earn-Out Shares are earned by the Sponsor and all of the PubCo Warrants, including the Liberty Warrants are exercised.

If any of these assumptions are not correct, these amounts and percentages will be different.


	$8.00 per share			$10.00 per share			$20.00 per share
*Shares*
CF V Public Shares		1,175,895			1,175,895			1,567,860
Sponsor Related Parties		12,406,412			11,394,020			14,972,551
PIPE Investors⁽¹⁾		5,812,500			4,650,000			8,312,500
Liberty Investor		20,000,000			27,500,000			42,500,000
Company Shareholders⁽²⁾		72,683,927			74,858,819			75,393,904
Redeeming CF V Stockholders		—			—			7,941,368
		112,078,734			119,578,734			150,688,183
*Ownership ⁽³⁾*
CF V Public Shares		1.0	%		1.0	%		1.0	%
Sponsor Related Parties		11.1	%		9.5	%		9.9	%
PIPE Investors⁽¹⁾		5.2	%		3.9	%		5.5	%
Liberty Investor		17.8	%		23.0	%		28.2	%
Company Shareholders⁽²⁾		64.9	%		62.6	%		50.0	%
Redeeming CF V Stockholders		0.0	%		0.0	%		5.3	%
		100.0	%		100.0	%		100.0	%

(1)

Excludes 2,316,770 PIPE Shares being issued and sold to the Sponsor (which such shares are reflected in the “Sponsor Related Parties” row above) but includes 1,150,000 PIPE Shares purchased by PIPE Investors in open-market purchases which satisfied their commitments under the PIPE Subscription Agreements.

(2)	Includes holders of Company Ordinary Shares, Company Preference Shares, Company Options and Convertible Notes.

(3)	Approximate percentage of total outstanding PubCo Ordinary Shares immediately following the Closing, subject to the assumptions set forth herein.

Management of PubCo following the Business Combination

The information set forth below amends and supplements the information set forth in the Proxy Statement/Prospectus under “Management of PubCo Following the Business Combination”.

The Proxy Statement/Prospectus indicated that at Closing PubCo’s Board would be comprised of four directors: Emiliano Kargieman, Ted Wang, Marcos Galperin and Brad Halverson.

Presently, the PubCo Board is expected to be composed of eight directors. Pursuant to the Liberty Letter Agreement, it is expected that the additional directors will include Secretary Steven Terner Mnuchin and one other individual to be selected by the Liberty Investor, each of whom will be appointed to the PubCo Board at Closing as the initial Liberty Directors, Howard Lutnick and an individual to be selected by Mr. Kargieman who is reasonably acceptable to Liberty and whose appointment shall be in compliance with NASDAQ listing requirements. See the section above under the heading “Recent Developments—Liberty Investment” for additional information regarding the Liberty Letter Agreement.

The following table sets forth the persons that PubCo anticipates will become the directors of PubCo, at Closing, the Class of each director and whether the director is expected to be independent. It is expected that Steven Terner Mnuchin will serve as Non-Executive Chairman of the PubCo Board following the Closing. The Liberty Directors will serve as Class I directors.


Name	Age	Independence
Marcos Galperin	50	Independent
Brad Halverson	61	Independent
Emiliano Kargieman	46	Non-Independent
Howard Lutnick	60	Non-Independent
Steven Terner Mnuchin	59	Non-Independent
Ted Wang	52	Independent
Liberty Designee	—	Independent
Kargieman Designee	—	Independent

Following is biographical information for each of the directors.

Marcos Galperin. Mr. Galperin is the Chairman, President and CEO of MercadoLibre, the largest e-commerce website in Latin America, which he co-founded in 1999. He also served as a director of Globant S.A. (NYSE: GLOB) until his resignation in April 2020. Mr. Galperin also worked in the fixed income department of J.P. Morgan Securities Inc. in New York from June to August 1998 and at YPF S.A., an integrated oil company, in Buenos Aires, Argentina, where he was a Futures and Options Associate and managed YPF’s currency and oil derivatives program from 1994 to 1997. Mr. Galperin received an MBA from Stanford University and graduated with honors from the Wharton School of the University of Pennsylvania.

