View:
United States securities and exchange commission logo
March 28, 2022
Emiliano Kargieman
Chief Executive Officer
Satellogic Inc.
Ruta 8 Km 17,500, Edificio 300
Oficina 324 Zonam rica
Montevideo, 91600, Uruguay
Re: Satellogic Inc.
Registration
Statement on Form F-1
Filed February 14,
2022
File No. 333-262699
Dear Mr. Kargieman:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
General
1. Revise your prospectus
to disclose the price that each selling securityholder paid for the
securities being
registered for resale. Highlight any differences in the current trading
price, the prices that
the Sponsor, private placement investors, PIPE investors, and other
selling securityholders
acquired their shares and warrants, and the price that the public
securityholders
acquired their shares and warrants. Disclose that while the Sponsor,
private placement
investors, PIPE investors, and other selling securityholders may
experience a positive
rate of return based on the current trading price, the public
securityholders may not
experience a similar rate of return on the securities they
purchased due to
differences in the purchase prices and the current trading price. Please
Emiliano Kargieman
FirstName LastNameEmiliano Kargieman
Satellogic Inc.
Comapany
March NameSatellogic Inc.
28, 2022
March2 28, 2022 Page 2
Page
FirstName LastName
also disclose the potential profit the selling securityholders will
earn based on the current
trading price. Lastly, please include appropriate risk factor
disclosure.
2. Please revise to update your disclosures throughout the filing and
address areas that
appear to need updating or that present inconsistencies. Non-exclusive
examples of areas
where disclosure should be updated are as follows:
You refer to the company's "financial projections," for
instance on pages 11 and 25,
but we could not find these financial projections in the
prospectus.
You state on page 52 that you "expect" key personnel to remain
with the company,
but it is possible you will lose some key personnel. These and
similar statements
should be updated since the business combination was completed
several months ago.
Your description of Hannover's right to appeal the ruling
regarding dissenters rights
should be updated since the deadline of March 4, 2022, has now
passed.
Cover Page
3. For each of the securities being registered for resale, disclose the
price that the selling
securityholders paid for such securities.
4. Disclose the exercise prices of the warrants compared to the market
price of the
underlying security. If the warrants are out the money, please
disclose the likelihood that
warrant holders will not exercise their warrants. Provide similar
disclosure in the
prospectus summary, risk factors, MD&A, and use of proceeds section
and disclose that
cash proceeds associated with the exercises of the warrants are
dependent on the stock
price. As applicable, describe the impact on your liquidity and update
the discussion on
the ability of your company to fund your operations on a prospective
basis with your
current cash on hand.
5. We note the significant number of redemptions of CF V Class A common
stock in
connection with your business combination and that the shares being
registered for resale
will constitute a considerable percentage of your public float. We
also note that all or
most of the shares being registered for resale were purchased by the
selling security-
holders for prices considerably below the current market price of your
Class A ordinary
shares. Highlight the significant negative impact sales of shares on
this registration
statement could have on the public trading price of the Class A
ordinary shares.
Risk Factors, page 22
6. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the
public trading price of the
Class A ordinary shares. To illustrate this risk, disclose the
purchase price of the
securities being registered for resale and the percentage that these
shares currently
represent of the total number of shares outstanding. Also disclose
that even though the
Emiliano Kargieman
FirstName LastNameEmiliano Kargieman
Satellogic Inc.
Comapany
March NameSatellogic Inc.
28, 2022
March3 28, 2022 Page 3
Page
FirstName LastName
current trading price is at or below the SPAC IPO price, the private
investors have an
incentive to sell because they will still profit on sales because of
the lower price that they
purchased their shares than the public investors.
Company Overview, page 88
7. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the Class A
ordinary shares, expand your discussion of capital resources to
address any changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
8. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s shares. Your discussion
should highlight the
fact that Liberty Strategic Capital Holdings, LLC, a beneficial owner
of over 40% of your
outstanding shares, will be able to sell all of its shares for so long
as the registration
statement of which this prospectus forms a part is available for use.
9. Please disclose whether your forward purchase or other agreements
provide certain
investors with the right to sell back shares to the company at a fixed
price for a given
period after the closing date of the business combination. If so,
please revise to discuss
the risks that these agreements may pose to other holders if you are
required to buy back
the shares of your common stock as described therein. For example,
discuss how such
forced purchases would impact the cash you have available for other
purposes and to
execute your business strategy.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
88
10. We note that the projected revenues for 2021 were $7 million, as set
forth in the unaudited
prospective financial information management prepared and provided to
CF V in
connection with the evaluation of the business combination. If your
actual revenues for
the year ended December 31, 2021, miss this projection, then please
update your
disclosure in Liquidity and Capital Resources, and elsewhere, to
provide updated
information about the company s financial position and further risks
to the business
operations and liquidity in light of these circumstances.
Exhibits
11. Please request counsel to revise paragraph 3.2 of the legal opinion so
as to opine
separately on shares that are currently outstanding and shares that
will be issued upon
conversion or exercise of other securities. Please also request
counsel to revise paragraph
3.3 to reflect that the warrant documents have been executed.
Emiliano Kargieman
Satellogic Inc.
March 28, 2022
Page 4
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Jennifer Angelini at 202-551-3047 or Jay Ingram at
202-551-3397 with
any questions.
Sincerely,
FirstName LastNameEmiliano Kargieman
Division of
Corporation Finance
Comapany NameSatellogic Inc.
Office of
Manufacturing
March 28, 2022 Page 4
cc: Flora P rez
FirstName LastName