UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 68, 2021

CF ACQUISITION CORP. V (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Delaware		001-39953		85-1030340
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

110 East 59^th Street, New York, NY 10022

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 938-5000

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-third of one Redeemable Warrant	CFFVU	The Nasdaq Stock Market LLC
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant	CFFVU	The Nasdaq Capital Market
Class A common stock, par value $0.0001 per share	CFV	The Nasdaq ~~Stock~~Capital Market ~~LLC~~
Redeemable warrants, each whole Warrant exercisable for one share of Class A common stock at an exercise price of $11.50	CFFVW	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	CFFVW	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 45.0207. ~~Non-Reliance~~Submission onof ~~Previously~~Matters ~~Issued~~to ~~Financial Statements or~~ a ~~Related~~Vote ~~Audit~~of ~~Report~~Security ~~or Completed Interim Review.~~Holders

On December 8, 2021, CF Acquisition Corp. V, a Delaware corporation (~~the~~ “~~Company~~CF V”), ~~was~~convened ~~formed~~its ~~for~~special ~~the~~meeting ~~purpose~~ of ~~effecting~~shareholders a(the ~~merger,~~“Special ~~capital stock exchange,~~Meeting”) ~~asset~~being ~~acquisition,~~held ~~stock~~in ~~purchase,~~connection ~~reorganization~~with orthe ~~similar~~proposed business combination with ~~one~~Nettar orGroup ~~more~~Inc. ~~businesses~~ (~~the~~d/b/a ~~“Business Combination”~~Satellogic)~~. The~~ ~~amended and restated certificate of incorporation of the Company~~ (the “~~Charter~~Company”) and ~~provides that, prior to~~ the ~~consummation of~~other ~~the~~transactions ~~Business~~contemplated ~~Combination,~~by the ~~Company~~Agreement ~~shall~~and ~~provide~~Plan ~~all holders~~ of ~~shares~~Merger ofdated ~~Class~~July ~~A common stock~~6, ~~par~~2021 ~~value $0.0001 per share, of the Company~~ (~~“Class A common stock”) included~~ as ~~part~~amended, ofsupplemented ~~the~~or ~~units sold in the Company’s initial public offering (the~~otherwise ~~“Public~~modified ~~Shares”)~~from ~~with~~time ~~the opportunity~~ to ~~have their Public Shares redeemed upon the consummation of the Business Combination pursuant to~~time, ~~and subject to~~ the ~~limitations~~“Merger ofAgreement”), ~~the~~as ~~terms~~further ofdescribed ~~the Charter; provided, however, that the Company shall not redeem or repurchase Public Shares to the extent that such redemption would result~~ in ~~failure of~~ the ~~Company,~~definitive orproxy ~~any~~statement ~~entity that succeeds the Company as a~~filed ~~public~~by ~~company,~~CF toV ~~have net tangible assets (as determined in accordance~~ with ~~Rule 3a51-1(g)(1) of~~ the Securities and Exchange ~~Act~~Commission ~~of 1934, as amended,~~ (orthe ~~any successor rule~~“SEC”) ofon atNovember ~~least $5~~12,~~000,0001~~ or2021 ~~any greater net tangible asset or cash requirement which may be contained in~~ (the ~~agreement~~“Proxy ~~relating to the Business Combination~~Statement”).