Brad Halverson. Mr. Halverson is the former Group President and CFO of Caterpillar, a Fortune 100 company and the world’s leading manufacturer of construction and mining equipment, diesel and gas engines, turbines, and locomotives where he served from 2013 to 2018. He joined Caterpillar in 1988, serving in various roles of increasing responsibility including leading the Caterpillar Financial Business unit as well as the Human Resources, Global Supply Chain and Information Services Functions. Mr. Halverson currently serves on the boards of Sysco Corporation, where he is the audit committee chairman, and Lear Corporation. He also previously served as a director for the U.S. Chamber of Commerce. Mr. Halverson attended the University of Illinois, where he received a Bachelor of Science Degree in Accounting and an Executive Masters of Business Administration. He is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants.

Emiliano Kargieman. Upon the closing of the Business Combination, Mr. Kargieman will serve as the Chief Executive Officer of PubCo. Mr. Kargieman founded the Company and has served as its Chief Executive Officer since July 2010. Prior to founding the Company, Mr. Kargieman founded Core Security Technologies, which developed automated penetration testing software, and co-founded and Directed Aconcagua Ventures, which focused on investing and developing high-tech startups in Latin America to be global businesses. Mr. Kargieman has also founded various other technology startups, including GarageLab, a problem-solving laboratory based on an innovative multidisciplinary approach involving science, technology, art and business. He has independently consulted for several corporations and government agencies and served as a Member of the Special Projects Group at the World Bank. Mr. Kargieman has a formal background in number theory and philosophy.

Howard W. Lutnick. Mr. Lutnick has been the Chairman and Chief Executive Officer of CF V since April 2020. Mr. Lutnick is also the Chairman, President and Chief Executive Officer of Cantor Fitzgerald, L.P. (“Cantor”). Mr. Lutnick joined Cantor in 1983 and has served as President and Chief Executive Officer of Cantor since 1992 and as Chairman since 1996. Mr. Lutnick’s company, CF Group Management, Inc. (“CFGM”), is the managing general partner of Cantor. Mr. Lutnick is also the Chairman of the Board of Directors of BGC Partners, Inc. and its Chief Executive Officer, positions in which he has served from June 1999 to the present. In addition, Mr. Lutnick has served as Chairman of Newmark Group, Inc. since 2016. Mr. Lutnick served as the Chairman and Chief Executive Officer of CF Finance Acquisition Corp. from October 2015 to November 2020 when Cantor SPAC I consummated its initial business combination with GCM Grosvenor Inc., as the Chairman and Chief Executive Officer of CF Finance Acquisition Corp. II from September 2019 to March 2021 when Cantor SPAC II consummated its initial business combination with View, Inc. and as the Chairman and Chief Executive Officer of CF Finance Acquisition Corp. III from March 2016 to August 2021, when Cantor SPAC III consummated its initial business combination with AEye, Inc. Mr. Lutnick has also served as the Chairman and Chief Executive Officer of CF Acquisition Corp. IV since January 2020, CF Acquisition Corp. VI since April 2020, CF Acquisition Corp. VII since July 2020 and CF Acquisition Corp. VIII since July 2020. Mr. Lutnick is a member of the Board of Directors of the Fisher Center for Alzheimer’s Research Foundation at Rockefeller University, the Board of Directors of the Horace Mann School, the Board of Directors of the National September 11 Memorial & Museum, the Board of Directors of the Partnership for New York City, and the Board of Overseers of The Hoover Institution. In addition, Mr. Lutnick has served as Chairman and Chief Executive Officer of each of Cantor Fitzgerald Income Trust, Inc. (formerly known as Rodin Global Property Trust, Inc.) and Rodin Income Trust, Inc. since February 2017 and as President of Rodin Income Trust, Inc. since January 2018.

