Proven leader in Earth Observation with vertically integrated
platform, differentiated technology, and 17 commercial satellites
in orbit, representing more capacity than the next four1
Earth Observation companies combined
Satellogic seeks to remap the entire surface of the Earth daily
in sub-meter resolution and at an affordable price-point, creating
unprecedented commercial applications within a $140 billion Total
Addressable Market2 (“TAM”) opportunity
Transaction expected to allow Satellogic to scale its
constellation, with the goal of reaching 300+ satellites by 2025,
offering enhanced analytics capabilities for commercial,
sustainability, and government applications through a live catalog
of every square meter of Earth daily
Platform will provide vital information to power the
conversation around global challenges including climate change,
water and energy use, and food supply
Combination values Satellogic at an implied pro forma enterprise
value of $850 million
Leading institutional investors committed to participate in the
transaction through a PIPE of $100 million, including SoftBank's
SBLA Advisers Corp. and Cantor Fitzgerald
Nettar Group, Inc. (“Satellogic” or the “Company”), a leader in
high-resolution satellite data collection, and CF Acquisition Corp.
V (Nasdaq: CFV) (“CFAC V”), a special purpose acquisition company
sponsored by Cantor Fitzgerald, announced today that they have
entered into a definitive merger agreement that will result in
Satellogic becoming a publicly traded company. The transaction is
expected to be completed early in the fourth quarter of 2021,
subject to regulatory approvals and other customary closing
conditions. After closing, Satellogic will trade on the Nasdaq
under ticker symbol SATL.
Changing the Way We See the Earth: Using its proven
technology at scale, Satellogic will be positioned to remap the
Earth daily in high resolution and at an affordable price-point,
cementing the Company’s position as a leader in Earth imagery and
fundamentally changing the way people access and use satellite
data. The Company’s unique, patented camera design captures 10
times more data from a single satellite than any other small Earth
Observation satellite. Satellogic currently has 17 commercial
satellites in orbit, including four launched on June 30. At 70
centimeters per pixel, the high-resolution images of Earth produced
by Satellogic satellites add up to more capacity than the next four
competitors combined. Each satellite collects approximately 300,000
sq km of data per day, significantly more than any competitor, and
produces full-motion videos of up to two minutes in length.
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.
Highly Scalable, Vertically Integrated and Competitive
Operating Model: Satellogic designs and manufactures every core
component that goes into creating and manufacturing its satellites.
This vertical integration provides a significant cost advantage,
enabling Satellogic to produce and launch satellites for less than
one-tenth the cost of its competitors, which buy components and use
third-party assemblers. It also results in shorter R&D cycles
and the ability to efficiently scale while maintaining overall
quality. By comparison, Satellogic is achieving over 60 times
better unit economics than its closest peers in the NewSpace
sector, and more than 100 times better unit economics than legacy
competitors.
Unparalleled Commercial and Government Applications:
Satellogic’s vastly superior unit economics unlock the $140
billion+ TAM opportunity for Earth Observation commercial
applications. Satellogic recently signed a multiple-launch
agreement with SpaceX to deploy the full constellation of 300+
satellites, which it expects to complete by 2025. Once fully
deployed, this will enable Satellogic to be the only company
capable of remapping the world at resolutions as high as 30
centimeters and at the frequency required to address virtually all
commercial applications.
Emiliano Kargieman, CEO & Co-Founder of Satellogic,
said:
“Since our founding, Satellogic has been committed to our
mission of democratizing access to geospatial data to help solve
the world’s most pressing problems. Today’s transaction is a
significant milestone and brings us one step closer to fulfilling
that goal. The merger will allow us to continue building out our
constellation of satellites and maintain our position as a global
leader in sub-meter imagery. Satellogic is poised to be the only
company capable of remapping the world daily at the sub-meter
resolution necessary to address commercial applications affordably.
We are grateful to our talented and ambitious team who have
developed best-in-class technology, a strong track record of
delivering satellites to orbit, and the ability to scale at
near-zero marginal cost.”
