Satellogic SPAC
DETAILED TRANSACTION OVERVIEW
($mm)
Transaction Highlights
• Transaction expected to fund business plan, with additional opportunities for acceleration and
incremental value creation through M&A¹,2
• $100mm PIPE, including $53.5mm from pre-PIPE and Sponsor
Pre-PIPE Funding: ~$20mm convertible at PIPE pricing
Investors include Marcos Galperin (Founder/CEO, Mercado Libre) and Javier Olivan (VP of Central Products, Facebook)
Sponsor Commitment:~$33mm investment
• All existing Satellogic equity will be rolled over in transaction4
• Majority of company shareholders are subject to a 12-month lock-up⁹
Sources & Uses
Sources
Satellogic Rollover Equity
SPAC Cash in Trust¹
PIPE Capital5
Sponsor shares
Total Sources
1 Assumes no redemptions from CFAC V
2 Assumes $35mm of transaction expenses.
$722
$250
$100
$52
$1,124
Uses
Satellogic Rollover Equity
Cash to balance sheet
Debt repayment
Transaction expenses/ fees
Sponsor shares6
Total Uses
$722
$274
$41
$35
$52
$1,124
Pro Forma Capitalization
Pro Forma Shares Outstanding
Equity Value
Cash¹,2
Debt³
Enterprise Value
Sponsor shares
-5%
Pro Forma Ownership
PIPE5
-9%
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Selected Investors fundopitanga TUESDAY
SPAC
-22%
3 Does not factor liabilities related to warrants pursuant to guidance provided in ASC Topic 815-40
4 If up to two existing Satellogic convertible note holder(s) give(s) notice of their election to redeem their convertible notes, Satellogic and CFAC V will cooperate to arrange for the assignment (or replacement) of such notes
5 Includes -$33mm from Cantor Fitzgerald (including $10mm forward purchase agreement) and -$20mm from pre-PIPE funding
6 Includes Sponsor Private Placement and Sponsor FPA Incentive; excludes 30% of Sponsor Promote representing 1.9mm shares subject to vesting with 0.6mm shares vesting at $12.50, 0.6mm shares vesting at $15.00 and 0.6mm shares vesting at $20.00
7 Includes 16.2 million pro forma shares (-14%) in the form of a warrant to an investor that may be exercised only in connection with a sale of the underlying shares
8 Excludes 8.3mm warrants held by the SPAC stockholders and 0.2mm warrants held by Sponsor
9 Excludes a single shareholder / convertible noteholder, a single convertible noteholder, and the warrant holder, all of whom are subject to a minimum 6-month lock-up; 12-month lock-up subject to customary price-based early release
SATELLOGIC
ENDEAVOR
CATALYST
112.4
$1,124
$274
Satellogic
equity
holders'
-64%
$850
VALOR
CONFIDENTIAL
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