Steven Terner Mnuchin. Secretary Steven T. Mnuchin serves as the Managing Partner of Liberty Strategic Capital and chairs the firm’s Investment Committee. Prior to founding Liberty, he served as the 77th Secretary of the Treasury from February 2017 through January 2021. As Secretary, Mr. Mnuchin was responsible for leading the U.S. Treasury, whose mission is to maintain a strong economy, foster economic growth, and create job opportunities by promoting the conditions that enable prosperity at home and abroad. He was also responsible for strengthening national security by combating economic threats and protecting our financial system, as well as managing the U.S. Government’s finances. Mr. Mnuchin also oversaw Cybersecurity for Financial Services, IRS, and US Treasury Bureaus.

Secretary Mnuchin played a pivotal role in advancing the Administration’s economic agenda, including the passage and implementation of the Tax Cuts and Jobs Act and the CARES Act. He also led the Treasury Department’s regulatory reform efforts. Secretary Mnuchin was chair of the Committee on Foreign Investment in the United States (CFIUS) and was a member of the National Security Council. He was responsible for using economic tools to combat terrorist financing and other threats to the United States and our allies. Prior to his confirmation, he served as Founder, Chairman, and Chief Executive Officer of Dune Capital Management. He founded OneWest Bank Group LLC and served as its Chairman and Chief Executive Officer until its sale to CIT Group Inc. Earlier in his career, Secretary Mnuchin worked at The Goldman Sachs Group, Inc., where he was a Partner and served as Chief Information Officer. He has extensive experience in global financial markets and investments.

Secretary Mnuchin is committed to philanthropic activities and previously served as a Member of the Boards of the Museum of Contemporary Art Los Angeles (MOCA), the Whitney Museum of Art, the Hirshhorn Museum and Sculpture Garden on the Mall, the UCLA Health System Board, the New York Presbyterian Hospital Board, and the Los Angeles Police Foundation. He was born and raised in New York City. Secretary Mnuchin holds a BA from Yale University.

Ted Wang. Mr. Wang has been a partner at Cowboy Ventures, a venture capital fund focused on enterprise and consumer-oriented software-driven companies since February 2017. Prior to joining Cowboy Ventures, Mr. Wang was a partner at Fenwick & West, LLP, focusing his practice on emerging technology companies from October 2006 to January 2017. Mr. Wang also serves on the boards of directors of several private companies, including companies providing robotic automation software, developer operations software and software applying artificial intelligence. Mr. Wang hold a B.A. in history and Latin from Duke University and a J.D. from the University of Virginia.

Controlled Company

For purposes of the rules of the Trading Market and due to the revised voting of the PubCo Class B Ordinary Shares as described below under the heading “Amended PubCo Governing Documents,” PubCo is not expected to be a “controlled company.” Under the Trading Market rules, controlled companies are companies of which more than 50% of the voting power for the election of directors is held by an individual, a group, or another company. Upon completion of the Business Combination, Emiliano Kargieman will own approximately 20.9% of the outstanding voting power for the election of directors (which does not include PubCo Ordinary Shares issuable upon exercise of the Assumed Company Warrant or any Assumed Options).

Foreign Private Issuer Exemption

As a “foreign private issuer,” as defined by the SEC, PubCo is permitted to follow home country corporate governance practices, instead of certain corporate governance practices required by the Trading Market for U.S. domestic issuers other than with respect to certain voting and committee requirements. PubCo has elected to avail itself of the exemptions available to it under Rule 5613(c) of the Trading Market rules by forgoing (i) the requirement that PubCo have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (ii) the requirement that PubCo have a nominating and corporate governance committee composed of entirely independent directors. PubCo will be eligible to take advantage of additional exemptions from certain corporate governance standards of the Trading Market.

PubCo intends to take all actions necessary for it to maintain compliance as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act of 2002, the rules adopted by the SEC and the Trading Market corporate governance rules and listing standards.

Because PubCo is, and upon the Closing is expected to be, a foreign private issuer, its directors and senior management are not subject to short-swing profit and insider trading reporting obligations under Section 16 of the Exchange Act. They will, however, be subject to the obligations to report changes in share ownership under Section 13 of the Exchange Act and related SEC rules.

Nominating Committee

PubCo now expects to have a Nominating Committee that will be responsible for, among other things:

•

identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors;

•

overseeing succession planning for our Chief Executive Officer and other executive officers;

•

periodically reviewing our board of directors’ leadership structure and recommending any proposed changes to our board of directors; and

•

overseeing an annual evaluation of the effectiveness of our board of directors and its committees.

