UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 18 24, 2022

CFSatellogic ~~ACQUISITION~~V ~~CORP~~Inc. V

(Exact name of registrant as specified in its charter)

Delaware

001-39953

85-1030340

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(I.R.S. Employer
Identification Number)

~~110~~Ruta ~~East~~8 ~~59th Street,~~Km ~~New York~~17,500, NYEdificio ~~10022~~300

Oficina 324 Zonamérica

Montevideo, 91600, Uruguay

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (~~212~~704) ~~938~~894-~~5000~~4482

~~Not~~CF ~~Applicable~~Acquisition Corp. V

110 East 59^th Street, New York, NY 10022

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	TradingSymbol(s)	Name of each exchangeon which registered
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant	CFFVU	The Nasdaq Capital Market
Class A common stock, par value $0.0001 per share	CFV	The Nasdaq Capital Market
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	CFFVW	The Nasdaq Capital Market
Redeemable warrants, exercisable for Class A common stock at an exercise price of $11.50 per share	CFFVW	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~1.01. Entry into a Material Definitive Agreement~~Note

~~Liberty~~As ~~Investment~~previously disclosed, Satellogic V Inc. (formerly known as CF Acquisition Corp. V), a Delaware corporation (“CF V”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), on July 5, 2021, with Nettar Group Inc. (d/b/a Satellogic), a business company with limited liability incorporated under the laws of the British Virgin Islands (“Satellogic”), 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”), and the other persons party thereto. The transactions contemplated by the Merger Agreement (the “Business Combination”) is described in the definitive proxy statement filed by CF V with the U.S. Securities and Exchange Commission (the “SEC”) on November 12, 2021, as supplemented (the “Proxy Statement”).

AsThe ~~previously~~Business ~~disclosed,~~Combination CFwas ~~Acquisition~~consummated ~~Corp.~~in V,accordance ~~a Delaware corporation (“CF V”), Nettar Group Inc. (d/b/a Satellogic), a business company~~ with ~~limited liability incorporated under~~ the ~~laws~~terms of the ~~British~~Merger ~~Virgin~~Agreement ~~Islands~~on ~~(the “Company” or “Satellogic”)~~January 25, ~~Satellogic Inc~~2022., aAs ~~business company with limited liability incorporated under the laws of the British Virgin Islands and~~ a ~~direct~~result ~~wholly owned subsidiary~~ of the ~~Company~~Business ~~(“PubCo”)~~Combination, ~~and the other parties thereto, entered into an Agreement and Plan of Merger, dated July 5, 2021, pursuant to which the Company and~~ CF V ~~will~~became ~~complete~~ a ~~business~~wholly-owned ~~combination~~subsidiary ~~(the~~of ~~“Business Combination”)~~PubCo.

~~Liberty~~Capitalized ~~Investment~~terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Proxy Statement.

OnItem January 18, 2022, the Company 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 L2.P01. ~~(the~~Completion ~~“Liberty~~of ~~Manager”~~Acquisition and together with the Liberty Investor, “Liberty”) pursuant to which the Liberty Investor agreed to purchase, and the Company agreed to issue and sell to the Liberty Investor, following satisfaction or ~~waiver~~Disposition 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 Class A ordinary shares of the Company par value $0Assets.0001 per share (any Class A ordinary shares, “Class A Ordinary Shares” and such shares, the “Liberty Shares”), (ii) 5,000,000 warrants, each warrant providing the holder thereof the right to purchase one (1) 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) 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 CF V warrants held by CF V’s sponsor, CFAC Holdings V, LLC. For so long as Liberty or its permitted transferees hold Liberty Warrants, such held warrants will not be redeemable by the Company.