InPresent ~~accordance with~~at ~~Financial~~the ~~Accounting~~Special ~~Standards~~Meeting ~~Board~~were ~~(“FASB”)~~holders ~~Accounting~~of ~~Standards Codification (“ASC”) 480~~24, ~~Distinguishing~~851,604 ~~Liabilities~~shares ~~from Equity (“ASC 480”), redemption provisions not solely within the control~~ of ~~the~~CF ~~Company~~V ~~require~~ common ~~stock~~ ~~subject to redemption to be classified outside of permanent equity. In the Company’s (i) audited balance sheet as of February 2~~stock, ~~2021~~par ~~included~~value ~~in the Company’s Current Report on Form 8-K filed with the U~~$0.S.0001 ~~Securities~~per ~~and~~share ~~Exchange Commission~~ (the “~~SEC~~Common Stock”), onin ~~February~~person 8,or ~~2021~~by proxy, ~~(ii)~~representing ~~unaudited~~approximately ~~financial~~78.0% ~~statements as~~ of ~~March 31, 2021 and for~~ the ~~three~~voting ~~months~~power ~~ended~~of ~~March 31, 2021 included in~~ the ~~Company’s~~Common ~~Quarterly~~Stock ~~Report~~as onof ~~Form~~November ~~10-Q filed with the SEC on May 17~~1, 2021, ~~and~~the ~~(iii)~~record ~~unaudited financial statements as of June~~date ~~30, 2021 and~~ for the ~~six~~Special ~~months~~Meeting ~~ended June 30, 2021 included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2021~~ (~~collectively,~~ the “~~Financial~~Record ~~Statements~~Date”), ~~the~~and ~~Company~~constituting ~~classified~~ a ~~portion~~quorum of for the ~~Public~~transaction ~~Shares~~of ~~in permanent equity, or total stockholder’s (deficit) equity~~business. ~~Although~~As ~~the~~of ~~Company did not specify a maximum redemption threshold,~~ the ~~Charter provision~~Record ~~described above does not permit the Company to redeem Public Shares in an amount that would cause its net tangible assets to be less than $5~~Date,~~000,001.~~ ~~Management~~there ~~has~~were ~~now determined~~31, ~~after consultation with its advisors~~850,000 ~~that~~shares ~~the Public Shares can be redeemed or become redeemable subject to the occurrence~~ of ~~future~~Common ~~events~~Stock ~~considered~~issued ~~to be outside the Company’s control. Accordingly, the Company’s management has concluded that the Company should present all Public Shares as temporary equity~~ and ~~recognize accretion from the initial book value to redemption value at the time of the Company’s initial public offering and in accordance with ASC 480~~outstanding.

OnThe ~~December~~sole 6,proposal ~~2021,~~that ~~the~~was ~~Audit Committee~~presented ofat the ~~Board~~Special Meeting ofwas ~~Directors of~~ the ~~Company (the~~ “~~Audit~~The ~~Committee”)~~Adjournment ~~concluded~~Proposal”, ~~after~~which ~~discussion~~is ~~with~~a ~~the~~proposal ~~Company’s management,~~allowing ~~that~~ the ~~Financial~~CF ~~Statements~~V ~~should~~board noof ~~longer~~directors beto ~~relied~~adjourn ~~upon~~the Special ~~due~~Meeting to ~~changes~~a ~~required~~later todate ~~reclassify~~or ~~all~~dates, ofif ~~the~~necessary ~~Company’s Public~~or ~~Shares~~appropriate, into ~~temporary~~permit ~~equity.~~further Assolicitation ~~such,~~of ~~the~~proxies ~~Company~~if ~~intends~~there toare ~~file~~insufficient votes anfor, ~~amendment~~or tootherwise ~~its~~in ~~Quarterly~~connection ~~Report~~with, onthe ~~Form~~approval ~~10-Q~~of ~~for~~ the ~~quarterly period~~Business ~~ended~~Combination ~~September~~Proposal ~~30,~~(as ~~2021~~defined ~~reflecting~~in ~~this reclassification (~~the ~~“Amended~~Proxy ~~Third Quarter 10-Q”~~Statement). The ~~adjustments to the~~ ~~Financial~~CF ~~Statements~~V ~~will~~shareholders beapproved ~~set forth through expanded disclosure in~~ the ~~financial~~Adjournment ~~statements~~Proposal. ~~included~~The invoting ~~the~~results ~~Amended~~were ~~Third~~as ~~Quarter 10-Q.~~follows:

The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K with WithumSmith+Brown, PC, the Company’s independent registered accounting firm.

Vote For		Vote Against		Abstentions
23,932,032		437,326		457,245

1The Special Meeting was adjourned to 11:00 a.m. Eastern Time on December 20, 2021.

~~SIGNATURE~~A copy of the Press Release announcing the adjournment is attached as Exhibit 99.1 and incorporated by reference herein.