Howard W. Lutnick, Chairman & CEO of CFAC V and Cantor
Fitzgerald said:
“Satellogic is uniquely positioned to dominate the Earth
Observation industry. Its technology, data, and analytics have vast
use cases across countless industries. Imagine insurance companies
being able to document disaster damage in real-time detail
remotely. Or an app providing direct daily satellite data to a
farmer about the best time to harvest crops. Or bringing live
documentation of deforestation or rising sea levels to policymakers
to drive the discussion around climate change. The possibilities
are limitless. We are excited to partner with Emiliano and the rest
of the Satellogic team as they endeavor to build and launch 300+
satellites in the constellation and unlock the significant
opportunity for commercial applications to enable smarter global
decision-making.”
Transaction Overview
On July 5, 2021, Satellogic entered into a definitive merger
agreement with CFAC V. The transaction reflects an implied pro
forma enterprise value of $850 million for Satellogic, representing
a multiple of approximately 1.1x projected revenue of approximately
$800 million by 2025.
The transaction is expected to result in cash on the balance
sheet of up to approximately $274 million, after transaction
expenses and debt repayment, through the contribution of up to $250
million of cash held in CFAC V’s trust account (assuming no
redemptions by CFAC V’s public stockholders), and a concurrent PIPE
offering of $100 million led by SoftBank's SBLA Advisers Corp. and
Cantor Fitzgerald, among other top-tier institutional
investors.
The transaction, which has been unanimously approved by the
Boards of Directors of Satellogic and CFAC V, is subject to
approval by CFAC V’s stockholders and other customary closing
conditions.
Additional information about the proposed transaction, including
a copy of the merger agreement and investor presentation, will be
available in a Current Report on Form 8-K to be filed by CFAC V
with the U.S. Securities and Exchange Commission (the “SEC”) and at
www.sec.gov.
Advisors
J.P. Morgan is serving as exclusive financial advisor to
Satellogic, with Friedman Kaplan Seiler & Adelman LLP and
Greenberg Traurig LLP serving as legal counsel to the Company.
Cantor Fitzgerald & Co. is serving as financial advisor and
capital markets advisor to CFAC V as well as placement agent on the
PIPE, with Hughes Hubbard & Reed LLP serving as legal counsel
to CFAC V.
Webcast and Presentation Information
Satellogic and CFAC V have posted a joint webcast to discuss the
proposed transaction today, Tuesday, July 6, 2021 at 6:30 A.M. EST.
The webcast, detailed investor presentation, and all other
materials are available at https://satellogic.com/investors/.
Additionally, CFAC V has filed the investor presentation with the
SEC as an exhibit to a Current Report on Form 8-K, which is
available on the SEC’s website at www.sec.gov.
About CF Acquisition Corp. V
CF Acquisition Corp. V is a blank check company led by Chairman
and Chief Executive Officer Howard W. Lutnick. CFAC V was formed
for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. CFAC V focuses on
industries where its management team and founders have experience
and insights and can bring significant value to business
combinations.
About Cantor Fitzgerald
CFAC V is sponsored by 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, 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. Cantor Fitzgerald is a leading SPAC sponsor,
having completed multiple initial public offerings and announced
multiple business combinations through its CF Acquisition platform.
For more information, please visit: www.cantor.com.
About Satellogic
Founded in 2010 by Emiliano Kargieman and Gerardo Richarte,
Satellogic is the first vertically integrated geospatial analytics
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, water, energy, and food
supply. 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 unlike any competitor. Satellogic currently
operates 17 commercial satellites in orbit, including four launched
on June 30, delivering high-resolution data to customers, and by
2025, Satellogic anticipates completing a constellation of 300+
fully operating satellites in its constellation, unlocking the $140
billion+ TAM opportunity for commercial applications.
To learn more, visit www.satellogic.com.
