As filed with the U.S. Securities and Exchange Commission on September 24, 2021

Registration No. 333-258764

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SATELLOGIC INC.

(Exact name of registrant as specified in its charter)

Ruta 8 Km 17,500, Edificio 300

Oficina 324 Zonamérica

Montevideo, 91600, Uruguay

00-598-25182302

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Rick Dunn

Satellogic Inc.

Chief Financial Officer

210 Delburg Street

Davidson, NC 28036

(704) 894-4482

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement to consummate the proposed merger are satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The Registrant may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION DATED SEPTEMBER 24, 2021

LETTER TO STOCKHOLDERS OF CF ACQUISITION CORP. V

CF Acquisition Corp. V

110 East 59th Street

New York, NY 10022

To the Stockholders of CF Acquisition Corp. V:

You are cordially invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of CF Acquisition Corp. V, which is referred to as “CF V”, on                 at                 , Eastern time, as a virtual meeting. The meeting will be held virtually over the internet by means of a live audio webcast. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at     .

At the Special Meeting, our stockholders will be asked to consider and vote upon a proposal, which we refer to as the “Business Combination Proposal,” to approve and adopt the Agreement and Plan of Merger dated July 5, 2021 (as the terms and conditions therein may be amended, supplemented, or otherwise modified from time to time, the “Merger Agreement”), by and among CF V, Nettar Group Inc. (d/b/a Satellogic), a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), Satellogic Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct wholly owned subsidiary of the Company (“PubCo”), 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 PubCo (“Target Merger Sub”), and Ganymede Merger Sub 2 Inc., a Delaware corporation and a direct wholly owned subsidiary of PubCo (“SPAC Merger Sub”). The Merger Agreement provides for, among other things, (a) the merger of the Company with and into Target Merger Sub (the “Initial Merger”), upon which the separate existence of Target Merger Sub will cease and the Company will be the Surviving Corporation and a direct wholly owned subsidiary of PubCo, and (b) the merger of CF V with and into SPAC Merger Sub (the “CF V Merger” and together with the Initial Merger, the “Mergers” and the transactions contemplated by the Merger Agreement, including the Mergers, the “Business Combination”), upon which the separate existence of SPAC Merger Sub will cease and CF V will be the surviving corporation and a direct wholly owned subsidiary of PubCo.

As a result of the Mergers, (i) all outstanding shares of capital stock of the Company will be automatically cancelled in exchange for the right to receive PubCo Ordinary Shares determined by reference to the “Company Exchange Ratio” calculated in accordance with the Merger Agreement, which as of June 30, 2021 was 3.35760, (ii) all outstanding options to purchase capital stock of the Company will be converted into options to purchase PubCo Class A Ordinary Shares, (the “Assumed Options”), with the number of shares and price per share thereunder adjusted at the closing of the Business Combination (the “Closing”) based on the Company Exchange Ratio, (iii) the Company Warrant, if outstanding immediately prior to the Closing, will be converted into a warrant to purchase PubCo Class A Ordinary Shares (a “PubCo Warrant”), with the number of shares and price per share thereunder adjusted at the Closing based on the Company Exchange Ratio and calculated in accordance with the terms and conditions of the Company Warrant (the “Assumed Company Warrant”), (iv) each outstanding CF V unit (collectively, the “CF V Units”), comprised of one share of CF V Class A Common Stock and one-third of one warrant to purchase one share of CF V Class A Common Stock (each whole warrant, a “CF V Warrant”), will be automatically detached and the holder thereof will be deemed to hold one share of CF V Class A Common Stock and one-third of one CF V Warrant, (v) each outstanding share of CF V Class B Common Stock will automatically convert into one share of CF V Class A Common Stock, (vi) each outstanding share of CF V Class A Common Stock will be cancelled in exchange for the right to receive PubCo Class A Ordinary Shares on a one-for-one basis (the “CF V Exchange Ratio”), and (vii) each outstanding CF V Warrant will be converted into PubCo Warrants (the “Assumed CF V Warrants” and, together with the Assumed Company Warrant, the “Assumed Warrants”), with the number of shares and price per share thereunder

adjusted at the Closing based on the CF V Exchange Ratio and calculated in accordance with the terms and conditions of the CF Warrant Agreement.

All Company shareholders, other than Emiliano Kargieman, the Company’s CEO, will receive PubCo Class A Ordinary Shares in the Initial Merger. Mr. Kargieman will receive PubCo Class B Ordinary Shares in the Initial Merger. PubCo Class B Ordinary Shares will rank pari passu with PubCo Class A Ordinary Shares in all respects, provided they will be entitled to super voting rights of ten (10) votes per share as described herein. See “Description of PubCo Securities—PubCo Class B Ordinary Shares.”

Upon consummation of the Business Combination, for purposes of the rules of the Trading Market (as defined below), PubCo will be a “controlled company.” Under the Trading Market rules, controlled companies are companies of which more than 50% of the voting power for the election of directors is held by an individual, a group, or another company. Upon completion of the Business Combination, Mr. Kargieman will own approximately 65% of the outstanding voting power for the election of directors (which does not include PubCo Ordinary Shares issuable upon exercise of the Assumed Company Warrant or any Assumed Options). Accordingly, PubCo will be eligible to take advantage of certain exemptions from certain corporate governance standards of the Trading Market.

A portion of the PubCo Ordinary Shares issuable at the Closing to the Sponsor, the Company Shareholders and holders of Convertible Notes (including PubCo Ordinary Shares issuable in connection with the conversion of the Convertible Notes but excluding shares issuable in respect of the Company Series X Preference Shares) will be subject to escrow and potential forfeiture (such shares, the “Aggregate Forfeiture Shares”) if the market price of PubCo Class A Ordinary Shares for the 30-day calendar period ending on the effective date of PubCo’s registration statement on Form F-1 filed after Closing to register the PIPE Shares (as defined below) is below a certain price threshold, and, if any such PubCo Ordinary Shares are forfeited, then the Sponsor and such Company Shareholders and holders of Convertible Notes will have the right to receive an aggregate number of PubCo Ordinary Shares equal to the number of shares that were forfeited if the market price of PubCo Class A Ordinary Shares meets a certain price threshold during the five-year period following the Closing (the “Aggregate Earn-Out Shares”).

In addition, Sponsor subjected 1,869,000 (less 30% of any Aggregate Forfeiture Shares cancelled in accordance with the Merger Agreement) of the PubCo Class A Ordinary Shares it will receive upon conversion of its Founder Shares (the “Sponsor Earn-Out Shares” and together with the Aggregate Earn-Out Shares, the “Earn-Out Shares”) to vesting and potential forfeiture (and related transfer restrictions) after the Closing based on a five year-post-Closing earnout that will be earned based on the price of the PubCo Class A Ordinary Shares following Closing.

In connection with the foregoing and concurrently with the execution of the Merger Agreement, CF V and PubCo entered into separate subscription agreements (the “Subscription Agreements”) with a number of subscribers (each a “PIPE Investor”), including CFAC Holdings V, LLC (the “Sponsor”), pursuant to which the PIPE Investors agreed to purchase, and PubCo agreed to issue and sell to the PIPE Investors, an aggregate of 6,966,770 PubCo Class A Ordinary Shares (as may be adjusted, the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of approximately $69.7 million (the “PIPE Investment”), with the Sponsor’s Subscription Agreement accounting for approximately $23.2 million of the PIPE Investment. During April and May 2021, the Company issued Company Series X Preference Shares in a private placement to certain investors in exchange for an aggregate purchase price of $20,332,300. Contemporaneously with the execution of the Merger Agreement, CF V, PubCo, the Company and holders of the Company Series X Preference Shares (the “Company Series X Shareholders”) entered into a Series X Preference Shareholder Agreement (the “Series X Shareholder Agreement”), pursuant to which, among other things, the Company Series X Shareholders agreed, subject to the occurrence of the Closing, to waive any rights they may have to require the Company to redeem any of their Series X Preference Shares and to allow such shares to convert into PubCo Class A Ordinary Shares in connection with the Closing.

