SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary, together with the section titled “Questions and Answers about the Proposals,” summarizes certain information contained in this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the Special Meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section titled “Where You Can Find More Information.”

Unless otherwise indicated or the context otherwise requires, references in this Summary of the Proxy Statement/Prospectus to “PubCo” refer to PubCo and its consolidated subsidiaries (including CF V and the Company) after giving effect to the Business Combination, references to “CF V” refer to CF Acquisition Corp. V and references to “the Company” refer to Nettar Group Inc. (d/b/a Satellogic) and its consolidated subsidiaries.

Unless otherwise specified, all share calculations assume no exercise of redemption rights by the CF V’s public stockholders and do not include any shares of CF V Common Stock issuable upon the exercise of the CF V Warrants.

Information About the Parties to the Business Combination

CF Acquisition Corp. V

CF V is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. CF V Class A Common Stock, CF V Units, and CF V Warrants are currently listed on Nasdaq under the symbols “CFV,” “CFFVU” and “CFFVW”, respectively. The mailing address of CF V’s principal executive officer is 110 East 59th Street, New York, NY 10022.

For more information about CF V, see the sections entitled “CF V’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Information Related to CF V.”

The Company

The Company’s predecessor in interest was founded in 2010 and the Company was founded in 2014, to help solve some of the greatest challenges of our time: resource utilization and distribution by providing its customers with access to a continually refreshed source of global, high-quality data that is critical to better inform decision-making aimed at addressing these challenges.

The Company is the first vertically integrated geospatial analytics company and is building the first scalable, fully automated Earth Observation (“EO”) platform with the ability, when scaled, to remap the entire planet at both high-frequency and high-resolution, providing accessible and affordable solutions for its customers. The Company plans to democratize access to geospatial data by providing planetary insights at what it believes to be the lowest cost in the industry, ultimately driving better decision-making across a broad range of industries including agriculture, forestry, energy, financial services, and cartography.

The mailing address of the Company’s principal executive offices is Ruta 8 Km 17,500, Edificio 300 Oficina 324 Zonamérica Montevideo, 91600, Uruguay.

PubCo

PubCo was incorporated under the laws of the British Virgin Islands on June 29, 2021 and is a direct wholly owned subsidiary of the Company. PubCo was formed for the sole purpose of entering into and consummating

the Business Combination, has not commenced any operations, has only nominal assets and has no liabilities or contingent liabilities, nor any outstanding commitments other than as described in the Merger Agreement. Prior to the consummation of the Business Combination, the directors of PubCo are Rick Dunn and Rebeca Brandys.

The address of PubCo’s registered office is Maples Corporate Services (BVI) Limited, Kingston Chambers, PO Box 173, Road Town, Tortola, BVI and its registration number is 2067782. Upon the Closing, its principal office will be that of the Company, located at Ruta 8 Km 17,500, Edificio 300 Oficina 324 Zonamérica Montevideo, 91600, Uruguay and its telephone number will be 00-598-25182302.

Upon the effectiveness of the registration statement of which this prospectus forms a part, PubCo will report under the Exchange Act as a non-U.S. public company with foreign private issuer status. Even after PubCo no longer qualifies as an emerging growth company, as long as PubCo continues to qualify as a foreign private issuer under the Exchange Act, PubCo will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

In addition, PubCo will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and are not required to comply with Regulation FD, which restricts the selective disclosure of material information.

As a foreign private issuer, PubCo will be permitted to follow home country corporate governance practices instead of certain corporate governance practices required by the Trading Market for U.S. domestic issuers. Also, upon completion of the Business Combination, PubCo will be a “controlled company” within the meaning of the Trading Market corporate governance standards and eligible to take advantage of exemptions from certain the Trading Market corporate governance standards.

Target Merger Sub

Target Merger Sub was incorporated under the laws of the British Virgin Islands on June 29, 2021. Target Merger Sub was formed solely in contemplation of the Business Combination, has not commenced any operations, has only nominal assets and has no liabilities or contingent liabilities, nor any outstanding commitments other than as set forth in the Merger Agreement.

The address of Target Merger Sub’s registered office is Maples Corporate Services (BVI) Limited, Kingston Chambers, PO Box 173, Road Town, Tortola, BVI.

SPAC Merger Sub

SPAC Merger Sub was incorporated under the laws of Delaware on June 29, 2021. SPAC Merger Sub was formed solely in contemplation of the Business Combination, has not commenced any operations, has only nominal assets and has no liabilities or contingent liabilities, nor any outstanding commitments other than as set forth in the Merger Agreement.

The address of SPAC Merger Sub’s registered office is c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808.

The Proposals to be Voted on by CF V Stockholders

The Business Combination Proposal

CF V and the Company have agreed to the Business Combination under the terms of the Merger Agreement, dated as of July 5, 2021. Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the Closing, (i) the Initial Merger will be consummated pursuant to which Target Merger Sub will merge with and into the Company, with the Company continuing as the Surviving Corporation of the Initial Merger and becoming a wholly owned subsidiary of PubCo, and (ii) immediately following confirmation of the effective filing of the Initial Merger, SPAC Merger Sub will merge with and into CF V, with CF V continuing as the surviving corporation of the CF V Merger and a direct wholly owned subsidiary of PubCo. For more information about the Merger Agreement and the Business Combination (including the Mergers), see the section titled “The Business Combination Proposal.”