The members of PubCo’s nominating committee will be appointed by the PubCo Board on or before the Liberty Closing. The PubCo Board will adopt a new written charter for the Nominating Committee, which will be available on PubCo’s website after adoption. The reference to PubCo’s website address in this Supplement does not include or incorporate by reference the information on PubCo’s website into this Supplement.

Amended PubCo Governing Documents

In connection with the Liberty Letter Agreement, PubCo will amend the PubCo Governing Documents in the manner set forth in Annex A hereto. The following is a summary of the relevant sections of the description of the securities of PubCo after giving effect to the amended PubCo Governing Documents. The information set forth below amends and supplements the information set forth in the Proxy Statement/Prospectus under “Description of PubCo Securities”.

PubCo Class A Ordinary Shares

The following summarizes the rights of holders of PubCo Class A Ordinary Shares:

•

each holder of PubCo Class A Ordinary Shares is entitled to one vote per share on all matters to be voted on by shareholders generally, including the election of directors;

•

holders of PubCo Class A Ordinary Shares vote together with holders of PubCo Class B Ordinary Shares;

•

the holders of PubCo Class A Ordinary Shares are entitled to dividends and other distributions, pari passu with PubCo Class B Ordinary Shares, as may be declared from time to time by our board of directors out of funds legally available for that purpose, if any, and pursuant to the PubCo Governing Documents, all dividends unclaimed for six years after having been declared shall be forfeited and shall revert to PubCo; and

•

upon our liquidation, dissolution or winding up, the holders of PubCo Class A Ordinary Shares will be entitled to share ratably, pari passu with PubCo Class B Ordinary Shares, in the distribution of all of our assets remaining available for distribution after satisfaction of all our liabilities.

PubCo Class B Ordinary Shares

The following summarizes the rights of holders of our PubCo Class B Ordinary Shares:

•

holders of PubCo Class B Ordinary Shares are entitled to the right to a number of votes per share such that, upon the Liberty Closing, the aggregate number of votes attributable to the PubCo Class B Ordinary Shares equal the number of aggregate number of votes attributable to PubCo Ordinary Shares held by the Liberty Investor, on any all matters to be voted on by shareholders generally, including the election of directors (the “Class B Vote Per Share”) with the Class B Vote Per Share being subject to automatic adjustment as provided for in the manner described in the paragraph below entitled “Automatic Adjustment to Class B Vote Per Share”;

•

holders of PubCo Class B Ordinary Shares vote together with holders of PubCo Class A Ordinary Shares;

•

each PubCo Class B Ordinary Share carries the right to one (1) vote on any “Class B Resolution of Members”, that term meaning, in respect of the PubCo Class B Shares that are or may be in issue in PubCo, a resolution passed by a simple majority of the shareholders holding PubCo Class B Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a meeting of the shareholders holding PubCo Class B Shares, and includes a written resolution signed by or on behalf of an absolute majority of the shareholders holding PubCo Class B Shares (taking account of the number of votes their shares confer);

•

the holders of PubCo Class B Ordinary Shares are entitled to dividends and other distributions, pari passu with PubCo Class A Ordinary Shares, as may be declared from time to time by our board of directors out of funds legally available for that purpose, if any, and pursuant to the PubCo Governing Documents, all dividends unclaimed for six years after having been declared shall be forfeited and shall revert to PubCo;

•

upon our liquidation, dissolution or winding up, the holders of PubCo Class B Ordinary Shares will be entitled to share ratably, pari passu with PubCo Class B Ordinary Shares, in the distribution of all of our assets remaining available for distribution after satisfaction of all our liabilities;

•

each PubCo Class B Ordinary Share shall be convertible into one PubCo Class A Ordinary Share at the option of the holder of such PubCo Class B Ordinary Shares at any time;