Contemporaneously with the execution of the Merger Agreement, Sponsor, CF V and PubCo entered into an amendment and restatement of that certain forward purchase contract, dated January 28, 2021, by and between CF V and the Sponsor (the “Amended and Restated Forward Purchase Contract”), pursuant to which the Sponsor agreed to purchase, and PubCo agreed to issue and sell to the Sponsor, 1,250,000 PubCo Class A Ordinary Shares (subject to adjustment as later described), and 333,333 PubCo Warrants.

Pursuant to the Subscription Agreements, Series X Shareholder Agreement and Amended and Restated Forward Purchase Contract, the PIPE Investors, the Company Series X Shareholders and the Sponsor may be entitled to receive additional PubCo Ordinary Shares based on the stock price of PubCo Class A Ordinary Shares following the Closing.

In addition, PIPE Investors that elected to subject any PubCo Class A Ordinary Shares they purchase pursuant to their Subscription Agreement to a lockup commencing on the Closing and expiring on the second anniversary thereof will receive, at Closing, a number of non-redeemable warrants (the “PIPE Warrants”) to acquire PubCo Class A Ordinary Shares at a purchase price of $20.00 per share equal to the number of PIPE Shares that they elected to subject to such lock-up.

It is anticipated that upon Closing, (i) existing CF V Stockholders (other than the Sponsor Related Parties) will own approximately 22.1% of the outstanding PubCo Ordinary Shares, (ii) the Company’s existing securityholders (including the holders of the Company Series X Preference Shares and the Convertible Notes) will own approximately 66.2% of the outstanding PubCo Ordinary Shares, (iii) the Sponsor Related Parties, through their ownership of CF V Common Stock on the date hereof and through the Sponsor’s participation in the PIPE Investment and the Amended and Restated Forward Purchase Contract, will own approximately 7.6% of the outstanding PubCo Ordinary Shares, and (iv) the PIPE Investors (other than the Sponsor), through their participation in the PIPE Investment, will own approximately 4.1% of the outstanding PubCo Ordinary Shares.

The ownership percentages with respect to PubCo following the Business Combination are based upon the number of Company Shares and shares of CF V Common Stock issued and outstanding as of June 30, 2021 and are subject to a number of assumptions. These relative percentages assume (i) all holders of Convertible Notes convert their Convertible Notes into Company Shares at Closing, (ii) all holders of Company Series X Preference Shares convert their Company Series X Preference Shares into PubCo Class A Ordinary Shares in accordance with the Series X Shareholder Agreement, (iii) all Company Options are exercised prior to Closing, (iv) the Company Warrant is exercised prior to Closing, (v) no Aggregate Forfeiture Shares will be forfeited by the Sponsor, the Company Shareholders or holders of Convertible Notes and no Additional Shares will be issued pursuant to the PIPE Subscription Agreements, the Series X Shareholder Agreement, or the Amended and Restated Forward Purchase Contract, (vi) none of the Sponsor Earn-Out Shares vest, (vii) no exercise of CF V Warrants or PIPE Warrants, (viii) no Company Shareholder exercises its rights of appraisal, and (ix) no CF V Stockholders exercise redemption rights in connection with their CF V Public Shares. If any redemption rights are exercised in respect of CF V Public Shares, or any of the other assumptions are not correct, these percentages will be different.

The Board of Directors of CF V (the “CF V Board”) has fixed the close of business on                , 2021 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting or any postponement or adjournment thereof. Stockholders should carefully read the accompanying Notice of Special Meeting and proxy statement/prospectus for a more complete statement of the Proposals to be considered at the Special Meeting.

At the Special Meeting, the CF V Stockholders will also be asked to consider and vote to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary (the “Adjournment Proposal” together with the Business Combination Proposal, the “Proposals”).

The CF V Board has unanimously approved and adopted the Merger Agreement and unanimously recommends that the CF V stockholders vote “FOR” each of the Proposals presented to CF V stockholders at the Special Meeting. When you consider the CF V Board’s recommendation of these Proposals, you should keep in mind that the directors and officers of CF V have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “The Business Combination Proposal—Interests of the Sponsor and CF V’s Directors, Officers and Affiliates in the Business Combination” in this proxy statement/prospectus.

Pursuant to the CF V Charter, CF V public stockholders have redemption rights in connection with the Business Combination. CF V public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their CF V Public Shares for cash. This means that CF V public stockholders who hold shares of CF V Class A Common Stock on or before              (two (2) business days before the Special Meeting) will be eligible to elect to have their shares of CF V Class A Common Stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting.

By Order of the CF V Board,

Sincerely,

Howard W. Lutnick

Chief Executive Officer and Chairman

                , 2021

This proxy statement/prospectus is dated                 , 2021 and is first being mailed to CF V stockholders on or about                 , 2021.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

CF Acquisition Corp. V

110 East 59th Street

New York, NY 10022

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF CF ACQUISITION CORP. V

TO BE HELD ON                 , 2021

TO THE STOCKHOLDERS OF CF ACQUISITION CORP. V:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of CF Acquisition Corp. V, a Delaware corporation, which is referred to as “CF V”, will be held at                Eastern Time, on             , as a virtual meeting. The meeting will be held virtually over the internet by means of a live audio webcast. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at              . At the Special Meeting, CF V stockholders will be asked to consider and vote upon the following proposals.

(1) to adopt and approve the Agreement and Plan of Merger, dated July 5, 2021 (as the terms and conditions therein may be amended, modified or waived from time to time, the “Merger Agreement”), by and among, CF V, Satellogic Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct wholly owned subsidiary of the Company (“PubCo”), Nettar Group Inc. (d/b/a Satellogic), a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), 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 PubCo (“Target Merger Sub”), and Ganymede Merger Sub 2 Inc., a Delaware corporation and a direct wholly owned subsidiary of PubCo (“SPAC Merger Sub”), and to approve the transactions contemplated thereby (the “Business Combination”); and

(2) to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary.

Only holders of record of CF V Common Stock at the close of business on                , 2021 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. Please note that you will not be able to attend the Special Meeting in person. In light of the ongoing developments relating to the ongoing COVID-19 pandemic and to protect the health of CF V stockholders, management, employees and the community, the Special Meeting will be held virtually conducted via live audio webcast. You will be able to attend the Special Meeting by visiting             . CF V recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the meeting starts.