The Adjournment Proposal

CF V Stockholders will be asked to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal. Please see the section titled “The Adjournment Proposal.”

Transaction Agreements

The Merger Agreement

On July 5, 2021, CF V, PubCo, Target Merger Sub, SPAC Merger Sub and the Company entered into the Merger Agreement.

Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, upon the Closing, (i) Target Merger Sub will merge with and into the Company, whereby the separate corporate existence of Target Merger Sub will cease and the Company will be the Surviving Corporation of the Initial Merger and become a wholly owned subsidiary of PubCo, and (ii) immediately following confirmation of the effective filing of the Initial Merger, SPAC Merger Sub will merge with and into CF V, whereby the separate corporate existence of SPAC Merger Sub will cease and CF V will be the surviving corporation of the SPAC Merger 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 the Merger Consideration Shares determined by reference to the Company Exchange Ratio calculated in accordance with the Merger Agreement, which as of September 30, 2021 was 3.34233, (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 assumed by PubCo and 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

that is equal to the CF V Exchange Ratio, and (vii) each outstanding CF V Warrant will be converted into a PubCo Warrant, 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.

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 action to cause all Convertible Notes to automatically convert prior to Initial Merger Effective Time into a number of Company Preference Shares in accordance with the section titled “—Convertible Notes Conversion” below. 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.

A portion of the PubCo Ordinary Shares issuable at the Closing to the Sponsor, the Company Shareholders and holders of Convertible Notes (including 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, as well as the right to receive an aggregate number of PubCo Ordinary Shares equal to the number of shares that have been forfeited subject to the closing price of the PubCo Class A Ordinary Shares meeting a price threshold during the five-year period following the Closing in accordance with the section titled “—Forfeiture of Sponsor and Company Shareholder Escrowed Shares; Earnout” below.

Representations, Warranties and Covenants

The Merger Agreement contains customary representations and warranties of the parties, which shall not survive the Closing. Many of the representations and warranties are qualified by materiality or Company Material Adverse Effect or CF V Material Adverse Effect (each as defined in the section entitled “The Business Combination Proposal—The Merger Agreement—Material Adverse Effect”).

The Merger Agreement also contains pre-closing covenants of the parties, including obligations of the parties to use reasonable efforts to operate their respective businesses in the ordinary course consistent with past practice, and to refrain from taking certain specified actions without the prior written consent of the other applicable parties, in each case, subject to certain exceptions and qualifications. Additionally, the parties have agreed not to solicit, negotiate or enter into competing transactions, as further provided in the Merger Agreement. The covenants do not survive the Closing (other than those that are to be performed after the Closing).

CF V and the Company agreed, as promptly as practicable after the execution of the Merger Agreement, to prepare, and CF V and PubCo agreed to file with the SEC, a registration statement on Form F-4 (as amended, the “Registration Statement”) in connection with the registration under the Securities Act of the issuance of the PubCo Class A Ordinary Shares and the PubCo Warrants to be issued to the CF V Stockholders and Company Shareholders, and containing a proxy statement/prospectus for the purpose of CF V soliciting proxies from its stockholders to obtain the Stockholders’ Approval at the Special Meeting and providing such stockholders an opportunity, in accordance with the governing documents of CF V, to have their shares of CF V Class A Common Stock redeemed.

PubCo agreed to take all necessary action so that, effective at the Closing, the entire board of directors of PubCo will consist of no less than three (3) individuals, a majority of whom shall be independent directors in accordance with applicable stock exchange requirements, and which shall comply with all diversity requirements under applicable law.

Conditions to the Parties’ Obligations to Consummate the Mergers

Under the Merger Agreement, the obligations of the parties to consummate (or cause to be consummated) the Business Combination are subject to a number of customary conditions for special purpose acquisition

companies, including, among others, the following: (i) the approval of the Mergers and the other Proposals required to approve the Transactions by CF V’s Stockholders and the Company Shareholders, (ii) all specified approvals or consents (including governmental and regulatory approvals) and all waiting or other periods have been obtained or have expired or been terminated, as applicable, (iii) the effectiveness of the Registration Statement, (iv) PubCo’s initial listing application with Nasdaq or NYSE shall have been conditionally approved and, immediately following the Closing, PubCo shall satisfy any applicable initial and continuing listing requirements of Nasdaq or NYSE and PubCo shall not have received any notice of non-compliance therewith, (v) the PubCo Class A Ordinary Shares and the PubCo Warrants having been approved for listing on Nasdaq or NYSE, subject to round lot holder requirements, and (vi) PubCo having a minimum of $5,000,001 of net tangible assets upon the Closing (after giving effect to any CF V Share Redemption, any PIPE Investment and the Forward Purchase Amount).

