| | Item 4 is hereby restated as follows:
On July 5, 2021, the Issuer, CF Acquisition Corp. V ("CF V") (which became a wholly-owned subsidiary of the Issuer on January 25, 2022), Nettar Group Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands ("Target"), 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 the Issuer ("Target Merger Sub"), and certain other parties thereto, entered into an Agreement and Plan of Merger (as amended and restated, supplemented or otherwise modified from time to time, the "Merger Agreement" and, the transactions contemplated by the Merger Agreement, the "Business Combination") pursuant to which, among other things, the Target Merger Sub would merge with and into Target, the separate existence of Target Merger Sub would cease and Target would be the surviving corporation and a direct wholly owned subsidiary of the Issuer.
On January 25, 2022 (the "Business Combination Closing"), the Issuer consummated the transactions contemplated by the Merger Agreement, following which all stockholders of CF V and shareholders of Target, other than the Issuer's chief executive officer, Emiliano Kargieman ("Mr. Kargieman"), received Class A Shares.
Liberty Subscription Agreement
On January 18, 2022, the Issuer and CF V entered into a Subscription Agreement (the "Liberty Subscription Agreement") with the Liberty Purchaser, pursuant to which the Liberty Purchaser agreed to purchase, and the Issuer agreed to issue and sell to the Liberty Purchaser, following satisfaction or waiver of the conditions in the Liberty Subscription Agreement, certain securities of the Issuer, including (i) 20,000,000 Class A Shares (the "Liberty Shares") at $7.50 per Class A Share, (ii) 5,000,000 warrants, each warrant providing the holder thereof the right to purchase one (1) Class A 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 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 Share Warrants"), in a private placement for an aggregate purchase price of $150.0 million (the "Liberty Investment"). The Liberty Share Warrants are exercisable as and from the Liberty Closing Date (as defined below), will expire on the fifth anniversary of the Liberty Closing Date (February 10, 2027), and are subject to the terms and conditions set out in the Warrant Agreement attached as Exhibit 4 hereto.
The Liberty Investment, which was subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to such investment, closed on February 10, 2022 (the "Liberty Closing Date").
In connection with the Liberty Investment:
- the Issuer has agreed to provide the Liberty Purchaser with the same registration rights with respect to the Liberty Securities (as defined below) as the Issuer provided to the PIPE Investors (as defined in the Liberty Subscription Agreement) in the PIPE Subscription Agreements (as defined in the Liberty Subscription Agreement), including "demand" registration rights that require the Issuer to register under the Securities Act of 1933, as amended (the "Securities Act") the Class A Shares and Liberty Share Warrants held or acquired by the Liberty Purchaser. The "Liberty Securities" means the Liberty Shares, the Liberty Share Warrants, and the Class A Shares issuable upon exercise of the Liberty Share Warrants and the Liberty Advisory Fee Warrants;
- the Issuer has agreed to indemnify the Liberty Purchaser (to the extent it is a seller under a registration statement), its officers, employees, affiliates, directors, partners, members, managers, investment advisors, attorneys and agents, together with any person deemed to be an underwriter (within the meaning of the Securities Act) with respect to any of the Liberty Purchaser's registrable securities, and each person, if any, who controls the Liberty Purchaser or any such underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), against any losses or damages resulting from any untrue statement or omission of material fact in any registration statement or prospectus pursuant to which such holder sells securities, unless such liability arose from the holder's misstatement or omission; and the Liberty Purchaser has agreed to indemnify the Issuer (and certain other persons) against all losses caused by the Liberty Purchaser's misstatements or omissions based on information regarding the Liberty Purchaser furnished by it to the Issuer; and
- the Liberty Purchaser agreed to subject the Liberty Securities (or any shares issuable in respect thereof), which for the avoidance of doubt, does not include the Liberty Advisory Fee Warrants (as defined below) to transfer restrictions until January 25, 2023.