Pursuant to the CF V Charter, CF V is providing its public stockholders with the opportunity to redeem, upon the Closing, shares of CF V Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two (2) business days prior to the Closing) in the Trust Account that holds the proceeds (including interest but less taxes payable) of the IPO. For illustrative purposes, based on funds in the Trust Account of $250.0 million on August 31, 2021, the estimated per share redemption price would have been approximately $10.00. CF V public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of CF V Class A Common Stock for cash. This means that public stockholders who hold shares of CF V Class A Common Stock on or before                 , (two (2) business days before the Special Meeting) will be eligible to elect to have their shares of CF V Class A Common Stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting. A CF V public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, with respect to 15% or more of the shares of CF V Class A Common Stock included in the CF V Units sold in the IPO. Holders of our outstanding CF V Warrants and CF V Units do not have redemption rights with respect to such securities in connection with the Business Combination. Holders of outstanding CF V Units must separate the underlying

CF V Public Shares and CF V Public Warrants prior to exercising redemption rights with respect to the CF V Public Shares. The Sponsor and CF V’s officers and directors have agreed to waive their redemption rights with respect to any shares of CF V Common Stock they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor owns 21.4% of the issued and outstanding shares of CF V Common Stock. The Sponsor and CF V’s directors and officers have agreed to vote any shares of CF V Common Stock owned by them in favor of the Business Combination Proposal.

The approval of the Business Combination Proposal requires the affirmative vote of a majority of the issued and outstanding shares of CF V Common Stock as of the Record Date for the Special Meeting. The CF V Board has already approved the Business Combination.

As of August 31, 2021, there was $250.0 million in the Trust Account. Each redemption of shares of CF V Class A Common Stock by CF V’s public stockholders will decrease the amount in the Trust Account. Net tangible assets will be maintained at a minimum of $5,000,001 immediately prior to or upon consummation of the Business Combination.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call                      at                .

Table of Contents

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission, or the “SEC,” by Satellogic Inc., constitutes a prospectus of PubCo under Section 5 of the U.S. Securities Act of 1933, as amended, or the “Securities Act,” with respect to the PubCo Ordinary Shares to be issued to CF V Stockholders, the PubCo Warrants to be issued to CF V Warrant holders, the PubCo Ordinary Shares underlying such warrants and the conversion of PubCo Class B Ordinary Shares to PubCo Class A Ordinary Shares, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, or the “Exchange Act”, with respect to the Special Meeting of CF V Stockholders at which CF V Stockholders shall be asked to consider and vote upon a proposal to approve the Business Combination by the adoption of the Merger Agreement, among other matters, and to adjourn the meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to adopt the Business Combination Proposal.

References to “U.S. Dollars” and “$” in this proxy statement/prospectus are to United States dollars, the legal currency of the United States. Discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100% due to rounding. In particular and without limitation, amounts expressed in millions contained in this proxy statement/prospectus have been rounded to a single decimal place for the convenience of readers.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains estimates, projections, and other information concerning the Company’s industry and business, as well as data regarding market research, estimates, and forecasts prepared by the Company’s management. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which the Company operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” Unless otherwise expressly stated, the Company obtained this industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry and general publications, government data, and similar sources. In some cases, the Company does not expressly refer to the sources from which this data is derived. In that regard, when the Company refers to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from sources which the Company paid for, sponsored, or conducted, unless otherwise expressly stated or the context otherwise requires. Forecasts and other forward-looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this proxy statement/prospectus. See “Cautionary Note Regarding Forward-Looking Statements.”

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FINANCIAL STATEMENT PRESENTATION

CF V

The historical financial statements of CF V were prepared in accordance with U.S. GAAP and are denominated in U.S. Dollars.

The Company

The Company’s audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019 included in this proxy statement/prospectus have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and are denominated in U.S. Dollars.

The Company refers in various places in this proxy statement/prospectus to non-IFRS financial measures, including Adjusted EBITDA, which are more fully explained in “Selected Historical Financial Information And Operating Data Of The Company”. The presentation of non-IFRS information is not meant to be considered in isolation or as a substitute for the Company’s audited consolidated financial results prepared in accordance with IFRS.

PubCo

PubCo was incorporated on June 29, 2021 for the sole purpose of effectuating the transactions described herein. PubCo has no material assets and does not operate any businesses. Accordingly, no financial statements of PubCo have been included in this proxy statement/prospectus.

The Business Combination is made up of the series of transactions provided for in the Merger Agreement as described elsewhere within this proxy statement/prospectus. The transactions will be accounted for as a capital reorganization under IFRS.

Following the Business Combination, PubCo will qualify as a foreign private issuer and will prepare its financial statements in accordance with IFRS and will be denominated in U.S. Dollars.

Accordingly, the unaudited pro forma condensed combined financial information and the comparative per share information that will be presented in this proxy statement/prospectus will be prepared in accordance with IFRS and will be denominated in U.S. Dollars.

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

The Company name, logos and other trademarks and service marks of the Company appearing in this proxy statement/prospectus are the property of the Company. Solely for convenience, some of the trademarks, service marks, logos and trade names referred to in this proxy statement/prospectus are presented without the ^® and ^™ symbols, but such references are not intended to indicate, in any way, that the Company will not assert, to the fullest extent under applicable law, its rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This proxy statement/prospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this proxy statement/prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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FREQUENTLY USED TERMS

In this document:

“2018 NPA” means the Note Purchase Agreement dated as of April 6, 2018, as amended and restated in the 2019 NPA.

“2019 NPA” means the Amended and Restated Note Purchase Agreement dated as of September 9, 2019, as amended from time to time.

“2020 NPA” means the Note Purchase Agreement dated as of September 25, 2020, as amended from time to time.

“Acquisition Entities” means, collectively, PubCo, Target Merger Sub and SPAC Merger Sub, and each, individually, an “Acquisition Entity”.

“Action” means any action, lawsuit, complaint, claim, petition, suit, audit, examination, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority.

“Acquisition Proposal” means, as to the Company or CF V, other than the Transactions and other than the acquisition or disposition of equipment or other tangible personal property in the ordinary course of business, any offer or proposal relating to: (a) any acquisition or purchase, direct or indirect, of (i) 15% or more of the consolidated assets of such Person and its subsidiaries or (ii) 15% or more of any class of equity or voting securities (for the avoidance of doubt, excluding a sale of warrant(s) issued by the Company prior to the date of the Merger Agreement by a warrant holder) of (x) such Person or (y) one or more subsidiaries of such Person holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of such Person and its subsidiaries; (b) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any Person beneficially owning 15% or more of any class of equity or voting securities of (i) such Person or (ii) one or more subsidiaries of such Person holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of such Person and its subsidiaries; or (c) a merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving (i) such Person or (ii) one or more subsidiaries of such Person holding assets constituting, individually or in the aggregate, 15% or more of the consolidated assets of such Person and its subsidiaries.

“Additional Shares” means the Series X Additional Shares, the PIPE Additional Shares and the FPC Additional Shares, collectively.

“Adjournment Proposal” means the proposal to be considered at the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by CF V that more time is necessary or appropriate to approve one or more proposals at the Special Meeting.

“Adjustment Period” means the 30-calendar day period ending on (and including) the date that the registration statement registering the PubCo Class A Ordinary Shares to be issued to the PIPE Investors pursuant to the PIPE Subscription Agreements is declared effective.

“Adjustment Period VWAP” means the volume weighted average price of a PubCo Class A Ordinary Share, as reported on the Trading Market, determined for the Trading Days that occur during the Adjustment Period (as reported on Bloomberg).

“Aggregate Base Shares” means the aggregate amount of PubCo Class A Ordinary Shares to be issued to (a) the PIPE Investors pursuant to the PIPE Subscription Agreements, (b) Sponsor pursuant to the Amended and Restated Forward Purchase Contract and (c) the holders of Company Series X Preference Shares in respect thereof in accordance with Section 2.2(g)(i) of the Merger Agreement.

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“Aggregate Exercise Price” means the sum of the exercise prices of all Company Options immediately prior to the Closing.

