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United States securities and exchange commission logo
October 8, 2021
Rick Dunn
Chief Financial Officer
Satellogic Inc.
Ruta 8 Km 17,500, Edificio 300
Oficina 324 Zonam rica
Montevideo, 91600, Uruguay
Re: Satellogic Inc.
Amendment No. 1 to
Registration
Statement on Form F-4
Filed September 24,
2021
File No. 333-258764
Dear Mr. Dunn:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
September 8, 2021 letter.
Amendment No. to Form F-4
General
1. We note your response
to prior comment 1 and reissue our comment. The table provide
appears to only reflect
the equity stake and not the per share value of the shares owned by
non-redeeming
shareholders. Please also ensure that you reflect the implied per share
value assuming exercise
of CF V Warrants, PIPE Warrants or PubCo Warrants.
2. We note your response
to prior comment 4 and reissue our comment. Please revise page
18 to include the
requested information.
Rick Dunn
Satellogic Inc.
October 8, 2021
Page 2
3. We note your response to prior comment 7. Please clarify whether
recent common stock
trading prices exceed the threshold that would allow the company to
redeem public
warrants.
Q. What interests do CF Vs current officers and directors have in the Business
Combination?,
page 20
4. We note your response to prior comment 10. Please revise to disclose
the amount that the
Sponsor paid for the Founder Shares.
The Sponsor, the Company Shareholders and the holders of Convertible Notes,
page 106
5. We note your response to prior comment 15. Please include the
information in the last
sentence of your response in your revised disclosures.
Certain Forecasted Information for the Company, page 167
6. We note your response to prior comment 18. Please revise your
disclosure to include the
information provided in the last two paragraphs of your response
letter.
Customers, page 201
7. Please revise to disclose the material terms of your contract with
ABDAS.
Financial Statements, page F-1
8. Please update Nettar Group, Inc.'s financial statements in accordance
with the instructions
Item 8.A.5 of Form 20-F. Similarly, update the financial statements of
CF Acquisition
Corp. V with the most recent quarterly financial statements.
You may contact Andi Carpenter at 202-551-3645 or Kevin Stertzel at
202-551-3723 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Asia Timmons-Pierce at 202-551-3754 or Jay Ingram at 202-551-3397 with
any other
questions.
FirstName LastNameRick Dunn Sincerely,
Comapany NameSatellogic Inc.
Division of
Corporation Finance
October 8, 2021 Page 2 Office of
Manufacturing
FirstName LastName