- Investment will support Satellogic as it scales its
constellation, with the goal of weekly remapping of the entire
Earth’s surface in 2023 and daily remapping thereafter, unlocking
countless commercial, sustainability, and government
applications
- Secretary Mnuchin to serve as Non-Executive Chairman of
Satellogic Board of Directors
- Howard W. Lutnick, Chairman and CEO of Cantor Fitzgerald and
CFV, to join Satellogic Board of Directors
- Satellogic satellites have the capacity to collect more images
than the closest four satellite competitors combined, changing the
way we see our Earth by delivering data that helps analyze and
develop solutions for the world’s most pressing problems within a
$140 billion TAM opportunity1
- Total committed capital of $265 million; merger slated to close
in Q1 2022
Satellogic, a leader in sub-meter resolution satellite imagery
collection, currently 70 centimeters, and CF Acquisition Corp. V
(Nasdaq: CFV) (“CFV”), a special purpose acquisition company
sponsored by Cantor Fitzgerald, today announced that they have
secured an additional $150 million private placement commitment
from Liberty Strategic Capital (“Liberty”), a private equity firm
founded and led by former U.S. Secretary of the Treasury Steven T.
Mnuchin.
This investment brings the total committed capital coming into
Satellogic in this series of transactions to more than $265
million, building on the previously announced PIPE offering of $100
million led by SoftBank's SBLA Advisers Corp. and Cantor
Fitzgerald, among other top-tier institutional investors. Cantor
Fitzgerald has increased its PIPE participation to approximately
$58 million from the previously disclosed amount of $33 million.
Both the Liberty and SoftBank SBLA Advisers Corp. placements are
subject to lock-up provisions for a minimum of a year. The capital
will further position Satellogic to remap the entire surface of the
Earth in sub-meter resolution, creating unprecedented data
analytics and commercial applications within its $140 billion Total
Addressable Market (“TAM”).
In connection with Liberty’s investment in Satellogic, Secretary
Mnuchin will join Satellogic’s Board of Directors as Non-Executive
Chairman. Chairman and CEO of Cantor Fitzgerald and CFV Howard
Lutnick will also join the Board of Directors.
Secretary Mnuchin, Founder and Managing Partner of Liberty,
said, “It is hard to overstate the importance of up-to-date, high
resolution Earth imagery as an aid to decision making across a
broad variety of contexts. As Satellogic builds out its network to
provide daily remaps of the Earth’s surface at a low cost, we
believe the company is well positioned to provide governments and
businesses with the information they need to make better, more
well-informed decisions with respect to a host of pressing
problems. We are excited to partner with Satellogic as they
continue to innovate in this exciting and growing market.”
Emiliano Kargieman, CEO of Satellogic, said, “We are thrilled to
welcome Secretary Mnuchin and Howard Lutnick to the Satellogic
Board of Directors, and Liberty and its investors to our ownership
as a public company. This transaction is a significant step towards
our plan of daily sub-meter resolution world remaps ready to
address vast and affordable commercial applications.”
Howard W. Lutnick, Chairman and CEO of Cantor Fitzgerald and
CFV, stated, “I’m excited Secretary Mnuchin and the team at Liberty
share our enthusiasm for the enormous value Satellogic’s massive
data capacity unlocks. Satellogic’s low-earth images will bring
unique data sets and global analytics to the private sector and
governments world-wide.”
Company Highlights
- Images that Change the Way We See the Earth:
Satellogic’s satellites have more capture capacity than the closest
four satellite competitors combined. Satellogic intends to launch
additional satellites in 2022, more than doubling its data and
imagery capacity, and it expects to create weekly sub-meter
resolution world remaps by the end of 2023 and daily remaps
thereafter.
- Highly Scalable, Competitive Operating Model:
Satellogic’s unique, patented camera design, underpinned by
vertically integrated manufacturing, enables its satellites to
capture 10 times more data at one-tenth of the cost of its
competitors’ high-resolution Earth Observation satellites.
Satellogic also benefits from shorter R&D cycles and the
ability to efficiently scale while maintaining overall
quality.
- Delivering Data to Solve the World’s Most Pressing
Problems: Satellogic was founded to help solve some of the
greatest challenges of our time: resource utilization and
distribution. From tradeoffs between food, energy and water
supplies, to monitoring the impacts of natural disasters, global
health and humanitarian crises in the midst of a looming climate
emergency; access to a continually refreshed source of global,
high-quality data is critical to confronting some of the world’s
most crucial issues.
- Unparalleled Commercial and Government Applications:
Using its patented satellite technology, Satellogic’s enormous
comparative image and data capture capacity position it for vast
commercial and government applications through a live catalog of
every square meter of Earth. For instance, governments could
monitor their borders or assess supply chain congestion, companies
and communities could swiftly analyze the wake of a hurricane or
fire to determine damage, and climate scientists can track the
impact of global warming and resource utilization to inform
policymakers, among countless other use cases. Across industries
and around the globe, Satellogic customers will be able to make
smarter decisions, informed by the best-in-class technology and
leading content collection at an affordable price point.