~~Closing~~To of the ~~Liberty~~extent ~~Investment~~required isby ~~subject~~Item to2.01 ~~customary closing conditions, including the consummation~~ of ~~the~~Form ~~Business Combination and expiration or termination of the applicable waiting period under the Hart~~8-~~Scott-Rodino Act relating to such investment~~K, ~~and~~the isdisclosure ~~therefore~~set ~~expected~~forth ~~to close~~ in the ~~first~~Introductory ~~half~~Note of ~~February~~this ~~2022.~~Current ~~Consequently,~~Report ~~the~~on ~~closing~~Form of8-K ~~the Business Combination~~ is ~~expected~~incorporated toherein ~~occur~~by ~~prior to the closing of the Liberty Investment~~reference.

InItem ~~connection~~3.01. ~~with~~Notice ~~the issuance~~ of ~~the~~Delisting ~~Liberty~~or ~~Shares~~Failure ~~and the Liberty Warrants, (i) the Company has agreed~~ to ~~provide~~Satisfy the Liberty Investor with the same registration rights with respect to the Liberty Securities (as defined below) as the Company provided to the PIPE subscribers in the PIPE subscription agreements, and (ii) the Liberty Investor has agreed to subject the Liberty Securities to transfer restrictions for a ~~period~~Continued ofListing ~~one~~Rule ~~year~~or ~~following~~Standard; ~~the~~Transfer ~~Closing~~ of ~~the~~Listing; ~~Business~~Material ~~Combination.~~Modification ~~The~~to ~~“Liberty~~Rights ~~Securities” means the Liberty Shares, the Liberty Warrants, and the Class A Ordinary Shares issuable upon exercise~~ of ~~the~~Security ~~Liberty Warrants and the Advisory Fee Warrants (as defined below).~~Holders

~~Contemporaneously~~In connection with the ~~execution~~Business ofCombination, ~~the~~on ~~Liberty Subscription Agreement~~January 25, ~~the Company~~2022, ~~Liberty~~CF ~~and~~V ~~Sponsor~~notified ~~entered~~the ~~into~~Nasdaq ~~that~~Capital ~~certain~~Market ~~letter agreement~~ (~~the~~ “~~Liberty Letter Agreement~~NASDAQ”) ~~pursuant~~of ~~to which~~ the ~~Company~~consummation ~~agreed~~of ~~that, for so long as~~ the ~~Liberty~~Business ~~Investor~~Combination ~~(or~~and ~~affiliates~~requested ~~managed by the Liberty Manager or its affiliates~~(i) that ~~hold,~~NASDAQ insuspend ~~the~~trading ~~aggregate,~~of atCF ~~least~~V’s ~~6,666,666 Company~~ Class A ~~Ordinary~~common ~~Shares~~stock, ~~(i) the~~par ~~Liberty~~value ~~Investor~~$0.0001 ~~will~~per ~~have~~share ~~the right to nominate two directors for election to the Company Board by the Company shareholders, which director nominees must be reasonably acceptable to the Company~~ (~~the~~ “~~Liberty~~CF ~~Directors”),~~V ~~(ii)~~Class A ~~the~~Common ~~Liberty~~Stock” ~~Investor~~and ~~will~~together ~~have~~with ~~the~~CF ~~right~~V’s ~~to nominate one Liberty Director to serve on each committee of the Company Board, (iii) so long as Company~~ Class B ~~ordinary~~common ~~shares of the Company~~stock, par value $0.0001 per share, (“~~Class B~~CF ~~Ordinary~~V ~~Shares~~Common Stock”) ~~are outstanding~~, ~~the~~CF ~~Company~~V’s ~~will~~warrants ~~be required~~ to ~~obtain~~purchase ~~the~~CF ~~consent~~V ofCommon ~~the~~Stock ~~Liberty~~and ~~Investor~~CF ifV’s ~~the~~units, ~~Company~~each ~~were~~comprised toof ~~issue~~one inshare aof ~~transaction,~~CF orV ~~series~~Class A ofCommon ~~transactions,~~Stock aand ~~number~~one-third of ~~shares~~a ~~that~~warrant ~~equals~~to orpurchase ~~exceeds~~shares ~~20%~~ of ~~the~~CF ~~outstanding~~V ~~Company~~Common ~~Ordinary~~Stock ~~Shares~~(collectively, onthe a“CF ~~fully~~V ~~diluted basis~~Securities”), ~~subject~~effective toJanuary 25, ~~exceptions~~2022, ~~for~~and ~~issuances by the Company in connection with~~ (aii) ~~any~~file ~~acquisition~~with by the ~~Company~~SEC ofa ~~equity~~Form ~~interests,~~25 ~~assets,~~to ~~properties~~delist orthe ~~business~~CF ofV ~~any~~Securities ~~person,~~under Section 12(b) ~~any~~ ~~merger,~~of ~~consolidation~~the orSecurities ~~other~~Exchange ~~business~~Act ~~combination~~of ~~involving~~1934, ~~the~~as ~~Company,~~amended (c)the ~~any~~“Exchange ~~transaction or series of related~~Act”).