•

each PubCo Class B Ordinary Share shall automatically convert into one PubCo Class A Ordinary Share: (a) upon the expiry of the period of five years from the date that PubCo Class A Ordinary Shares (or depositary receipts therefor) are first listed or quoted on a Recognised Exchange (as defined in the BVI Act); (b) where the holder of the PubCo Class B Ordinary Share transfers the PubCo Class B Ordinary Shares to a person other than a person who falls into to certain categories of permitted transferee specified in the PubCo Governing Documents; or (c) where the PubCo Class B Ordinary Share concerned is transferred to such a permitted transferee but such transferee ceases to fulfil certain criteria specified in the PubCo Governing Documents; and

•

each PubCo Class B Ordinary Share is subject to restrictions on its transfer by virtue of which a PubCo Class B Ordinary Share may only be transferred as permitted by the PubCo Governing Documents and applicable securities laws.

Automatic Adjustment to Class B Vote Per Share

The Class B Vote Per Share as described above is subject to automatic adjustment in the manner described in this section.

If before the occurrence of a Cessation Event, the Liberty Warrantholder exercises any Liberty Warrants, then the Class B Vote Per Share shall be automatically increased such that the number of votes represented by all PubCo Class B Ordinary Shares is increased by the Class B Vote Ratchet, and the Class B Vote Per Share shall be increased by (i) the Class B Vote Ratchet divided by (ii) the total number of PubCo Class B Ordinary Shares then issued and outstanding. Following the occurrence of a Cessation Event, there shall be no further adjustments to the Class B Votes Per Share.

•

For the purposes of the foregoing:

•

a “Cessation Event” occurs when the Liberty Investor and/or its Relevant Affiliates carry out a Transfer, in the aggregate with all prior Transfers of Liberty Shares, Liberty Warrant Shares and shares purchased by exercise of the Liberty Advisory Fee Warrants by the Liberty Investor, Liberty Manager and their Relevant Affiliates, to any person(s) who are not Relevant Affiliates of the Liberty Investor or Liberty Manager economic ownership of a number of Liberty Shares, Liberty Warrant Shares and shares purchased by exercise of the Liberty Advisory Fee Warrants such that the Liberty Investor, Liberty Manager and their Relevant Affiliates no longer hold the economic ownership in an aggregate of at least 6,666,666 PubCo Class A Ordinary Shares and the term “Cessation Event” shall be construed accordingly.

•

“Class B Vote Ratchet” means, for any Liberty Warrants being exercised by a Liberty Warrantholder, a product equal to (i) the number of PubCo Class A Ordinary Shares purchased upon the exercise of Liberty Warrants by such Liberty Warrantholder, multiplied (ii) (A) the remainder of (I) the VWAP Price, minus (II) the applicable exercise price for such Liberty Warrant, divided by (B) the VWAP Price, multiplied by (iii) (A) the number of PubCo Class B Ordinary Shares issued and outstanding as of the relevant date, divided by (B) the number of PubCo Class B Ordinary Shares issued and outstanding as of the Liberty Closing (adjusted for share splits, reverse splits and the like). In the event any Liberty Warrants are exercised on a net settlement basis, the Class B Vote Ratchet with respect to such Liberty Warrants shall equal (i) the number of PubCo Class A Ordinary Shares being issued to the Liberty Warrantholder in respect of such exercise multiplied by (ii) (A) the number of PubCo Class B Ordinary Shares issued and outstanding as of the relevant date, divided by (B) the number of PubCo Class B Ordinary Shares issued and outstanding as of the Liberty Closing (adjusted for share splits, reverse splits and the like).

•

“Liberty Advisory Fee Warrants” means the warrants to purchase PubCo Class A Ordinary Shares issued to the Liberty Manager as an advisory fee at the Liberty Closing pursuant to the Liberty Letter Agreement.

•

“Liberty Closing” means the date of completion of the purchase of PubCo Class A Ordinary Shares and Liberty Warrants pursuant to the Liberty Subscription Agreement.

•

“Liberty Closing Date” means the date on which PubCo issues the Liberty Shares and the Liberty Warrants.

•

“Liberty Lock-Up Period” means the period commencing on the Liberty Closing and expiring on the first (1st) anniversary of the Merger Transaction Closing.