Next Steps
The proposed merger with CFV is projected to close in the first
quarter of 2022. Liberty’s investment in Satellogic is expected to
close in mid-February after the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
A proxy statement/prospectus supplement is being filed with the
Securities and Exchange Commission for CFV’s special meeting of
stockholders, which is scheduled for January 24, 2022 at 11:00 a.m.
EST via live webcast.
Advisors
Cantor Fitzgerald & Co. is serving as financial advisor and
capital markets advisor to CFV as well as placement agent on the
PIPE, with Hughes Hubbard & Reed LLP serving as legal counsel
to CFV. J.P. Morgan is serving as financial advisor to Satellogic,
with Friedman Kaplan Seiler & Adelman LLP and Greenberg Traurig
LLP serving as legal counsel to the Company. Paul, Weiss, Rifkind,
Wharton & Garrison LLP is serving as legal counsel to Liberty
Strategic Capital.
About Satellogic
Founded in 2010 by Emiliano Kargieman and Gerardo Richarte,
Satellogic is the first vertically integrated geospatial company,
driving real outcomes with planetary-scale insights. Satellogic is
building the first scalable, fully automated Earth Observation
platform with the ability to remap the entire planet at both
high-frequency and high-resolution, providing accessible and
affordable solutions for customers.
Satellogic’s mission is to democratize access to geospatial data
through its information platform to help solve the world’s most
pressing problems including climate change, energy supply, and food
security. Using its patented Earth imaging technology, Satellogic
unlocks the power of Earth Observation to deliver high-quality,
planetary insights at the lowest cost in the industry.
With more than a decade of experience in space, Satellogic has
proven technology and a strong track record of delivering
satellites to orbit and high-resolution data to customers at the
right price point.
To learn more, please visit: http://www.satellogic.com.
About CF Acquisition Corp. V
CF Acquisition Corp. V is a blank check company led by Chairman
and Chief Executive Officer Howard W. Lutnick and sponsored by
Cantor Fitzgerald.
About Cantor Fitzgerald
Cantor Fitzgerald, with over 12,000 employees, is a leading
global financial services group at the forefront of financial and
technological innovation and has been a proven and resilient leader
for over 70 years. Cantor Fitzgerald & Co. is a preeminent
investment bank serving more than 5,000 institutional clients
around the world, recognized for its strengths in fixed income and
equity capital markets, investment banking, SPAC underwriting and
PIPE placements, prime brokerage and commercial real estate and for
its global distribution platform. Cantor Fitzgerald & Co. is
one of the 24 primary dealers authorized to transact business with
the Federal Reserve Bank of New York. For more information, please
visit: www.cantor.com.
Additional Information
This press release relates to a proposed transaction between
Satellogic and CFV. In connection with the transaction described
herein, CFV and Satellogic have filed relevant materials with the
SEC, including an effective registration statement on Form F-4,
which includes a prospectus of Satellogic and a proxy statement of
CFV. The definitive proxy statement was sent to all CFV
stockholders. Satellogic and CFV will also file other documents
regarding the proposed transaction with the SEC including a proxy
statement/prospectus supplement describing the Liberty investment
in more detail. Before making any voting or investment decision,
investors and security holders of Satellogic and CFV are urged to
read the registration statement, the proxy statement/prospectus,
the proxy statement/prospectus supplement and all other
relevant documents filed or that will be filed with the SEC in
connection with the proposed transaction as they become available
because they will contain important information about the proposed
transaction.
Investors and security holders will be able to obtain free
copies of the registration statement, the proxy
statement/prospectus, the proxy statement/prospectus supplement and
all other relevant documents filed or that will be filed with the
SEC by Satellogic or CFV through the website maintained by the SEC
at www.sec.gov.
The documents filed by CFV with the SEC also may be obtained
free of charge upon written request to CF Acquisition Corp. V, 110
East 59th Street, New York, NY 10022 or via email at
CFV@cantor.com. The documents filed by Satellogic with the SEC also
may be obtained free of charge upon written request to Satellogic
USA, Inc., 210 Delburg St., Davidson, NC 28036.
Participants in the Solicitation
Satellogic, CFV and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from CFV’s stockholders in connection with the proposed
transaction. A list of the names of such directors and executive
officers, and information regarding their interests in the business
combination and their ownership of CFV’s securities are, or will
be, contained in CFV’s filings with the SEC, and such information
and names of Satellogic’s directors and executive officers are also
in the registration statement on Form F-4 filed with the SEC by
Satellogic and the proxy statement/prospectus supplement.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of CFV or Satellogic, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act of
1933, as amended (the “Securities Act”).