“Agreement End Date” means February 28, 2022.

“Ancillary Agreements” means, collectively, (i) the Shareholder Support Agreement, (ii) the Sponsor Support Agreement, (iii) the Lock-Up Agreements, (iv) the PIPE Subscription Agreements; (v) the Amended and Restated Forward Purchase Contract; (vi) the Series X Shareholder Agreement; and (vii) the PubCo Governing Documents.

“Applicable NPA Amount” means (i) with respect to Convertible Notes issued under the 2018 NPA, $200,000,000, (ii) with respect to Convertible Notes issued under the 2019 NPA, $220,000,000, and (iii) with respect to Convertible Notes issued under the 2020 NPA, $250,000,000.

“Assumed Options” means Company Options that will be assumed by PubCo upon consummation of the Business Combination and converted into options to purchase PubCo Class A Ordinary Shares.

“Available Cash” means the amount of cash available to CF V as of the Closing, including (i) the amount from the PIPE Investment and the Forward Purchase Amount to be funded into PubCo, plus the $20,332,300 amount funded into the Company in connection with the issuance of the Company Series X Preference Shares prior to entrance into the Merger Agreement, (ii) the amount of cash available in the Trust Account after deducting the amount required to satisfy the CF V Share Redemption Amount, and (iii) other amounts available to CF V as of the Closing.

“Business Combination” means the Mergers and the other Transactions to be consummated under the Merger Agreement.

“Business Combination Proposal” means the proposal to approve the adoption of the Merger Agreement and the Business Combination.

“BVI” means the British Virgin Islands.

“BVI Act” means the BVI Business Companies Act, 2004, as amended.

“Cantor” means Cantor Fitzgerald L.P., a Delaware limited partnership and an affiliate of the Sponsor, CF&Co. and, prior to the consummation of the Business Combination, CF V.

“CF&Co.” means Cantor Fitzgerald & Co., a New York general partnership.

“CF V” means CF Acquisition Corp. V, a Delaware corporation.

“CF V Board” means the board of directors of CF V.

“CF V Bylaws” means the bylaws of CF V in effect immediately prior to the CF V Merger Effective Time, as amended and/or restated from time to time.

“CF V Capital Stock” means, collectively, the CF V Common Stock and the preferred stock of CF V, par value $0.0001 per share.

“CF V Charter” means the Amended and Restated Certificate of Incorporation of CF V, dated January 28, 2021, as amended and/or restated from time to time.

“CF V Class A Common Stock” means Class A common stock of CF V, par value $0.0001 per share.

“CF V Class B Common Stock” means Class B common stock of CF V, par value $0.0001 per share.

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“CF V Common Stock” means, collectively, the CF V Class A Common Stock and the CF V Class B Common Stock.

“CF V Exchange Ratio” means the exchange of CF V Common Stock for PubCo Class A Ordinary Shares on a one-for-one basis.

“CF V Governing Documents” means, collectively, the CF V Charter and the CF V Bylaws.

“CF V Merger” means the merger of SPAC Merger Sub with and into CF V.

“CF V Merger Effective Time” means the date and time that the CF V Merger becomes effective in accordance with the Merger Agreement.

“CF V Placement Shares” means the shares of CF V Class A Common Stock underlying the CF V Placement Units.

“CF V Placement Units” means the CF V Units issued to the Sponsor in the CF V Private Placement.

“CF V Placement Warrants” means the CF V Warrants underlying the CF V Placement Units.

“CF V Private Placement” means the private placement that closed concurrently with the closing of the IPO pursuant to which CF V issued and sold to the Sponsor 600,000 CF V Placement Units as a price of $10.00 per CF V Placement Unit, generating gross proceeds of $6,000,000.

“CF V Public Shares” means the shares of CF V Class A Common Stock sold as part of the CF V Units in the IPO.

“CF V Public Warrants” means the CF V Warrants sold as part of the CF V Units in the IPO.

“CF V Share Redemption” means the election by an eligible (as determined in accordance with the CF V Governing Documents) holder of shares of CF V Common Stock to redeem all or a portion of the shares of CF V Common Stock held by such holder at a per-share price, payable in cash, equal to a pro rata share of the aggregate amount on deposit in the Trust Account (including any interest earned on the funds held in the Trust Account, but net of taxes payable and up to $100,000 to pay dissolution expenses) (as determined in accordance with the CF V Governing Documents) in connection with the Proposals.

“CF V Share Redemption Amount” means the aggregate amount payable from the Trust Account with respect to all CF V Share Redemptions.

“CF V Stockholder” means any holder of any shares of CF V Capital Stock.

“CF V Stockholders’ Approval” means the approval of the Proposals, in each case, by an affirmative vote of the holders of at least a majority of the outstanding shares of CF V Common Stock entitled to vote, who attend and vote thereupon (as determined in accordance with the CF V Governing Documents) at a CF V Stockholder Meeting duly called by the CF V Board and held for such purpose.

“CF V Transaction Expenses” means any out-of-pocket fees and expenses paid or payable by CF V or Sponsor (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the Transactions, including (A) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, (B) transfer taxes, and (C) filing fees paid to governmental authorities in connection with the Transactions in accordance with the Merger Agreement.

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“CF V Units” means units of CF V, each unit comprising one share of CF V Class A Common Stock and one-third of one CF V Warrant.

“CF V Warrant Agreement” means that certain Warrant Agreement, dated January 28, 2021, by and between CF V and Continental Stock Transfer & Trust Company, as the warrant agent.

“CF V Warrants” means warrants to purchase shares of CF V Class A Common Stock including the CF V Public Warrants and the CF V Placement Warrants.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date on which the Business Combination is consummated.

“Code” means the Internal Revenue Code of 1986, as amended.

“Columbia Loan” means the Loan and Security Agreement dated March 8, 2021, by and between Columbia River Investment Limited, a BVI company, and the Company.

“Company Articles” means the Amended and Restated Articles of Association of the Company dated April 23, 2021.

“Company Board” means the board of directors of the Company.

“Company Disclosure Letter” means the disclosure letter to the Company which forms part of the Merger Agreement.

“Company ESOP” means the Nettar Group Inc. 2015 Share Plan, as amended.

“Company Exchange Ratio” means the quotient obtained by dividing the Price per Company Share by $10.00 (ten dollars).

“Company Governing Documents” means, collectively, the Company Memorandum and the Company Articles.

“Company Memorandum” means the Amended and Restated Memorandum of Association of the Company dated April 23, 2021.

“Company Options” means any options granted or approved by the Company Board for grant but not yet granted, under the Company ESOP to purchase Company Ordinary Shares.

“Company Ordinary Shares” means the ordinary shares of the Company, par value $0.00001 per share, as defined in the Company Memorandum.

“Company Preference Shares” means, collectively, Company Series A Preference Shares, Company Series B Preference Shares, Company Series B-1 Preference Shares and Company Series X Preference Shares.

“Company Series A Preference Shares” means the series A preference shares of the Company, par value $0.00001 per share, as defined in the Company Memorandum.

“Company Series B Preference Shares” means the series B preference shares of the Company, par value $0.00001 per share, as defined in the Company Memorandum.

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“Company Series B-1 Preference Shares” means the series B-1 preference shares of the Company, par value $0.00001 per share, as defined in the Company Memorandum.

“Company Series X Preference Shares” means the series X preference shares of the Company, par value $0.00001 per share, as defined in the Company Memorandum.

“Company Shareholder” means any holder of any Company Shares.