•

“Liberty Warrants” means the warrants to purchase PubCo Class A Ordinary Shares subscribed for by the Liberty Investor pursuant to the Liberty Subscription Agreement and by the Liberty Manager pursuant to the Liberty Letter Agreement.

•

“Liberty Warrant Shares” means PubCo Class A Ordinary Shares issued upon the exercise of a Liberty Warrant.

•

“Liberty Warrantholder” means the holder of a Liberty Warrant, solely to the extent the Liberty Warrant is held by the Liberty Investor or a Relevant Affiliate.

•

“Merger Transaction Closing” means the consummation of the Mergers.

•

“Permitted Transferee” means any entity to whom Liberty Investor or a Permitted Transferee is permitted to Transfer Subscriber Securities prior to the expiration of the Liberty Lock-Up Period.

•

“Relevant Affiliate” means, with respect to any specified person, any other person or group of persons acting together that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with such specified person (where the term “control” (and any correlative terms) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise). Notwithstanding the foregoing, in relation to the Liberty Investor only entities that are managed by the Liberty Manager or an Affiliate (as defined in the PubCo Governing Documents) of the Liberty Manager shall be regarded as being Relevant Affiliates of the Liberty Investor.

•

“Transfer” means:

•

sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to any relevant securities;

•

enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any relevant securities; and/or

•

publicly announce any intention to effect any transaction specified in (A) or (B) of this definition.

•

“VWAP Price” means, as of any trading day during which a Warrant is exercised by Liberty Warrantholder, the volume weighted average price of a PubCo Class A Ordinary Share over the course of the 30-day period ending on the trading day immediately prior to such trading day.

Appointment of Directors

Directors are appointed by resolution of the shareholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors.

The directors are divided into three classes: Class I, Class II and Class III. The number of directors in each class must be as nearly equal as possible. The directors currently in office are already so designated. The first Class I Directors shall stand elected for a term expiring at the time of the election of directors at PubCo’s first annual general meeting or if no directors are elected at PubCo’s first annual general meeting, at the conclusion of PubCo’s first annual general meeting, the first Class II Directors shall stand elected for a term expiring at the time of the election of directors at PubCo’s second annual general meeting or if no directors are elected at PubCo’s second annual general meeting, at the conclusion of PubCo’s second annual general meeting and the first Class III Directors shall stand elected for a term expiring at the time of the election of directors at Company’s third annual general meeting or if no directors are elected at PubCo’s third annual general meeting, at the conclusion of PubCo’s third annual general meeting. Commencing at PubCo’s first annual general meeting, and at each annual general meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected by shareholder resolution for a term of office to expire at the third succeeding annual general meeting after their election. In the interim between annual general meetings or extraordinary general meetings called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, additional directors and any vacancies in the board of directors may be filled by the vote of a majority of the remaining directors then in office. A director may be removed from office by a resolution of the shareholders or of all the directors (other than the director who is subject to removal) only for “Cause”, as defined in the PubCo Governing Documents.

Nominations of any individual for election to the board of directors at an annual general meeting or an extraordinary general meeting (but only if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such meeting) may be made at such meeting only: (a) by or at the direction of the board of directors, including by any committee or persons authorized to do so by the PubCo Board or the PubCo Governing Documents; or (b) by a shareholder present in person: (i) who was a shareholder both at the time of giving the notice concerned with the nomination of the appointment of the director as provided for in the PubCo Governing Documents and at the time of the meeting; (ii) is entitled to vote at the meeting; (iii) has complied with the requirements of the PubCo Governing Documents for the giving of a notice of nomination for the election of directors.

Beneficial Ownership of Securities

The information set forth below supersedes all of the information in the Proxy Statement/Prospectus relating to the beneficial ownership of PubCo upon Closing under “Beneficial Ownership of Securities”.

