Business Context and Reporting Period
This Shell Company Report on Form 20-F covers the period ending January 25, 2022, the date Satellogic Inc. consummated its business combination with CF Acquisition Corp. V (CF V) and Nettar Group Inc. (Nettar). The transaction resulted in Satellogic becoming a publicly traded company on the Nasdaq Global Market under the symbols SATL (Class A Ordinary Shares) and SATLW (Warrants). The company is incorporated in the British Virgin Islands and operates primarily through its subsidiary, Nettar, which provides geospatial intelligence and satellite imagery services.
Key Financial Metrics
The filing provides unaudited pro forma consolidated financial information as of June 30, 2021, reflecting the business combination. Specific historical revenue, profit, or cash flow figures for the reporting period are not detailed in this text, as the company was a shell entity prior to the merger and historical operating data is incorporated by reference from the Form F-4.
| Metric | Value (Pro Forma as of June 30, 2021) |
|---|---|
| Cash and Cash Equivalents | $202,783,188 |
| Total Assets | $240,085,305 |
| Total Liabilities | $14,467,994 |
| Total Shareholders' Equity | $225,617,311 |
| Outstanding Class A Ordinary Shares | 55,161,992 |
| Outstanding Warrants | 8,866,666 (plus additional PIPE and Liberty warrants) |
Capital Raised: The PIPE Investment generated approximately $58.2 million in net proceeds after offsets. A separate $150.0 million private placement (Liberty Investment) was agreed upon, subject to closing conditions expected in February 2022.
Material Changes and Transactions
- Business Combination: Satellogic Inc. merged with CF V and Nettar. Nettar became a wholly-owned subsidiary of Satellogic.
- Redemptions: Approximately $231.4 million in CF V shares were redeemed by public stockholders prior to closing, reducing the cash available from the SPAC trust.
- Debt Repayment: Nettar repaid all principal and interest on a loan from Columbia River Investment Limited. A $7.5 million promissory note from Cantor Fitzgerald Securities was repaid via the issuance of 788,021 Class A Ordinary Shares.
- Share Structure: The company now has 55,161,992 Class A Ordinary Shares and 13,662,658 Class B Ordinary Shares outstanding. Class B shares held by the CEO (Emiliano Kargieman) carry 10 votes per share, though voting rights were adjusted to align with the Liberty Investor's voting power upon the Liberty Closing.
Outlook, Risks, and Management Commentary
Strategic Outlook: Management plans to build a constellation of 202 satellites by 2025 to enable frequent remapping of the planet. The company aims to increase satellite production to meet demand and lower launch costs compared to competitors.
Liberty Investment: Liberty Strategic Capital agreed to invest $150 million for 20 million shares and 20 million warrants. In exchange, Liberty receives the right to nominate two directors (including U.S. Secretary of the Treasury Steven Mnuchin as Chairperson) and an advisory fee structure involving warrants and cash payments.
Risks and Contingencies:
- Operational Risks: Dependence on third-party launch providers; risks of satellite failure, launch delays, or destruction.
- Market Risks: The market for geospatial intelligence is emerging; success depends on converting contracted revenues into actual sales.
- Regulatory Risks: Compliance with evolving regulations from the NOAA Commercial Remote Sensing Regulatory Affairs agency.
- Financial Risks: Significant uncertainty regarding future capital requirements to fund the satellite constellation build-out.
Investor Verification Checklist
- Liberty Closing Status: Verify if the $150 million Liberty Investment closed as expected in February 2022, as this significantly impacts liquidity and board composition.
- Redemption Impact: Confirm the final cash balance post-redemptions ($231.4 million redeemed) versus the pro forma cash position to assess runway for satellite launches.
- Share Dilution: Review the final count of shares issued to the Sponsor, PIPE investors, and Liberty, including any "Additional Shares" triggered by the Adjustment Period VWAP being below $10.00.
- Debt Obligations: Confirm that all convertible notes and promissory notes were fully converted or repaid as described, leaving no hidden debt liabilities.
- Board Composition: Verify the appointment of Liberty-nominated directors and the voting power dynamics between Class A and Class B shares.