“Company Shares” means, collectively, Company Ordinary Shares and Company Preference Shares.

“Company Transaction Expenses” means any out-of-pocket fees and expenses payable by any of the Nettar Companies or their respective affiliates (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the Transactions, including (i) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers; (ii) any change in control bonus, transaction bonus, retention bonus, termination or severance payment or payment relating to terminated options, warrants or other equity appreciation, phantom equity, profit participation or similar rights, in any case, to be made to any current or former employee, independent contractor, director or officer of any of the Nettar Companies at or after the Closing pursuant to any agreement to which any of the Nettar Companies is a party prior to the Closing which become payable (including if subject to continued employment) as a result of the execution of the Merger Agreement or the consummation of the Transactions; and (iii) filing fees paid to governmental authorities in connection with the Transactions in accordance with the Merger Agreement.

“Company Warrant” means the outstanding and unexercised warrant to purchase Company Shares pursuant to that certain Warrant to Purchase Shares, dated as of March 8, 2021, by and between the Company and Columbia River Investment Limited.

“Consent Solicitation Statement” means the consent solicitation statement with respect to the solicitation by the Company of the Company Written Consent.

“Convertible Notes” means the convertible notes the Company issued pursuant to the 2018 NPA, the 2019 NPA and 2020 NPA.

“Convertible Notes Conversion” means the conversion of the Convertible Notes into Company Preference Shares immediately prior to the Initial Merger Effective Time in accordance with the Merger Agreement, the Convertible Notes, the Stockholder Support Agreement and the Company Governing Documents.

“DGCL” means the General Corporation Law of the State of Delaware.

“Dissenting Company Shares” means Company Shares that are outstanding immediately prior to the Initial Merger Effective Time and that are held by Company Shareholders who have not voted in favor of the Initial Merger nor consented thereto in writing and who have given a notice of election to dissent pursuant to section 179 of the BVI Act and otherwise complied with all of the provisions of the BVI Act relevant to the exercise and perfection of dissenters’ rights.

“Effectiveness Date” means the date on which the registration statement registering the resale of the PIPE Shares issued pursuant to the PIPE Subscription Agreements is declared effective by the SEC.

“Eligible PIPE Investor” means any PIPE Investor who is not a beneficial or record owner of the Company’s equity or an affiliate of CF V prior to the Closing (including the Sponsor) and also excluding any PIPE Investor who elects to receive warrants pursuant to the Lock-Up Addendum.

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“Equity Incentive Plan” means the equity incentive plan that the Acquisition Entities agreed that, prior to the Closing Date, and subject to the approval of PubCo’s shareholders, the PubCo Board will approve and adopt in a form consistent with the form of equity plan customary for publicly traded companies, with an initial award pool of PubCo Class A Ordinary Shares equal to no more than ten percent (10%) of the PubCo Ordinary Shares outstanding as of immediately after the CF V Merger Effective Time (rounded up to the nearest whole share), without an “evergreen” provision, and with other terms to be mutually agreed between the Company and CF V.

“Escrow Agent” means PubCo’s transfer agent (or, if such Person shall not agree to serve as escrow agent, such other bank or trust company as shall be appointed by PubCo and reasonably satisfactory to PubCo and CF V).

“Forward Purchase Amount” means the aggregate amount of $10,000,000 for which Sponsor committed to purchase the Forward Purchase Securities at the Closing.

“Forward Purchase Securities” means 1,250,000 PubCo Class A Ordinary Shares and 333,333 PubCo Warrants.

“Founder Shares” means 6,250,000 shares of CF V Class B Common Stock owned by Sponsor and the independent directors of CF V (including any shares of CF V Class A Common Stock issued upon conversion of such shares of CF V Class B Common Stock and the PubCo Class A Ordinary Shares issued in exchange thereof pursuant to the CF V Merger).

“FPC Additional Shares” means the PubCo Class A Ordinary Shares the Sponsor will be entitled to receive if the Adjustment Period VWAP is less than $10.00 per PubCo Class A Ordinary Share. In the event the Adjustment Period VWAP is less than $8.00, the Adjustment Period VWAP for purposes of this calculation will be deemed to be $8.00.

“Fully-Diluted Company Shares” means the total number of issued and outstanding Company Ordinary Shares as of immediately prior to the Initial Merger Effective Time, determined on a fully-diluted basis (a) assuming exercise of all Company Options, (b) assuming exercise of the Company Warrant, (c) treating Company Preference Shares on an as-converted to Company Ordinary Shares basis (but excluding the Company Series X Preference Shares issued prior to the date of the Merger Agreement), and (d) assuming the conversion of all Convertible Notes on an as-converted to Company Ordinary Shares basis.

“GAAP” means accounting principles generally accepted in the United States of America.

“IFRS” means the International Financial Reporting Standards.

“Initial Merger” means the merger of the Company with and into Target Merger Sub.

“Initial Merger Effective Time” means the date and time that the Initial Merger becomes effective in accordance with the Merger Agreement.

“Insider Letter” means the letter agreement, dated as of January 28, 2021, as amended as of the date of the Merger Agreement, by and among CF V, Sponsor and certain Insiders, pursuant to which Sponsor and the Insiders agreed to certain voting requirements, transfer restrictions and waiver of redemption rights with respect to the CF V securities (and as of the Closing, PubCo securities) owned by them.

“Insiders” means the officers and directors of CF V.

“IPO” means CF V’s initial public offering of CF V Units, consummated on February 2, 2021.

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“Key Company Shareholders” means certain holders of Company Ordinary Shares, Company Preference Shares and/or Convertible Notes specified in the Company Disclosure Letter.

“Lock-Up Addendum” means the addendum to the PIPE Subscription Agreement which, if executed by a PIPE Investor, (i) subjects the PIPE Investor to a lock-up period of two years from the Closing with respect to the PubCo Class A Ordinary Shares held by such PIPE Investor and subjected to such lock-up and (ii) entitles the PIPE Investor to be issued that number of PIPE Warrants equal to the number of PIPE Shares subjected to such lock-up.

“Lock-Up Agreements” means the separate lock-up agreements entered into concurrently with the execution of the Merger Agreement among CF V, PubCo and a number of Company Shareholders and holders of Convertible Notes, pursuant to which the PubCo Ordinary Shares received by such Company Shareholders and holders of Convertible Notes will be locked-up and subject to transfer restrictions for a period of time following the Closing.

“Lock-Up Company Securityholder” means a Company Shareholder and/or holder of Convertible Notes that is subject to a Lock-Up Agreement upon the Closing.

“Lock-Up PIPE Investor” means the PIPE Investor that elected to be subject to the Lock-Up Addendum upon the Closing.

“Lock-Up Securities” means the PubCo Ordinary Shares and/or Assumed Options to be received by a Lock-Up Company Securityholder that are subject to the Lock-Up Agreement upon consummation of the Business Combination, including any PubCo Ordinary Shares underlying the Assumed Options held by such Lock-Up Company Securityholder, and further including any other securities held by such Lock-Up Company Securityholder immediately following the Business Combination which are convertible into, or exercisable, or exchangeable for, PubCo Ordinary Shares (together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, but not including any shares issued in connection with the PIPE Subscription Agreements or shares issued in connection with the conversion of Series X Preference Shares).

“Merger Consideration” means the sum of (a) $721,705,487 minus (b) the amount of interest accrued under the Columbia Loan from July 2, 2021 until the Closing Date, minus (c) the amount of cumulative dividends accrued in accordance with the Company Articles on the Company Series X Preference Shares from July 2, 2021 until the Closing Date, plus (d) the Aggregate Exercise Price.

