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United States securities and exchange commission logo
September 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.
Registration
Statement on Form F-4
Filed August 12,
2021
File No. 333-258764
Dear Mr. Dunn:
We have reviewed your 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.
Registration Statement on Form F-4
General
1. Revise your disclosure
to show the potential impact of redemptions on the per share value
of the shares owned by
non-redeeming shareholders by including a sensitivity analysis
showing a range of
redemption scenarios, including minimum, maximum and interim
redemption levels.
2. We note that certain
shareholders agreed to waive their redemption rights. Please describe
any consideration
provided in exchange for this agreement.
3. It appears that
underwriting fees remain constant and are not adjusted based on
redemptions. Revise
your disclosure to disclose the effective underwriting fee on a
Rick Dunn
FirstName LastNameRick Dunn
Satellogic Inc.
Comapany 8,
September NameSatellogic
2021 Inc.
September
Page 2 8, 2021 Page 2
FirstName LastName
percentage basis for shares at each redemption level presented in your
sensitivity analysis
related to dilution.
4. Please revise to disclose all possible sources and extent of dilution
that shareholders who
elect not to redeem their shares may experience in connection with the
business
combination. Provide disclosure of the impact of each significant
source of dilution,
including the amount of equity held by founders, convertible
securities, including warrants
retained by redeeming shareholders, at each of the redemption levels
detailed in your
sensitivity analysis, including any needed assumptions.
5. Your charter waived the corporate opportunities doctrine. Please
address this potential
conflict of interest and whether it impacted your search for an
acquisition target.
6. Please revise the conflicts of interest discussion so that it
highlights all material interests
in the transaction held by the sponsor and the company s officers
and directors. This could
include fiduciary or contractual obligations to other entities as well
as any interest in, or
affiliation with, the target company. In addition, please clarify how
the board considered
those conflicts in negotiating and recommending the business
combination.
7. Please highlight the material risks to public warrant holders,
including those arising from
differences between private and public warrants. Clarify whether
recent common stock
trading prices exceed the threshold that would allow the company to
redeem public
warrants. Clearly explain the steps, if any, the company will take to
notify all
shareholders, including beneficial owners, regarding when the warrants
become eligible
for redemption.
8. Disclose the material risks to unaffiliated investors presented by
taking the company
public through a merger rather than an underwritten offering. These
risks could include
the absence of due diligence conducted by an underwriter that would be
subject to liability
for any material misstatements or omissions in a registration
statement.
9. Please highlight material differences in the terms and price of
securities issued at the time
of the IPO as compared to private placements contemplated at the time
of the business
combination. Disclose if the SPAC s sponsors, directors, officers or
their affiliates will
participate in the private placement.
10. Please quantify the aggregate dollar amount and describe the nature of
what the sponsor
and its affiliates have at risk that depends on completion of a
business combination.
Include the current value of securities held, loans extended, fees
due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide
similar disclosure for the company s officers and directors, if
material.
11. Please highlight the risk that the sponsor will benefit from the
completion of a business
Rick Dunn
FirstName LastNameRick Dunn
Satellogic Inc.
Comapany 8,
September NameSatellogic
2021 Inc.
September
Page 3 8, 2021 Page 3
FirstName LastName
combination and may be incentivized to complete an acquisition of a
less favorable target
company or on terms less favorable to shareholders rather than
liquidate.
12. Please prominently disclose Nettar's current level of indebtedness.
What interests do CF V's current officers and directors have in the Business
Combination?, page
20
13. Please revise the ninth bullet to quantify the discount and to
disclose the type and number
of securities. Please also disclose that the Sponsor is entitled to
receive up to 250,000 FPC
Additional Shares.
PIPE Subscription Agreements, page 32
14. Please revise to quantify the maximum number of PIPE Additional Shares
that may be
issued.
Risk Factors, page 58
15. Please include risk disclosure regarding the PIPE Additional Shares,
FPC Additional
Shares and Series X additional shares including any dilution risks and
disclose the
maximum number of shares that may be issued. Clarify whether recent
common stock
trading prices would meet the threshold for issuance of these
additional shares.
Background of the Business Combination, page 150
16. Please revise your disclosure in this section to include negotiations
relating to material
terms of the transaction, including, but not limited to, structure,
valuation, consideration,
minimum cash amount, proposals and counter-proposals, and size of
PIPE. In your revised
disclosure, please explain the reasons for the terms, each party's
position on the issues,
and how you reached agreement on the final terms.
Certain Forecasted Information for the Company, page 160
17. We note your disclosure that the financial projections reflects
assumptions with respect to
general business, economic, regulatory, market and financial
conditions and other factors.
Please revise to describe such assumptions with greater specificity
and quantify where
practicable. Please disclose any other information to facilitate
investor understanding of
the basis for and limitations of these projections. Please
specifically address the significant
differences in your historical revenue and market share from your
future projections,
including those that are multiple years into the future.
18. We note that the projections were initially prepared in December 2020
and updated
periodically in February, March and April 2021. Please tell us whether
projections included are materially the same as the draft projections.
If they are materially
different, please explain to us these differences, including different
assumptions, what
changes were made and why.
Rick Dunn
Satellogic Inc.
September 8, 2021
Page 4
19. You currently have a backlog of $38 million in signed contracts and
you forecast
approximately $800 million in revenue by 2025. There is no disclosure
to support this
pipeline of revenue opportunity nor is there any disclosure justifying
management's ability
to convert contracted revenues and the pipeline of potential contracts
into actual
revenues. Since you will need to generate over $100 million in annual
revenue to meet
your goal of profitability within 2 years, we would expect to see
enhanced and prominent
disclosure supporting the company's ability to achieve these metrics.
20. Refer to the following disclosure: [t]he forecasts . . . were not
intended for third-party use,
including by investors or holders. You are cautioned not to rely on
the forecasts in making
a decision regarding the transaction . . . ." Please explain the
extent to which you are
cautioning investors regarding their rights under the federal
securities laws and tell us the
basis for your apparent belief that you can limit investors' reliance
on the disclosure in
your prospectus in this manner.
Beneficial Ownership Of Securities, page 223
21. Please include footnotes that provide the information required by Item
7.A.3 of Form 20-
F.
Exhibits
22. We note your disclosure that Nettar entered into a multi-launch
agreement with SpaceX.
Please file the agreement as an exhibit.
23. Please file the agreement with ABDAS.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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
September 8, 2021 Page 4
FirstName LastName
Office of
Manufacturing