Liberty Letter Agreement
Contemporaneously with the execution of the Liberty Subscription Agreement, the Issuer, CFAC Holdings V, LLC, and the Liberty Purchaser, entered into a letter agreement, which was amended and restated on the Liberty Closing Date (as amended and restated, the "Liberty Letter Agreement"), which was agreed to with respect to certain provisions by Mr. Kargieman and CFAC Holdings V, LLC, a Delaware limited liability company (the "Sponsor"). The parties to the Liberty Letter Agreement have agreed that for so long as a Cessation Event (as defined in the Liberty Letter Agreement, i.e., if the Liberty Purchaser (or affiliates managed by the Liberty Manager or its affiliates) cease to hold, in the aggregate, at least 6,666,666 Class A Shares) has not occurred, among other things:
- The Liberty Purchaser has the right to nominate two directors (including any successors) for election to the Issuer's Board of Directors (the "Board") by the Issuer's shareholders (the "Liberty Directors"), which director nominees must be reasonably acceptable to the Issuer. In this regard, the parties have further agreed that:
(i) The Sponsor and Mr. Kargieman will vote their Class A Shares and Class B ordinary shares of the Issuer, with a nominal value $0.0001 per share and (after the Domestication described below) the Class B common stock, par value $0.0001 per share (such Class B ordinary shares and Class B common stock together, the "Class B Shares") (and those held by any persons over which they have voting control), in favor of the election of the Liberty Director nominees;
(ii) The Reporting Person, Secretary Mnuchin, will be nominated for election as non-executive Chairman to the Board, to serve as one of the Liberty Directors. For so long as Secretary Mnuchin is a Liberty Director, he shall be the non-executive Chairman of the Board, and the Sponsor and Mr. Kargieman shall not be required to vote for any person designated by the Liberty Purchaser to replace Secretary Mnuchin unless such party consents in writing to such replacement, such consent not to be unreasonably withheld;
(iii) Mr. Kargieman will cause any transferee of any Class B Shares held by him to agree, as a condition to such transfer, to all of his obligations under the Liberty Letter Agreement (other than in the case of a transfer to a transferee that would result in automatic conversion of such Class B Shares into Class A Shares in accordance with the Issuer's governing documents);
(iv) The Liberty Purchaser's right to nominate the Liberty Directors will cease immediately following the occurrence of a Cessation Event, and the terms of any then-serving Liberty Directors will expire at the next election of directors (but in no event more than one year after the Cessation Event); and
(v) The Issuer will (a) take all necessary action to cause the Liberty Directors to be elected to the Board; (b) maintain in effect at all times directors and officers indemnity insurance coverage reasonably satisfactory to the Liberty Purchaser; (c) provide for indemnification, exculpation and advancement of expenses to the fullest extent permitted under applicable law in its governing documents; (d) not increase or decrease the maximum number of directors permitted to serve on the Board without the prior written consent of the Liberty Purchaser; and (e) not take any action, including making or recommending any amendment to its governing documents that could reasonably be expected to adversely affect the Liberty Purchaser's rights under the Liberty Letter Agreement;
- The Liberty Purchaser has the right to nominate one Liberty Director to serve on each committee of the Board, subject to certain conditions;
- in addition to the Liberty Directors, the Board would initially include Ted Wang, Brad Halverson, and another person designated by Mr. Kargieman who is reasonably acceptable to the Liberty Purchaser and in compliance with NASDAQ listing requirements;
- for so long as Mr. Kargieman and his affiliates beneficially own at least one-third of the number of shares of the Issuer owned by him on the date of the Business Combination Closing (subject to customary adjustments for corporate events), Mr. Kargieman will have the right to designate two directors for election to the Board by the Issuer's shareholders, one of whom will be Mr. Kargieman and the other shall be reasonably acceptable to the Liberty Purchaser and the Sponsor, who will initially be Marcos Galperin, and the Sponsor and the Liberty Purchaser will vote any shares held by them in favor of the election of such persons; and
- for so long as the Sponsor and its affiliates beneficially own at least one-third of the number of shares of the Issuer owned by them on the date of the Business Combination Closing (subject to customary adjustments for corporate events), Howard Lutnick would be nominated for election by the Board to the Issuer's shareholders and Mr. Kargieman and the Liberty Purchaser will vote any shares held by them in favor of the election of Mr. Lutnick.
In addition, so long as Class B Shares are outstanding, the Issuer will be required to obtain the written consent of the Liberty Purchaser if it were to issue in a transaction, or series of transactions, a number of shares that equals or exceeds 20% of its then-outstanding common shares on a fully diluted basis (assuming exercise of all options and warrants of the Issuer); provided that no such consent shall be required if such issuance of shares is made in connection with:
- any acquisition by the Issuer of any equity interests, assets, properties, or business of any person;
- any merger, consolidation, or other business combination involving the Issuer;
- any transaction or series of related transactions involving a Change of Control (as defined in the Liberty Letter Agreement); and
- any equity split, payment of distributions, or any similar recapitalization.
An advisory fee is payable to the Liberty Manager in exchange for advisory services to be provided to the Issuer by the Liberty Manager (whereby the Liberty Purchaser will cause the Liberty Manager to be reasonably available to advise the Issuer from time to time until the occurrence of a Cessation Event). The advisory fee payable for such services includes:
- 2,500,000 warrants, each providing the right to purchase one (1) Class A Share of the Issuer at an exercise price of $10 per Class A Share (the "Liberty Advisory Fee Warrants"), which were issued on the Liberty Closing Date; and
- for so long as a Cessation Event has not occurred, $1.25 million to be paid in cash on the eighteen (18) month anniversary of the Liberty Closing Date and on the last day (or, if not a business day, the immediately following business day) of each of the following five (5) successive three-month anniversaries of such 18-month anniversary (each, an "Advisory Fee Cash Payment"), representing aggregate Advisory Fee Cash Payments of up to $7,500,000. From and after a Cessation Event, no Advisory Fee Cash Payments shall be payable by the Issuer.