The following table sets forth information regarding the beneficial ownership of PubCo Ordinary Shares as of January 17, 2022, assuming each of the Business Combination and the Liberty Closing was completed on such date, by:

•

each person known by PubCo to be the beneficial owner of more than 5% of PubCo Ordinary Shares;

•

each of PubCo’s officers and directors; and

•

all executive officers and directors of PubCo as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The expected beneficial ownership of PubCo Ordinary Shares immediately following the consummation of the Business Combination assumes 91,160,926 PubCo Ordinary Shares issued and outstanding consisting of 77,498,022 PubCo Class A Ordinary Shares and 13,662,924 PubCo Class B Ordinary Shares, which assumes that none of the approximately 22.67 million shares of CF V Class A Common Stock which were redeemed prior to expiry of the Redemption Period on December 6, 2021 are withdrawn, and that there are no additional redemptions:

If the actual facts are different than these assumptions, the numbers in the below table will be different. For further details, see “Business Combination Proposal—The Merger Agreement—Business Combination.”

Unless otherwise indicated, we believe that all persons named in the table below have or will have as of immediately following the Business Combination, as applicable, sole voting and investment power with respect to the voting securities beneficially owned by them.

The following tables assume that all outstanding Convertible Notes have been converted.

Beneficial Ownership Table of PubCo Upon Closing – Redemptions as of December 6, 2021.


	PubCo Class A Ordinary Shares					PubCo Class B Ordinary Shares					Approximate Percentage of Outstanding Common Stock
Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		% of Class			Number of Shares Beneficially Owned		% of Class
Directors and Executive Officers⁽¹⁾
Emiliano Kargieman		—		—	%		13,662,924		100.0	%		15.0	%
Rick Dunn		518,493		0.7	%		—		—	%		0.6	%
Aviv Cohen		360,065		0.5	%		—		—	%		0.4	%
Gerardo Richarte		1,742,026		2.2	%		—		—	%		1.9	%
Rebeca Brandys		31,707		*			—		—	%		*
Ted Wang		443,905		0.6	%		—		—	%		0.5	%
Marcos Galperin		26,328		*			—		—	%		*
Brad Halverson		—		—	%		—		—	%		—	%
Steven Terner Mnuchin⁽²⁾		42,500,000		42.5	%		—		—	%		37.4	%
Howard Lutnick⁽³⁾		13,776,353		17.7	%							15.0	%


All executive officers and directors as a group (10 individuals)	45,622,524	45.0	%	13,662,924	100	%	51.5	%
5% or More Shareholders:
Cantor Fitzgerald L.P.⁽³⁾	13,776,353	17.7	%	—	—	%	15.0	%
Pitanga Invest Ltd.⁽⁴⁾	10,656,754	13.8	%	—	—	%	11.7	%
Hannover Holdings S.A.⁽⁵⁾	7,558,305	9.8	%	—	—	%	8.3	%
Liberty Strategic Capital (SATL) Holdings, LLC⁽²⁾	42,500,000	42.5	%	—	—	%	37.4	%

(1)	Unless otherwise noted, the business address of each of the following entities or individuals is c/o Satellogic Inc., Ruta 8 Km 17,500, Edificio 300 Oficina 324 Zonamérica Montevideo, 91600, Uruguay.

(2)

Reflects 22,500,000 PubCo Warrants held by the Liberty Investor or its affiliates that are exercisable within 60 days of Closing. Steven T. Mnuchin is the indirect managing member of Liberty Strategic Capital (SATL) Holdings, LLC and the indirect managing member of the investment advisor to Liberty Strategic Capital (SATL) Holdings, LLC and therefore may be deemed to beneficially own the shares held by Liberty Strategic Capital (SATL) Holdings, LLC. The business address of Steven T. Mnuchin and Liberty Strategic Capital (SATL) Holdings, LLC is c/o Liberty 77 Capital LP, 2001 Pennsylvania Avenue NW, Washington, DC 20006.

