Satellogic SPAC
LEGAL DISCLAIMER
Disclaimers and Other Important Information
This presentation (this "Presentation") is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Nettar Group Inc. ("Satellogic" or the "Company") and CF Acquisition Corp. V ("CFAC
V") and related transactions (the "Potential Business Combination"). By reviewing or reading this Presentation, you will be deemed to have agreed to the obligations and restrictions set out below.
This Presentation and any oral statements made in connection with this Presentation do not constitute an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation of any proxy, vote, consent or approval in any jurisdiction in
connection with the Potential Business Combination, or any related transactions, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This Presentation does
not constitute either advice or a recommendation regarding any securities. Any offer to sell securities will be made only pursuant to a definitive Subscription Agreement and will be made in reliance on an exemption from registration under the Securities Act of 1933, as amended, for offers and sales of
securities that do not involve a public offering. CFAC V and Satellogic reserve the right to withdraw or amend for any reason any offering and to reject any Subscription Agreement for any reason. The communication of this Presentation is restricted by law; it is not intended for distribution to, or use by any
person in, any jurisdiction where such distribution or use would be contrary to local law or regulation.
No representations or warranties, express or implied, are given in, or in respect of, this Presentation. This Presentation is subject to updating, completion, revision, verification and further amendment. None of CFAC V, Satellogic or their respective affiliates has authorized anyone to provide interested
parties with additional or different information. No securities regulatory authority has expressed an opinion about the securities discussed in this Presentation and it is an offense to claim otherwise. To the fullest extent permitted by law, in no circumstances will CFAC V, Satellogic or any of their respective
subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents (including the internal economic models), its omissions,
reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith.
Recipients of this Presentation are not to construe its contents, or any prior or subsequent communications from or with CFAC V, Satellogic or their respective representatives as investment, legal or tax advice. In addition, this Presentation does not purport to be all-inclusive or to contain all of the information
that may be required to make a full analysis of Satellogic or the Potential Business Combination. Recipients of this Presentation should each make their own evaluation of Satellogic and the Potential Business Combination and of the relevance and adequacy of the information and should make such other
investigations as they deem necessary.
Forward-Looking Statements Legend
This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Satellogic and CFAC V, including statements regarding the benefits of the Potential Business Combination, the anticipated timing of the Potential
Business Combination, the services offered by Satellogic and the markets in which it operates (including future market opportunities), Satellogic's projected future results, future financial condition and performance and expected financial impacts of the Proposed Business Combination (including future
revenue, pro forma enterprise value and cash balance), the satisfaction of closing conditions to the Proposed Business Combination, the PIPE Offering and the level of redemptions of CFAC V's public stockholders. These forward-looking statements generally are identified by the words "believe," "project,"
"expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. 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. Many factors could cause actual future events to differ materially from the forward-looking statements in this Presentation, including, but not limited to: (i) the risk that the Potential Business Combination and
PIPE Offering may not be completed in a timely manner or at all, which may adversely affect the price of CFAC V's securities, (ii) the risk that the Potential Business Combination may not be completed by CFAC V's business combination deadline and the potential failure to obtain an extension of the business
combination deadline if sought by CFAC V, (iii) the failure to satisfy the conditions to the consummation of the Potential Business Combination, including the adoption of the business combination agreement by the shareholders of CFAC V and Satellogic, the satisfaction of the minimum trust account amount
following redemptions by CFAC V's public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the Potential Business Combination, (v) the occurrence of any event, change or other circumstance that
could give rise to the termination of the transaction agreement, (vi) the effect of the announcement or pendency of the Potential Business Combination on Satellogic's business relationships, performance, and business generally, (vii) risks that the Potential Business Combination disrupts current plans of
Satellogic and potential difficulties in Satellogic employee retention as a result of the Potential Business Combination, (viii) the outcome of any legal proceedings that may be instituted against Satellogic or against CFAC V related to the transaction agreement or the Potential Business Combination, (ix) the
ability to maintain the listing of CFAC V's securities on The Nasdaq Stock Market LLC, (x) the price of CFAC V's securities may be volatile 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, (xi) the ability of Satellogic to implement business plans, forecasts, and other expectations after the completion of the Potential Business Combination, and identify and realize
additional opportunities, (xii) the risk of downturns and the possibility of rapid change in the highly competitive industry in which Satellogic operates, (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 below and other documents filed by CFAC V and/or PubCo (as
defined below), from time to time with the U.S. Securities and Exchange Commission (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.
SATELLOGIC
CONFIDENTIAL
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