“Merger Consideration Shares” means the PubCo Class B Ordinary Shares (in the case of the Company’s Chief Executive Officer) or PubCo Class A Ordinary Shares (in all other cases) that is equal to the Company Exchange Ratio and as calculated in accordance with the Merger Agreement issued in exchange for each Company Ordinary Share and Company Preference Share that is issued and outstanding immediately prior to the Initial Merger Effective Time (other than (i) any Company Series X Preference Shares the holder of which has elected to exercise its redemption rights, (ii) any treasury shares or share held by the Company or any of its affiliates, and (iii) any Dissenting Company Shares).

“Minimum Cash Amount” means an amount of Available Cash equal to $225,000,000, without regard to any loans made by the Sponsor or its affiliates to CF V and any CF V Transaction Expenses to be reimbursed or paid in accordance with the Merger Agreement.

“Nasdaq” means The Nasdaq Stock Market LLC.

“NDA” means the letter agreement, dated as of January 29, 2021, between CF V and the Company.

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“Nettar Companies” means, collectively, the Company and its subsidiaries (but not, for the avoidance of doubt, PubCo).

“NYSE” means The New York Stock Exchange.

“Payment Spreadsheet” means a spreadsheet that shall be delivered by the Company to CF V pursuant to Section 2.1(c) of the Merger Agreement at least two (2) Business Days prior to the Closing, which shall set forth, (a) the portion of the Merger Consideration Shares payable to the Company Shareholders (including the allocation of PubCo Class A Ordinary Shares and PubCo Class B Ordinary Shares, as applicable) and (y) the Assumed Options, in each case, in accordance with the terms of the Merger Agreement and the Company Governing Documents.

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, trust, estate, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind.

“PIPE Additional Shares” means the PubCo Class A Ordinary Shares each PIPE Investor will be entitled to receive if the Adjustment Period VWAP is less than $10.00 per PubCo Class A Ordinary Share. In the event the Adjustment Period VWAP is less than $8.00, the Adjustment Period VWAP for purposes of this calculation will be deemed to be $8.00.

“PIPE Investment Amount” means $69,667,700.

“PIPE Investment” means the sale of PubCo Class A Ordinary Shares pursuant to PIPE Subscription Agreements in a private placement to occur concurrently with the Business Combination.

“PIPE Investors” means investors that subscribed for PubCo Class A Ordinary Shares in the PIPE Investment.

“PIPE Shares” means such number of PubCo Class A Ordinary Shares which a PIPE Investor agreed to purchase from PubCo as set forth in such PIPE Investor’s PIPE Subscription Agreement.

“PIPE Subscription Agreements” mean the Subscription Agreements, dated as of July 5, 2021, by and among CF V, PubCo and the PIPE Investors.

“PIPE Warrants” means the warrants to acquire 2,500,000 PubCo Class A Ordinary Shares at a purchase price of $20.00 per share to be issued pursuant to the Lock-Up Addendum, which number of warrants is equal to the 2,500,000 PIPE Shares that the Lock-Up PIPE Investor elected to subject to lock-up pursuant to the Lock-Up Addendum.

“Price per Company Share” means the quotient, expressed as a dollar number, obtained by dividing the Merger Consideration by the Fully-Diluted Company Shares.

“Proposals” means the Business Combination Proposal and the Adjournment Proposal.

“PubCo Board” means the board of directors of PubCo.

“PubCo Class A Ordinary Shares” means the class A ordinary shares of PubCo, par value $0.0001 per share.

“PubCo Class B Ordinary Shares” means the class B ordinary shares of PubCo, par value $0.0001 per share.

“PubCo Governing Documents” means the Amended and Restated Memorandum of Association and Articles of Association of PubCo.

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“PubCo Ordinary Shares” means, collectively, the PubCo Class A Ordinary Shares and the PubCo Class B Ordinary Shares.

“PubCo Public Warrants” means PubCo Warrants other than those that were exchanged for CF V Private Warrants or PIPE Warrants.

“PubCo Warrants” means warrants to purchase PubCo Class A Ordinary Shares.

“Record Date” means                 , 2021, the record date for the Special Meeting.

“Regulatory Approvals” means any necessary or advisable regulatory approvals, Actions, nonactions or waivers in order to complete lawfully the Transactions.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Series X Additional Shares” means the PubCo Class A Ordinary Shares each Company Series X Shareholder will be entitled to receive if the Adjustment Period VWAP is less than $10.00 per PubCo Class A Ordinary Share. In the event the Adjustment Period VWAP is less than $8.00, the Adjustment Period VWAP for purposes of this calculation will be deemed to be $8.00.

“Special Meeting” means the special meeting of the CF V Stockholders, to be held on                 , 2021 at                  Eastern Time, as a virtual meeting. The meeting will be held virtually over the internet by means of a live audio webcast. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at                 .

“Sponsor” means CFAC Holdings V, LLC, a Delaware limited liability company.

“Sponsor Related Parties” means the Sponsor as the initial stockholder of CF V Class B Common Stock, and any permitted transferees (including the independent directors of CF V).

“Surviving Corporation” means, with respect to the periods from and after the Initial Merger Effective Time, the Company, the surviving corporation of the Initial Merger.

“Trading Day” means any day on which the Trading Market is open for trading.

“Trading Market” means the national stock exchange on which the PubCo Class A Ordinary Shares are listed for trading, which shall be either the NYSE or Nasdaq.

“Transactions” means, collectively, the Mergers, the Convertible Notes Conversion and each of the other transactions contemplated by the Merger Agreement or any of the Ancillary Agreements.

“Trust Account” means the Trust Account of CF V for the benefit of CF V’s public stockholders.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of January 28, 2021, between CF V and the Trustee.

“Trustee” means the Continental Stock Transfer & Trust Company, as trustee pursuant to the Trust Agreement.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial of CF V and the Company. These statements are based on the beliefs and assumptions of the management of CF V and the Company. Although CF V and the Company believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither CF V nor the Company can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus include, but are not limited to, statements about:

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These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that CF V or the Company “believes” and similar statements reflect such parties’ beliefs and opinions on the relevant subject. These statements are based upon information available to such party as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that either CF V or the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause CF V’s actual results to differ include:

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting of CF V Stockholders. The following questions and answers do not include all the information that is important to CF V Stockholders. We urge the CF V Stockholders to carefully read this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

As a result of the Mergers, (i) all outstanding shares of capital stock of the Company will be automatically cancelled in exchange for the right to receive the Merger Consideration Shares determined by reference to the Company Exchange Ratio calculated in accordance with the Merger Agreement, which as of June 30, 2021 was 3.35760, (ii) all outstanding options to purchase capital stock of the Company will be converted into Assumed Options, with the number of shares and price per share thereunder adjusted at the Closing based on the Company Exchange Ratio, (iii) the Company Warrant, if outstanding immediately prior to the Initial Merger Effective Time, will be converted into a PubCo Warrant, with the number of shares and price per share thereunder adjusted at the Closing based on the Company Exchange Ratio and calculated in accordance with the terms and conditions of the Company Warrant, (iv) each outstanding CF V Unit will be automatically detached and the holder thereof will be deemed to hold one share of CF V Class A Common Stock and one-third of one CF V Warrant, (v) each outstanding share of CF V Class B Common Stock will automatically convert into one share of CF V Class A Common Stock, (vi) each outstanding share of CF V Class A Common Stock will be cancelled in exchange for the right to receive PubCo Class A Ordinary Shares on a one-for-one basis, and (vii) each outstanding CF V Warrant will be converted into PubCo Warrants, with the number of shares and price per share thereunder adjusted at the Closing based on the CF V Exchange Ratio and calculated in accordance with the terms and conditions of the CF Warrant Agreement.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting, along with important information about PubCo and the business of PubCo and its subsidiaries following consummation of the Business Combination. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

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CF V shall hold the Special Meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. Stockholders should read it carefully.