(3)

Upon Closing, (i) the Sponsor will be the record holder of 10,396,770 PubCo Class A Ordinary Shares, comprised of 600,000 shares converted from CF V Placement Shares, 6,230,000 shares converted from Founder Shares, 1,250,000 PubCo Class A Ordinary Shares purchased pursuant to the Forward Purchase Contract, and 2,316,770 PIPE Shares, (ii) CF&Co. will be the record holder of 2,058,229 PubCo Class A Ordinary Shares issued as consideration for the business combination marketing fee and placement agent fees, and (iii) CF Securities will be the record holder of 788,021 PubCo Class A Ordinary Shares issued as repayment of amounts outstanding under the Promissory Note. Cantor is the sole member the Sponsor and indirectly holds a majority of the ownership interests of CF&Co. and CF Securities. CFGM is the managing general partner of Cantor and directly or indirectly controls the managing general partners of CF Securities and CF&Co. Mr. Lutnick, is the Chairman and Chief Executive Officer of CF V and CFGM, and is the trustee of CFGM’s sole stockholder. As such, each of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the PubCo Class A Ordinary Shares held directly by the Sponsor, CF&Co. and CF Securities. Each such entity or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Also reflects 200,000 PubCo Class A Ordinary Shares issuable upon exercise of the Warrants converted from CF V Placement Warrants and 333,333 PubCo Class A Ordinary Shares issuable upon exercise of the Warrants issued under the Forward Purchase Contract which will be owned by the Sponsor upon Closing and that will be exercisable within 60 days of Closing. The principal place of business for each such person is 110 East 59th Street, New York, New York 10022.

(4)	Information related to Pitanga Invest Ltd.’s beneficial ownership is not available to PubCo.

(5)	Information related to Hannover Holdings S.A.’s beneficial ownership is not available to PubCo.

Cautionary Statement Regarding Forward-Looking Statements

This Supplement, and the documents incorporated by reference in this Supplement, contain forward-looking statements (or forward-looking information). When we use words such as “anticipate,” “intend,” “plan,” “seek,” “believe,” “may,” “could,” “will,” “should,” “would,” “could,” “estimate,” “continue,” “predict,” “potential,” “project,” “expect,” or similar expressions, we do so to identify forward- looking statements. Forward-looking statements in this Supplement include, but are not limited to, statements about:

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PubCo’s ability to consummate the Business Combination;

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PubCo’s ability to consummate the Liberty Investment;

•

costs related to the proposed Business Combination; and

•

PubCo’s ability to obtain the approvals required under the Hart-Scott-Rodino Act.

Forward-looking statements are based on current expectations that involve assumptions that are difficult or impossible to predict accurately and many of which are beyond our control, including general economic and market conditions, industry conditions, operational and other factors. Actual results may differ materially from those expressed or implied in these statements contained in this Supplement as a result of significant risks and uncertainties, including, but not limited to:

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination;

•

the outcome of any legal proceedings that may be instituted against CF V, the Company or others following announcement of the Business Combination and the transactions contemplated therein;

•

costs related to the proposed Business Combination; and

•

other risks and uncertainties indicated in the Proxy/Statement Prospectus, including those under “Risk Factors” therein, and other filings that have been made or will be made with the SEC by CF V or PubCo

Additional information about these and other risks and uncertainties is contained in Satellogic Inc.’s and CF Acquisition Corp. V’s filings with the SEC. See “Where You Can Find Additional Information” beginning on page 293 of the Proxy Statement/Prospectus. The statements in this Supplement speak only as of the date of this Supplement, and we undertake no obligation or intention to update or revise any forward-looking statement, whether as a result of new information, changes in assumptions, future developments or otherwise, except as may be required by law.

ANNEX A

Amended PubCo Governing Documents

Company no. 2067782

LOGO

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT (AS REVISED)

COMPANY LIMITED BY SHARES

MEMORANDUM AND ARTICLES OF ASSOCIATION

Satellogic Inc.

Incorporated on the 29th day of June 2021

Amended and Restated on the 4th day of November 2021

Amended and Restated on the [ ] day of [ ] 2022

Maples Corporate Services (BVI) Limited

Kingston Chambers

PO Box 173

Road Town, Tortola

British Virgin Islands

TERRITORY OF THE BRITISH VIRGIN ISLANDS

THE BVI BUSINESS COMPANIES ACT (AS REVISED)

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

Satellogic Inc.

Name

The name of the Company is Satellogic Inc..

2	Status

2.1	The Company is a company limited by shares.

2.2	The liability of each Member is limited to the amount unpaid, if any, on such Member’s shares.

SEC Form DEFA14A filed by CF Acquisition Corp. V