CF ~~transactions~~V ~~involving~~intends a change of control of the Company or (d) any equity split, payment of distributions or any similar recapitalization, and (iii) the Company will pay the Liberty Manager an advisory fee for advisory services to befile ~~provided~~a bycertification ~~the~~on ~~Liberty~~Form ~~Investor~~15 ~~and~~with the ~~Liberty~~SEC ~~Directors~~ to ~~the~~deregister ~~Company of (x) warrants to purchase 2,500,000 Class A Ordinary Shares, at an exercise price of $10.00 per Class A Ordinary Share (~~the ~~“Advisory~~CF ~~Fee~~V ~~Warrants”)~~Securities ~~to be issued at the Liberty Closing, will be exercisable beginning at the Liberty Closing~~ and ~~will~~suspend ~~expire~~CF 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 and to make the Liberty Directors reasonably available from time to time to advise the Company 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 Company Class A Ordinary Shares (a “Cessation Event”), (i) the Liberty InvestorV’s ~~right~~obligations tounder ~~nominate~~Sections ~~two~~13 ~~directors will cease immediately~~ and ~~the terms of any then-serving Liberty Directors will expire at the next election of directors and~~ 15(iid) ~~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 Company Ordinary Shares held by him in favor of the ~~election~~Exchange ~~of the Liberty Director nominees~~Act. Mr. Kargieman will also cause any transferee of his Class B Ordinary Shares to agree to such obligations (other than in the case of a transfer of Class B Ordinary Shares to a transferee that would result in automatic conversion of such Class B Ordinary Shares into Class A Ordinary Shares in accordance with the Company’s memorandum and articles of association.

~~The~~Item parties to the Liberty Letter Agreement have agreed that the Liberty Directors will initially be Secretary Steven Terner Mnuchin, who will serve as the Company’s Non-Executive Chairman, and an individual to be designated by Liberty prior to the Liberty Closing who is reasonably acceptable to the Company3. 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 the Company owned on the Closing Date (subject to customary adjustments for corporate events), Mr03. ~~Kargieman~~ ~~will~~Material ~~have~~Modifications ~~the right~~ to ~~designate~~Rights ~~two directors for election to the Company Board by the Company shareholders, one~~ of ~~whom~~Security 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 Company owned on the Closing Date (subject to customary adjustments for corporate events), Howard Lutnick will be designated for election to the Company Board by the Company shareholders and (iii) three individuals will be designated by the Company’s nominating committee, which individuals will initially 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.Holders

ATo ~~proxy statement/prospectus supplement which supplements~~ the ~~proxy~~extent ~~statement/prospectus~~required ~~dated~~by ~~November~~Item ~~12,~~3.03 ~~2021 relating to (x) the special meeting~~ of ~~stockholders~~Form ~~(the “Special Meeting”) of CF V at which CF V’s stockholders (the “CF V Stockholders”) will consider and vote upon the “Business Combination Proposal~~8-K,” ~~to adopt~~ the ~~Merger~~disclosure ~~Agreement~~set ~~and~~forth ~~(y)~~in ~~the~~Item ~~issuance~~2.01 of ~~Company~~this ~~Class~~Current AReport ~~Ordinary~~on ~~Shares~~Form ~~pursuant~~8-K ~~to the Merger Agreement~~ is ~~being~~incorporated ~~filed~~by ~~with~~reference ~~the~~in ~~Securities~~this ~~and~~Item ~~Exchange Commission~~3.03.