The vote of stockholders is important. Stockholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement/prospectus.

The Sponsor has agreed to invest up to an aggregate of approximately $23.2 million in the PIPE Investment on the same terms as the PIPE Investors. Contemporaneously with the execution of the Merger Agreement, the Sponsor entered into the Amended and Restated Forward Purchase Contract pursuant to which the Sponsor will invest an additional $10.0 million for the Forward Purchase Securities, which (assuming a $10.00 share price and a $1.50 warrant price), would represent a discount of approximately 23% to the price being paid by the PIPE Investors for the PIPE Shares being issued. No other director, officer or affiliate of CF V will participate in the PIPE Investment.

With respect to the Company’s existing outstanding securities:

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Prior to the Initial Merger Effective Time and in connection with the consummation of the Business Combination, the Company is required to take all appropriate actions to cause all Convertible Notes to automatically convert into a number of Company Preference Shares prior to Initial Merger Effective Time in accordance with the section titled “—Convertible Notes Conversion” below. As of the date hereof, of the $56,587,000 Convertible Notes current principal amount outstanding, holders of $33,587,000 in Convertible Notes have agreed to convert their Convertible Notes at Closing.

The following table sets forth the anticipated ownership of PubCo upon completion of the Business Combination assuming a share price of $8.00 per share, $10.00 per share and $20.00 per share, in each case assuming no redemptions, 50% of maximum redemptions, and maximum redemptions. The ownership percentages reflected in the table are based upon the number of Company Shares and shares of CF V Common Stock issued and outstanding as of June 30, 2021 (and assumes a June 30, 2021 Closing Date), and are subject to the following additional assumptions:

For purposes of the table:

No Redemptions: This scenario assumes that no CF V Stockholders exercise redemption rights in connection with the approval of the Business Combination with respect to their CF V Public Shares.

50% of Maximum Redemptions: This scenario assumes that CF V Stockholders exercise redemption rights with respect to approximately 6,250,000 CF V Public Shares (25% of the issued, outstanding and unredeemed CF V Public Shares) in connection with the approval of the Business Combination, at a price of $10.00 per share.

Maximum Redemptions: This scenario assumes that CF V Stockholders exercise redemption rights with respect to 12,500,000 CF V Public Shares (50% of the issued, outstanding and unredeemed CF V Public Shares) in connection with the approval of the Business Combination, at a price of $10.00 per share. This maximum redemption scenario reflects the maximum number of shares of CF V Class A Common Stock that may be redeemed and still allow CF V to meet the Minimum Cash Amount. Assuming this maximum redemption scenario and a price of $10.00 per CF V Public Share, PubCo is expected to have a public float of approximately $125.0 million.

$8.00 per share: This scenario assumes that the maximum number of Additional Shares are issued to the PIPE Investors, the Sponsor and the Company Series X Shareholders, and accordingly that an equal number of PubCo Ordinary Shares are forfeited by the Sponsor, the Company Shareholders and the holders of the Convertible Notes.

$10.00 per share: This scenario assumes no issuance of Additional Shares and no related forfeiture of PubCo Ordinary Shares by the Sponsor, the Company Shareholders and the holders of the Convertible Notes. To the extent the maximum number of Additional Shares are issued to the PIPE Investors, the Sponsor and the Company Series X Shareholders and the closing price of PubCo Class A Ordinary Shares has not yet equaled or exceeded $15.00 for any 20 Trading Days out of 30 Trading Days during the relevant period, the anticipated ownership will be as reflected in the table at $8.00 per share. In the event that any Additional Shares are issued to the PIPE Investors, the Sponsor and the Company Series X Shareholders, a corresponding number of PubCo Ordinary Shares are forfeited by the Sponsor, the Company Shareholders

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and the holders of Convertible Notes and the closing price of PubCo Ordinary Shares has not yet equaled or exceeded $15.00 for any 20 Trading Days out of 30 Trading Days during the relevant period, the aggregate number of shares outstanding and the percentage ownership of CF V Public Shares will be the same as set forth in the table below at both $8.00 and $10.00 per share, but the percentage ownership of the remaining categories of shareholders will adjust.

$20.00 per share: This scenario assumes that (1) the maximum number of Additional Shares are issued to the PIPE Investors, the Sponsor and the Company Series X Shareholders and that the corresponding number of PubCo Ordinary Shares that were forfeited by the Sponsor, the Company Shareholders and the holders of the Convertible Notes as a result of the issuance of such Additional Shares were earned back and re-issued to the Sponsor, the Company Shareholders and the holders of the Convertible Notes as a result of the closing price of PubCo Ordinary Shares equaling or exceeding $15.00 for any 20 Trading Days out of 30 Trading Days during the 5 year period after Closing and (2) the Sponsor Earn-Out Shares are earned by the Sponsor.

If any of these assumptions are not correct, these percentages will be different.

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For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination Proposal—The Merger Agreement.”

During April and May 2021, the Company issued Company Series X Preference Shares in a private placement to certain investors in exchange for an aggregate purchase price of $20,332,300. Contemporaneously with the execution of the Merger Agreement, CF V, PubCo, the Company and the Company Series X Shareholders entered into the Series X Shareholder Agreement, pursuant to which, among other things, the Company Series X Shareholders agreed to, subject to the occurrence of the Closing, waive any rights they may have to require the Company to redeem any of their Company Series X Preference Shares and to allow such shares to convert into PubCo Class A Ordinary Shares in connection with the Closing.

The proceeds from the Trust Account (net of any amounts used to fund redemptions), sale of the Company Series X Preference Shares, the PIPE Investment and the Forward Purchase will be used to pay any loans owed by CF V to the Sponsor, for any unpaid transaction or administrative expenses of CF V and the Company, and any remainder will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions. In addition, CF V, PubCo and the Company may seek to arrange for additional third-party financing which may be in the form of debt (including bank debt or convertible notes) or equity, the proceeds of which would be used for a variety of purposes.

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The Sponsor and our directors and officers have agreed to vote their shares in favor of the Business Combination Proposal. As a result, we would need only 9,075,001, or approximately 36.3%, of the 25,000,000 CF V Public Shares, to be voted in favor of the Business Combination in order to have the Business Combination approved.

The approval of the Adjournment Proposal requires the affirmative vote of a majority of votes cast by holders of CF V Common Stock present and entitled to vote at the Special Meeting.

As a result, we would need only 9,075,001 or approximately 36.3%, of the 25,000,000 CF V Public Shares, to be voted in favor of the Business Combination in order to have the Business Combination approved.