~~Pursuant~~Important toInformation ~~the~~and ~~requirements of~~Where ~~the Securities Exchange Act of 1934, the registrant has duly caused this report~~ to beFind ~~signed on its behalf by the undersigned hereunto duly authorized.~~It

	CF Acquisition Corp. V
	By:	/s/ Jane Novak
		Name:	Jane Novak
		Title:	Chief Financial Officer
Dated: December 6, 2021

This Current Report on Form 8-K relates to a proposed transaction between CF V, Satellogic Inc. (“PubCo”) and the Company. In connection with the transaction described herein, CF V and/or PubCo has filed materials with the SEC, including an effective registration statement on Form F-4, which includes a proxy statement/prospectus. CF V and/or PubCo may also file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of CF V are urged to read the F-4 Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.

2Investors and security holders are able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by CF V through the website maintained by the SEC at www.sec.gov or by directing a request to CF V to 110 East 59th Street, New York, NY 10022 or via email at CFV@cantor.com.

Participants in the Solicitation

CF V, PubCo and the Company and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from CF V’s stockholders in connection with the proposed transaction. Information about CF V’s directors and executive officers and their ownership of CF V’s securities is set forth in CF V’s filings with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described in the section entitled “Important Information and Where to Find It” above.

Non-Solicitation

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of CF V, PubCo or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed transaction between CF V, PubCo and the Company. Such forward-looking statements include, but are not limited to, statements regarding the closing of the transaction and CF V’s, the Company’s or their respective management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intends”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “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. These statements are based on various assumptions. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of CF V, PubCo and the Company. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of CF V’s securities, (ii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Merger Agreement by CF V’s stockholders, the satisfaction of the minimum trust account amount following any redemptions by CF V’s public stockholders and the receipt of certain governmental and regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (iv) the inability to complete the PIPE Investment, (v) the effect of the announcement or pendency of the transaction on the Company’s business relationships, operating results and business generally, (vi) risks that the transaction disrupts current plans and operations of the Company, (vii) changes in the competitive and highly regulated industries in which the Company operates, variations in operating performance across competitors and changes in laws and regulations affecting the Company’s business, (viii) the ability to implement business plans, forecasts and other expectations after the completion of the transaction, and identify and realize additional opportunities, (ix) the risk of downturns in the commercial launch services, satellite and spacecraft industry, (x) the outcome of any legal proceedings that may be instituted against the Company, PubCo or CF V related to the Merger Agreement or the transaction, (xi) volatility in the price of CF V’s or any successor entity’s securities due to a variety of factors, including changes in the competitive and highly regulated industries in which the Company operates or plans to operate, variations in performance across competitors, changes in laws and regulations affecting the Company’s business and changes in the combined capital structure, (xii) costs related to the transaction and the failure to realize anticipated benefits of the transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions, (xiii) the risk that the Company and its current and future collaborators are unable to successfully develop and commercialize the Company’s products or services, or experience significant delays in doing so, (xiv) the risk that the Company may never achieve or sustain profitability, (xv) the risk that the Company may need to raise additional capital to execute its business plan, which many not be available on acceptable terms or at all, (xvi) the risk that the post-combination company experiences difficulties in managing its growth and expanding operations, (xvii) the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations, (xviii) the risk of product liability or regulatory lawsuits or proceedings relating to the Company’s products and services, (xix) the risk that the Company is unable to secure or protect its intellectual property and (xx) the risk that the post-combination company’s securities will not be approved for listing on Nasdaq, NYSE or another stock exchange or if approved, maintain the listing. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of CF V’s Registration Statement on Form S-1, the registration statement on Form F-4 and proxy statement/prospectus discussed above and other documents filed or to be filed by CF V, PubCo and/or or any successor entity of the transaction from time to time with the SEC (including CF V’s quarterly filings). These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and CF V, PubCo and the Company assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of CF V, PubCo or the Company give any assurance that any of CF V, PubCo or the Company will achieve its expectations.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated December 8, 2021.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CF ACQUISITION CORP. V

By:	/s/ Howard W. Lutnick
	Name:	Howard W. Lutnick
	Title:	Chief Executive Officer

Dated: December 8, 2021

Filing Compare · CF Acquisition Corp. V