~~The~~Item ~~foregoing is a summary of the material terms of the Liberty Subscription Agreement and the Liberty Letter Agreement~~5. ~~Forms of the Liberty Subscription Agreement and Liberty Letter Agreement are attached as Exhibits 10~~01.1 ~~and~~Changes ~~10.2, respectively, to this Form 8-K, and are incorporated by reference into this Form 8-K. The foregoing description does not purport to be complete and is qualified~~ in ~~its~~Control ~~entirety~~of ~~by reference to the Liberty Subscription Agreement and the Liberty Letter Agreement.~~ Registrant

To the extent required by Item 35.~~02.~~01 ~~Unregistered~~of ~~Sales~~Form 8-K, the disclosure set forth in the Introductory Note and Item 2.01 of ~~Equity~~this ~~Securities~~Current Report on Form 8-K is incorporated by reference in this Item 5.01.

~~The~~As ~~disclosure~~of ~~set forth above under~~ the ~~heading~~time ~~“Liberty Investment” in Item 1.01~~ of ~~this~~the ~~Current~~CF ~~Report~~V onMerger ~~Form 8-K is incorporated by reference into this Item 3.02. The Liberty Shares~~ and ~~Liberty~~as ~~Warrants~~a toresult beof ~~issued in connection with~~ the ~~Liberty~~Business ~~Subscription~~Combination, ~~Agreement~~a ~~and~~change ~~the Advisory Fee Warrants to be issued~~ in ~~connection~~control ~~with~~of ~~the~~CF ~~Liberty~~V ~~Letter~~occurred ~~Agreement~~and ~~will~~CF ~~not~~V bebecame ~~registered~~a ~~under~~wholly-owned ~~the~~subsidiary ~~Securities Act in reliance on the exemption from registration provided by Section 4(a)(2)~~ of ~~the Securities Act and/or Regulation D promulgated thereunder~~PubCo.

Item 75.0102. ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

OnIn ~~January 18,~~connection ~~2022,~~with CFconsummation Vof ~~and~~ the ~~Company~~Business ~~issued~~Combination, athe ~~joint~~following ~~press~~officers ~~release~~and ~~announcing~~directors ~~the execution~~ of ~~the~~CF ~~Liberty~~V ~~Subscription~~ceased ~~Agreement~~to ~~and~~hold ~~the~~their ~~Liberty~~respective ~~Letter~~positions: ~~Agreement~~Howard ~~described in Item 1~~W.01 ~~above.~~Lutnick ~~The~~ceased ~~press~~to ~~release~~be isChairman ~~attached~~and ~~hereto~~Chief asExecutive ~~Exhibit~~Officer; ~~99.1~~Anshu ~~and~~Jain ~~incorporated~~ceased ~~into~~to ~~this~~be ~~Item~~President ~~7.01~~and bydirector; ~~reference.~~Jane ~~Notwithstanding~~Novak ~~the~~ceased ~~foregoing,~~to ~~information~~be ~~contained~~Chief onFinancial ~~the~~Officer; ~~websites~~and ~~of CF V,~~ the ~~Company~~following orindividuals ~~any~~also ofceased ~~their~~to ~~affiliates~~be ~~referenced~~directors: inSteve ~~Exhibit~~Bisgay, ~~99.1~~Natasha orCornstein ~~linked~~and ~~therein~~Louis ~~or otherwise connected thereto does not constitute part of nor is it incorporated by reference into this Current Report on Form 8-K~~Zurita.