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The existence of the interests described above may result in a conflict of interest on the part of CF V’s officers and directors in entering into the Merger Agreement and making their recommendation that you vote in favor of the approval of the Business Combination. In particular, the existence of the interests described above may incentivize CF V’s officers and directors to complete an initial business combination, even if on terms less favorable to CF V’s stockholders compared to liquidating CF V, because, among other things, if CF V is liquidated without completing an initial business combination, the Sponsor’s Founder Shares and CF V Placement Units would be worthless (which, if unrestricted and freely tradable, would be worth an aggregate of approximately $67.5 million based on the closing price of CF V Class A Common Stock and CF V Units on September 16, 2021), out-of-pocket expenses advanced by the Sponsor and loans made by the Sponsor to CF V would not be repaid to the extent such amounts exceed cash held by CF V outside of the Trust Account (which such expenses and loans, as of August 31, 2021, amounted to $1,133,973), and CF&Co. would not receive business combination marketing fees, M&A advisory fees and placement agent fees amounting to $15.95 million, in the aggregate.

The CF V Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination including, but not limited to: macroeconomic risks generally and in the small satellite earth observation industry, risks that the Company’s business plan and projections may not be achieved, risks relating to the Company’s total addressable market, risks related to the terms of the PIPE Investment, and risks related to CF V’s valuation of the Company’s business and in particular, the lack of a fairness opinion. See the sections titled “The Business Combination Proposal—The CF V Board’s Reasons for the Approval of the Business Combination.”

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Following the Business Combination, PubCo may redeem the PubCo Warrants, other than the PubCo Warrants that were exchanged for CF V Private Warrants or PIPE Warrants (the “PubCo Public Warrants”), prior to their exercise at a time that is disadvantageous to the holder, thereby significantly impairing the value of such warrants. PubCo will have the ability to redeem outstanding PubCo Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the PubCo Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 Trading Days within a 30 trading day period ending on the third Trading Day prior to the date on which a notice of redemption is sent to the Warrantholders. PubCo will not redeem the warrants as described above unless a registration statement under the Securities Act covering the PubCo Class A Ordinary Shares issuable upon exercise of such warrants is effective and a current prospectus relating to those PubCo Class A Ordinary Shares is available throughout the 30-day redemption period. If and when the PubCo Warrants become redeemable by PubCo, if PubCo has elected to require the exercise of PubCo Warrants on a cashless basis, PubCo will not redeem the warrants as described above if the issuance of PubCo Class A Ordinary Shares upon exercise of PubCo Warrants is not exempt from registration or qualification under applicable state securities laws or PubCo is unable to effect such registration or qualification. Redemption of the outstanding PubCo Warrants could force you (i) to exercise your PubCo Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your PubCo Warrants at the then-current market price when you might otherwise wish to hold your PubCo Warrants, or (iii) to accept the nominal redemption price which, at the time the outstanding PubCo Warrants are called for redemption, is likely to be substantially less than the market value of your PubCo Warrants.

PubCo may only call the PubCo Warrants for redemption upon a minimum of 30 days’ prior written notice of redemption to each registered holder pursuant to the terms of the CF V Warrant Agreement (as assumed by PubCo at Closing), provided that holders will be able to exercise their PubCo Warrants prior to the time of redemption and, at PubCo’s election, any such exercise may be required to be on a cashless basis.

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Continental Stock Transfer & Trust Company

One State Street Plaza, 30^th Floor

New York, New York 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

Please also affirmatively certify in your request to Continental Stock Transfer & Trust Company for redemption if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of CF V Class A Common Stock. A holder of the CF V Public Shares, together with any of its affiliates any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to an aggregate of 15% or more of the CF V Public Shares, which we refer to as the “15% threshold.” Accordingly, all CF V Public Shares in excess of the 15% threshold beneficially owned by a CF V public stockholder or group will not be redeemed for cash. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is CF V’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, CF V does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with CF V’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to CF V’s transfer agent and decide within the

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required timeframe not to exercise your redemption rights, you may request that CF V’s transfer agent return the shares (physically or electronically). You may make such request by contacting CF V’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

If you hold CF V Units registered in your own name, you must deliver the certificate for such CF V Units to Continental Stock Transfer & Trust Company, CF V’s transfer agent, with written instructions to separate such CF V Units into CF V Public Shares and CF V Public Warrants. This must be completed far enough in advance to permit the mailing of the CF V Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the CF V Public Shares from the CF V Units. See “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your CF V Units, you must instruct such nominee to separate your CF V Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, CF V’s transfer agent. Such written instructions must include the number of CF V Units to be split and the nominee holding such CF V Units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant CF V Units and a deposit of an equal number of CF V Public Shares and CF V Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the CF V Public Shares from the CF V Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your CF V Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

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If, as a result of the termination of the Merger Agreement or otherwise, CF V is unable to complete the Business Combination or another initial business combination transaction by February 2, 2023 (or a later date approved by CF V Stockholders pursuant to the CF V Charter), the CF V Charter provides that CF V will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, subject to lawfully available funds therefor, redeem 100% of the CF V Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to it to pay taxes payable and up to $100,000 for dissolution expenses, by (B) the total number of then outstanding CF V Public Shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholders and the CF V Board in accordance with applicable law, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

CF V expects that the amount of any distribution its public stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to CF V’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Holders of Founders Shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to outstanding CF V Warrants. Accordingly, the CF V Warrants will expire worthless.

The Closing is expected to take place on (a) the third business day following the satisfaction or waiver of the conditions described below under the section titled “The Business Combination Proposal—Conditions to the Closing” (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof) or (b) such other date as agreed to by the parties to the Merger Agreement in writing, in each case, subject to the satisfaction or waiver of the Closing conditions. The Merger Agreement may be terminated by CF V and/or the Company upon the occurrence of certain events. For a description of

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the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal.”

CF V and PubCo have agreed pursuant to the Merger Agreement to report the CF V Merger as a reorganization under Section 368 of the Code. If the CF V Merger is treated as a reorganization under Section 368 of the Code, a U.S. holder of CF V Public Warrants that are converted to PubCo Warrants likely would not recognize gain or loss. However, the qualification of the CF V Merger as a reorganization under Section 368 of the Code is uncertain. If the CF V Merger is not treated as a reorganization under Section 368 of the Code, a U.S. holder that solely owns CF V Public Warrants generally will be required to recognize gain or loss upon the conversion of those CF V Public Warrants to PubCo Warrants and a U.S. holder that owns CF V Public Warrants and CF V Class A Common Stock generally will be required to recognize gain (but may not be permitted to recognize loss) upon receipt of PubCo Warrants.

Section 367(a) of the Code and the Treasury regulations promulgated thereunder, in certain circumstances, may impose additional requirements for certain U.S. holders to qualify for tax-deferred treatment with respect to the exchange of CF V Class A Common Stock and/or the conversion of the CF V Public Warrants. If those additional requirements are not met, it could result in holders recognizing a greater amount of gain for U.S. federal income tax purposes than they would have recognized if the CF V Merger and related transactions had not qualified for non-recognition of gain or loss or Section 367(a) of the Code had not applied.

For a more complete discussion of the U.S. federal income tax considerations of the Business Combination, see “Material Tax Considerations—U.S. Federal Income Tax Considerations—Material U.S. Federal Income Tax Consequences of the Business Combination” and “Risk Factors—Risks Related to U.S. Federal Income Taxation.”

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CF Acquisition Corp. V

110 East 59^th Street

New York, New York 10022

Tel: (212) 938-5000

E-mail: CFV@cantor.com

You may also contact our proxy solicitor at:

Morrow Sodali LLC

Tel: (800) 662-5200 or (203) 658-9400 (banks and brokers)

Email:

To obtain timely delivery, CF V Stockholders must request the materials no later than                 , 2021.

You may also obtain additional information about CF V from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you intend to seek redemption of your CF V Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to CF V’s transfer agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

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