Forward-Looking Statements
This press release contains “forward-looking statements,”
including statements regarding the proposed transaction between CFV
and Satellogic. Such forward-looking statements include, but are
not limited to, statements regarding the closing of the transaction
and CFV’s, Satellogic’s or their respective management teams’
expectations, hopes, beliefs, intentions or strategies regarding
the future. The words “anticipate”, “believe”, “continue”, “could”,
“estimate”, “expect”, “intends”, “may”, “might”, “plan”,
“possible”, “potential”, “predict”, “project”, “should”, “would”
and similar expressions may identify forward-looking statements,
but the absence of these words does not mean that a statement is
not forward-looking. These forward-looking statements are based on
CFV’s and Satellogic’s current expectations and beliefs concerning
future developments and their potential effects on CFV or
Satellogic and include statements concerning (i) leadership
changes, (ii) Satellogic’s ability to scale its constellation,
(iii) Satellogic’s ability to meet image quality expectations and
continue to offer superior unit economics, (iv) Satellogic’s
ability to become or remain an industry leader, (v) the number of
commercial applications for Satellogic’s products and services,
(vi) Satellogic’s ability to address all commercial applications
for satellite imagery or address a certain total addressable market
and the expected size of that market, (vii) expectations regarding
cash on the balance sheet following closing of the business
combination and the PIPE offering, including after giving effect to
expected redemptions of CFV stock, and whether such cash will be
sufficient to meet Satellogic’s business objectives and (viii) the
expected timing of closing the transaction and the Liberty
investment. Forward-looking statements are predictions, projections
and other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. These statements are based on various
assumptions, whether or not identified in this press release. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on
by, an investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of CFV and Satellogic. Many factors could cause
actual future events to differ materially from the forward-looking
statements in this press release, including but not limited to: (i)
the risk that the transaction may not be completed in a timely
manner or at all, which may adversely affect the price of CFV’s
securities, (ii) the failure to satisfy the conditions to the
consummation of the transaction, including the adoption of the
merger agreement by CFV’s stockholders, the satisfaction of the
minimum trust account amount following any redemptions by CFV’s
public stockholders and the receipt of certain governmental and
regulatory approvals, (iii) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
merger agreement, (iv) the inability to complete the PIPE offering
or the Liberty investment, (v) the effect of the announcement or
pendency of the transaction on Satellogic’s business relationships,
operating results and business generally, (vi) risks that the
transaction disrupts current plans and operations of Satellogic,
(vii) changes in the competitive and highly regulated industries in
which Satellogic operates, variations in operating performance
across competitors and changes in laws and regulations affecting
Satellogic’s business, (viii) the ability to implement business
plans, forecasts and other expectations after the completion of the
transaction, and identify and realize additional opportunities,
(ix) the risk of downturns in the commercial launch services,
satellite and spacecraft industry, (x) the outcome of any legal
proceedings that may be instituted against Satellogic or CFV
related to the merger agreement or the transaction, (xi) volatility
in the price of CFV’s or any successor entity’s securities due to a
variety of factors, including changes in the competitive and highly
regulated industries in which Satellogic operates or plans to
operate, variations in performance across competitors, changes in
laws and regulations affecting Satellogic’s business and changes in
the combined capital structure, (xii) costs related to the
transaction and the failure to realize anticipated benefits of the
transaction or to realize estimated pro forma results and
underlying assumptions, including with respect to estimated
stockholder redemptions, (xiii) the risk that Satellogic and its
current and future collaborators are unable to successfully develop
and commercialize Satellogic’s products or services, or experience
significant delays in doing so, (xiv) the risk that Satellogic may
never achieve or sustain profitability, (xv) the risk that
Satellogic may need to raise additional capital to execute its
business plan, which many not be available on acceptable terms or
at all, (xvi) the risk that the post-combination company
experiences difficulties in managing its growth and expanding
operations, (xvii) the risk that third-party suppliers and
manufacturers are not able to fully and timely meet their
obligations, (xviii) the risk of product liability or regulatory
lawsuits or proceedings relating to Satellogic’s products and
services, (xix) the risk that Satellogic is unable to secure or
protect its intellectual property and (xx) the risk that the
post-combination company’s securities will not be approved for
listing on The Nasdaq Stock Market LLC or another stock exchange or
if approved, maintain the listing. The foregoing list of factors is
not exhaustive. You should carefully consider the foregoing factors
and the other risks and uncertainties described in the “Risk
Factors” section of the registration statement on Form F-4 and
proxy statement/prospectus discussed above and other documents
filed or to be filed by CFV, Satellogic and/or any successor entity
of the transaction from time to time with the SEC. These filings
identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and Satellogic and CFV assume no obligation and do not intend to
update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise. Neither
Satellogic nor CFV gives any assurance that either Satellogic, CFV
or the combined company will achieve its expectations.
1 Source: Euroconsult
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220118005569/en/
Satellogic
Media Relations:
Satellogic pr@satellogic.com
FTI Consulting Rachel Chesley
Satellogic@fticonsulting.com
Investor Relations:
MZ Group Chris Tyson/Larry Holub SATL@mzgroup.us
CF Acquisition Corp. V
Karen Laureano-Rikardsen KLRikardsen@cantor.com
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