The information in this Item 7.01, including Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of CF V under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibit 99.1.2

~~Important~~Item ~~Information~~5.07. ~~and~~Submission ~~Where~~of Matters to ~~Find~~a ItVote of Security Holders.

~~This~~On ~~Current Report on Form 8-K relates to a proposed transaction between Satellogic and CFV. In connection with the transaction described herein~~January 24, ~~CFV and PubCo have filed relevant materials with the SEC~~2022, ~~including~~CF anV ~~effective~~held ~~registration statement on Form F-4, which includes~~ a ~~prospectus~~special ofmeeting ~~PubCo and a proxy statement~~ of ~~CFV. The definitive proxy statement was sent to all CFV~~ stockholders. ~~PubCo and CFV will also file other documents regarding~~ (the ~~proposed~~“Special ~~transaction~~Meeting”) ~~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 PubCo, 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~~Business ~~transaction~~Combination ascontemplated ~~they~~by ~~become available because they will contain important information about~~ the ~~proposed~~Merger ~~transaction~~Agreement.

~~Investors~~Present ~~and~~at ~~security~~the ~~holders~~Special ~~are~~Meeting, ~~able~~via tothe ~~obtain~~virtual ~~free~~meeting ~~copies~~platform ofor ~~the~~by proxy, ~~statement/prospectus~~were ~~and~~holders ~~all~~of ~~other~~25,111,974 ~~relevant~~shares ~~documents~~of ~~filed~~CF orV ~~that~~Common ~~will~~Stock berepresenting ~~filed~~approximately ~~with~~78.8% of the ~~SEC~~voting bypower of the CF V ~~through~~Common Stock as of November 1, 2021, the ~~website~~record ~~maintained~~date byfor the ~~SEC~~Special atMeeting ~~www.sec.gov~~(the or“Record byDate”), ~~directing~~and constituting a ~~request~~quorum tofor CFthe Vtransaction toof ~~110~~business. ~~East~~As ~~59th~~of ~~Street~~the Record Date, ~~New~~there ~~York~~were 31,850,000 NYshares ~~10022~~of orCF ~~via~~V ~~email~~Common atStock ~~CFV@cantor~~issued and outstanding.~~com.~~

~~Participants~~At the Special Meeting, CF V’s stockholders voted on and approved the Business Combination Proposal, as defined and described in greater detail in the ~~Solicitation~~Proxy Statement and incorporated herein by reference. The Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to CF V’s stockholders as the Business Combination Proposal received a sufficient number of votes for approval.

~~PubCo,~~The CFapproval V,of ~~Satellgoic~~the ~~and~~Business ~~their~~Combination ~~respective~~Proposal ~~directors~~required ~~and~~the ~~executive~~affirmative ~~officers~~vote ~~may~~of bea ~~deemed~~majority ~~to be participants in the solicitation~~ of ~~proxies from CF V’s stockholders in connection with~~ the ~~proposed~~issued ~~transaction. Information about CF V’s directors~~ and ~~executive~~outstanding ~~officers~~shares ~~and their ownership~~ of CF V’s ~~securities~~Common isStock ~~set~~as ~~forth in CF V’s filings with the SEC. Additional information regarding the interests~~ of ~~those persons and other persons who may be deemed participants in~~ the ~~proposed~~Record ~~transaction~~Date. ~~may~~Set beforth ~~obtained~~below byare ~~reading~~ the ~~proxy~~final ~~statement/prospectus~~voting ~~regarding~~results ~~the~~for ~~proposed transaction, and~~ the ~~proxy~~Business ~~statement/prospectus~~Combination ~~supplement. You may obtain free copies of these documents as described in the section entitled “Important Information and Where to Find It” above.~~Proposal:

~~Non-Solicitation~~The Business Combination Proposal. A proposal to adopt and approve the Merger Agreement and to approve the Business Combination. The following is a tabulation of the votes with respect to the Business Combination Proposal, which was approved by CF V’s stockholders:

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of CF V, PubCo 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.