The Liberty Advisory Fee Warrants are exercisable as and from the one-year anniversary of, and will expire on the fifth anniversary of, the Liberty Closing Date (February 10, 2027). The Liberty Advisory Fee Warrants are subject to substantially the same terms as the Liberty Share Warrants (as set out in the Warrant Agreement attached as Exhibit 4 hereto) and, the registration rights as they apply to the Liberty Securities pursuant to the Liberty Subscription Agreement also apply to the shares underlying the Liberty Advisory Fee Warrants. For so long as the Liberty Purchaser or its permitted transferees hold Liberty Share Warrants or Liberty Advisory Fee Warrants, such warrants will not be redeemable by the Issuer.
The Issuer has reimbursed the Liberty Purchaser for all reasonable and documented out-of-pocket expenses incurred by it in connection with the transaction contemplated by the Liberty Letter Agreement and the Liberty Subscription Agreement, in the amount of $250,000.
In connection with the Liberty Letter Agreement, the Issuer amended its governing documents to, among other things, modify the voting rights of the holders of Class B Shares from ten votes per share to a number of votes per share such that, as of the Liberty Closing Date, the aggregate number of votes attributable to the Class B Shares is equal to the aggregate number of votes attributable to Class A Shares held by the Liberty Purchaser (subject to certain adjustments).
In connection with the Liberty Letter Agreement, the Issuer, Mr. Kargieman, the Liberty Purchaser and the Sponsor have also agreed to take action to further modify the rights of the holders of Class B Shares such that the number of votes attributable to each Class B Share after giving effect to any forfeitures of Class B Shares pursuant to Section 2.10 of the Merger Agreement shall equal (x) 20,000,000, divided by (y) (i) 13,662,658, minus (ii) the number of such forfeited Class B Shares (in no event shall such forfeited shares be more than 651,596 Class B Shares), but taking into account any adjustment that may have occurred theretofore pursuant to clause 7.2 of the Issuer's Memorandum and Articles of Association (prior to the Domestication described below) or to Section 4.02 of the Issuer's Certificate of Incorporation (following the Domestication). In the event that any Earnout Shares (as defined in the Merger Agreement) are issued to Mr. Kargieman pursuant to Section 2.11 of the Merger Agreement, the Issuer, Mr. Kargieman, the Liberty Purchaser and the Sponsor have agreed to take action to further modify the rights of the holders of Class B Shares such that the number of votes attributable to each class B Share shall be adjusted such that the number of votes attributable to each Class B Share is reduced in a manner that results in a vote per share as if a number of shares equal to such Earnout Shares had not been forfeited pursuant to Section 2.10 of the Merger Agreement.
The foregoing descriptions of the Liberty Subscription Agreement, the Liberty Letter Agreement and the Warrant Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which were filed as Exhibits 2, 3, and 4 hereto, respectively, and incorporated by reference into this Item 4.
General
The Reporting Persons have acquired the securities reported in this Schedule 13D for investment purposes and intend to review such investment in the Issuer on a continuing basis. As such, the Reporting Persons may, depending on the Issuer's performance and other market conditions, increase or decrease their investment position. The Reporting Persons may, from time to time, make additional acquisitions of Class A Shares or other securities of the Issuer either in the open market or in privately negotiated transactions, including transactions directly with the Issuer, depending upon their evaluation of the Issuer's business, prospects, financial condition and results of operations, the market for the Class A Shares or other securities, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting Persons may also decide to hold or dispose of all or part of their investments in the Class A Shares, Liberty Share Warrants and/or Liberty Advisory Fee Warrants, and/or enter into derivative transactions with institutional counterparties with respect to the Issuer's securities, including the Class A Shares. Any actions the Reporting Persons might undertake may be made at any time, and from time to time, without prior notice, and will be dependent upon their review of numerous factors, including but not limited to, an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
Consistent with the Reporting Persons' investment purposes and, in addition to their governance rights described above, they may engage in communications with, without limitation, one or more stockholders of the Issuer, management of the Issuer and/or one or more members of the Board and may make suggestions or proposals concerning the Issuer's operations, prospects, business and financial strategies, strategic transactions, assets and liabilities, business and financing alternatives, the composition of the Board and such other matters as the Reporting Persons may deem relevant to their investment in the Issuer.
As of the date hereof, the Liberty Directors are Secretary Mnuchin and General Joseph F. Dunford, Jr.
The Domestication
On March 26, 2025, Satellogic Inc. changed its jurisdiction of incorporation, domesticating as a corporation incorporated under the laws of the State of Delaware and discontinuing as a business company with limited liability incorporated under the laws of the British Virgin Islands (the "Domestication"). As part of the Domestication, all the Class A and Class B ordinary shares of the Issuer outstanding prior to the Domestication were converted into Class A and Class B common stock of the Issuer, respectively. All references in this Amendment to the Issuer and its securities refer to the British Virgin Islands entity and its securities prior to the Domestication, and to the Delaware corporation and its securities after the Domestication.
May 2026 Lock-Up Agreement
In connection with the sale of Class A Shares on May 26, 2026 described in Item 5(c) below, the Reporting Persons agreed not to sell any additional Class A Shares for a period of 60 calendar days. |