Additional Information
This press release relates to a proposed transaction between
Satellogic and CFAC V. This press release does not constitute an
offer to sell or exchange, or the solicitation of an offer to buy
or exchange, any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection
with the transaction described herein, CFAC V, Satellogic and/or a
successor entity of the transaction intend to file relevant
materials with the SEC, including a registration statement on Form
F-4 with the SEC, which will include a document that serves as a
joint prospectus and proxy statement, referred to as a proxy
statement/prospectus. A proxy statement/prospectus will be sent to
all CFAC V shareholders. Satellogic, CFAC V and/or a successor
entity of the transaction will also file other documents regarding
the proposed transaction with the SEC. Before making any voting
or investment decision, investors and security holders of
Satellogic and CFAC V are urged to read the registration statement,
the proxy statement/prospectus and all other relevant documents
filed or that will be filed with the SEC in connection with the
proposed transaction as they become available because they will
contain important information about the proposed
transaction.
Investors and security holders will be able to obtain free
copies of the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by Satellogic, CFAC V or any successor
entity of the transaction through the website maintained by the SEC
at www.sec.gov.
The documents filed by CFAC V 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 or any successor
entity of the transaction 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, CFAC V and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from CFAC V’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 CFAC V's securities are, or will
be, contained in CFAC V’s filings with the SEC, and such
information and names of Satellogic’s directors and executive
officers will also be in the Registration Statement on Form F-4 to
be filed with the SEC by Satellogic, CFAC V or any successor entity
of the transaction, which will include the proxy statement of CFAC
V.
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 CFAC V, Satellogic or any successor entity of the transaction,
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” within
the meaning of Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934, as amended, including
statements regarding the proposed transaction between CFAC V and
Satellogic. Such forward-looking statements include, but are not
limited to, statements regarding the closing of the transaction and
CFAC V’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
CFAC V’s and Satellogic’s current expectations and beliefs
concerning future developments and their potential effects on CFAC
V, Satellogic or any successor entity of the transaction and
include statements concerning (i) Satellogic’s ability to scale its
constellation, (ii) Satellogic’s ability to meet image quality
expectations and continue to offer superior unit economics, (iii)
Satellogic’s ability to become or remain an industry leader, (iv)
Satellogic’s ability to address all commercial applications for
satellite imagery or address a certain total addressable market,
(v) expectations regarding cash on the balance sheet following
closing and whether such cash will be sufficient to meet
Satellogic’s business objectives and (vi) the expected timing of
closing the 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 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 CFAC 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
transaction may not be completed in a timely manner or at all,
which may adversely affect the price of CFAC V’s securities, (ii)
the failure to satisfy the conditions to the consummation of the
transaction, including the adoption of the merger agreement by CFAC
V’s stockholders, the satisfaction of the minimum trust account
amount following any redemptions by CFAC V’s public stockholders
and the receipt of certain governmental and regulatory approvals,
(iii) the occurrence of any event, change or other circumstance
that could give rise to the termination of the merger agreement,
(iv) the inability to complete the PIPE offering, (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 CFAC V related to the merger agreement or the
transaction, (xi) volatility in the price of CFAC V’s or any
successor entity’s securities due to a variety of factors,
including changes in the competitive and highly regulated
industries in which 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 CFAC V, Satellogic and/or 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 CFAC 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. Neither Satellogic nor CFAC V gives any assurance that
either Satellogic, CFAC V or the combined company will achieve its
expectations.
For downloadable assets, please visit:
https://satellogic.com/investors/.
___________________
1 BlackSky, Planet Labs, Inc., Maxar
Technologies, and Airbus SE
2 Source: Euroconsult
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210706005371/en/
Satellogic pr@satellogic.com
Investor Relations & Media Inquiries
FTI Consulting Rachel Chesley / Antonia Gray
Satellogic@fticonsulting.com
CF Acquisition Corp. V Karen Laureano-Rikardsen
KLRikardsen@cantor.com
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