For	Against	Abstain
24,217,575	437,404	456,995

Item 7.01.

Regulation FD Disclosure.

CF V expects PubCo’s Class A ordinary shares and warrants to commence trading on the Nasdaq Capital Market under the ticker symbols “SATL” and “SATLW”, respectively, on January 26, 2022.

Item 8.01.

Other Events.

Holders of 23,143,646 shares of CF V Class A Common Stock elected to redeem their shares in connection with the Business Combination.

Forward-Looking Statements

This ~~press~~Current ~~release~~Report on Form 8-K contains “forward-looking statements,” ~~including~~within ~~statements~~the ~~regarding~~meaning of Section 27A of the ~~proposed~~Securities ~~transaction~~Act ~~between~~of ~~CFV~~1933, as amended, and ~~Satellogic~~Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, but are not limited to, statements regarding the closing of the ~~transaction~~Liberty [not defined here] investment and ~~CFV~~CF V’s, Satellogic’s, PubCo’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~~CF V’s, PubCo’s and Satellogic’s current expectations and beliefs concerning future developments and their potential effects on CF V, PubCo 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) Satellogic’s ability to address all commercial applications for satellite imagery or address a certain total addressable market, (vi) expectations regarding the closing of the Liberty investment and whether available cash following such closing will be sufficient to meet Satellogic’s business objectives, and (vii) the expected timing of closing the Liberty transaction. 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

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.3

~~Item~~ 9for 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.01 Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. ~~Financial~~Many ~~Statements~~actual events and ~~Exhibits~~circumstances are beyond the control of CF V 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 Liberty investment may not be completed in a timely manner or at all, which may adversely affect the price of PubCo’s securities, (ii) the effect of the of the transactions on Satellogic’s business relationships, operating results and business generally, (iii) risks that the transaction disrupts current plans and operations of Satellogic, (iv) 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, (v) the ability to implement business plans, forecasts and other expectations, and identify and realize additional opportunities, (vi) the risk of downturns in the commercial launch services, satellite and spacecraft industry, (vii) the outcome of any legal proceedings that may be instituted against PubCo, Satellogic or CF V related to the Merger Agreement or the related transactions, (viii) volatility in the price of PubCo’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, (ix) costs related to the transactions and the failure to realize anticipated benefits of the transactions or to realize estimated pro forma results and underlying assumptions, (x) 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, (xi) the risk that Satellogic may never achieve or sustain profitability, (xii) 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, (xiii) the risk that PubCo experiences difficulties in managing its growth and expanding operations, (xiv) the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations, (xv) the risk of product liability or regulatory lawsuits or proceedings relating to Satellogic’s products and services, and (xvi) the risk that Satellogic is unable to secure or protect its intellectual property. 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 Proxy Statement and other documents filed or to be filed by CF V or PubCo 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 PubCo, Satellogic and CF V assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of PubCo, Satellogic or CF V give any assurance that PubCo or Satellogic will achieve their expectations.

~~(d) Exhibits.~~4

ExhibitNo.		Description
10.1		Liberty Subscription Agreement dated January 18, 2022.
10.2		Liberty Letter Agreement dated January 18, 2022.
99.1		Press Release Announcing the Liberty Investment dated January 18, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SATELLOGIC V INC. (formerly known as CF ~~ACQUISITION~~Acquisition ~~CORP~~Corp. V) By: /s/ ~~Howard~~Rebeca W.Brandys ~~Lutnick~~ Name: ~~Howard~~Rebeca W.Brandys ~~Lutnick~~ Title: ~~Chief~~Authorized ~~Executive Officer~~Signatory

Dated: January 1825, 2022

[Signature Page to Form 8-K filed with the SEC by Satellogic V Inc. - Consummation of Business Combination]

Filing Compare · CF Acquisition Corp. V