The obligations of CF V to consummate (or cause to be consummated) the Business Combination are also subject to, among other things, (i) the representations and warranties of the Company and of each Acquisition Entity being true and correct, subject to the knowledge and materiality standards contained in the Merger Agreement, (ii) material compliance by the Company and each Acquisition Entity with its pre-Closing covenants, subject to the knowledge and materiality standards contained in the Merger Agreement, and (iii) there has not been any event that has had, or would be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

In addition, the obligations of the Company to consummate (and cause to be consummated) the Business Combination are also subject to, among other things (i) the representations and warranties of CF V being true and correct, subject to the materiality standards contained in the Merger Agreement, (ii) material compliance by CF V with its pre-Closing covenants, subject to the knowledge and materiality standards contained in the Merger Agreement, (iii) there having not occurred any event that has had, or would be reasonably expected to have, individually or in the aggregate, a CF V Material Adverse Effect, and (iv) the Available Cash being at least $225 million.

Termination Rights

The Merger Agreement contains certain termination rights, including, among others, the following: (i) upon the mutual written consent of CF V and the Company, (ii) if the consummation of the Business Combination is prohibited by law or otherwise prevented by a governmental order, (iii) if the Closing has not occurred on or before February 28, 2022, (iv) in connection with an uncured breach of a representation, warranty, covenant or other agreement by a party, (v) by either CF V or the Company if the board of directors of the other party publicly changes its recommendation with respect to the Merger Agreement and Business Combination and related stockholder or shareholder approvals, (vi) by either CF V or the Company if the Special Meeting is held and CF V Stockholders’ Approval is not received, (vii) by CF V if the unaudited financials of the Company for the first, second and third quarters of 2021 (with respect to the first and third quarters, to the extent required in accordance with the Merger Agreement) have not been delivered by July 14, 2021, October 12, 2021 and January 12, 2022, respectively, or (viii) by CF V if the Company does not receive the written consent of its shareholders to the Merger Agreement and related approvals within five business days after the Registration Statement has become effective.

None of the parties to the Merger Agreement are required to pay a termination fee or reimburse any other party for its expenses as a result of a termination of the Merger Agreement. However, each party will remain liable for willful and material breaches of the Merger Agreement prior to termination.

Trust Account Waiver

The Company and each Acquisition Entity agreed that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in the Trust Account held for CF V’s public stockholders, and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom).

PIPE Subscription Agreements

Contemporaneously with the execution of the Merger Agreement, CF V and PubCo entered into separate PIPE Subscription Agreements with a number of PIPE Investors, including 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, for a purchase price of $10.00 per share and gross proceeds to PubCo of approximately $69.7 million, with the Sponsor’s PIPE Subscription Agreement accounting for approximately $23.2 million of the PIPE Investment. Pursuant to the PIPE Subscription Agreements, PIPE Investors are entitled to receive PIPE Additional Shares if the Adjustment Period VWAP is less than $10.00 per share (up to a maximum of 1,741,692 PIPE Additional Shares, if the Adjustment Period VWAP is less than or equal to $8.00 per share, in connection with which an equal number of PubCo Ordinary Shares held by the Sponsor, the Company Shareholders and holders of Convertible Notes would be forfeited and cancelled) and PIPE Investors who agreed to be Lock-Up PIPE Investors will receive PIPE Warrants pursuant to the Lock-Up Addendum.

Pursuant to the PIPE Subscription Agreements, PubCo agreed to register the resale of the PubCo Ordinary Shares and PubCo Warrants issued thereunder pursuant to the F-1 Registration Statement. For more information, see “The Business Combination Proposal—Related Agreements—PIPE Subscription Agreements.”

Amended and Restated Forward Purchase Contract

Contemporaneously with the execution of the Merger Agreement, Sponsor, CF V and PubCo entered into 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 and 333,333 warrants to purchase PubCo Class A Ordinary Shares for $11.50 each, for an aggregate purchase price of $10,000,000. Pursuant to the Amended and Restated Forward Purchase Contract, the Sponsor is entitled to receive the FPC Additional Shares if the Adjustment Period VWAP is less than $10.00 per share (up to a maximum of 250,000 FPC Additional Shares, if the Adjustment Period VWAP is less than or equal to $8.00 per share, in connection with which an equal number of PubCo Ordinary Shares held by the Sponsor, the Company Shareholders and holders of Convertible Notes would be forfeited and cancelled). Pursuant to the Amended and Restated Forward Purchase Contract, PubCo agreed to register the resale of the PubCo Ordinary Shares, PubCo Warrants and FPC Additional Shares issued to Sponsor thereunder pursuant to the F-1 Registration Statement. For more information, see “The Business Combination Proposal—Related Agreements—Amended and Restated Forward Purchase Contract.”

Shareholder Support Agreement

Contemporaneously with the execution of the Merger Agreement, CF V, PubCo, the Company and certain Company Shareholders and/or holders of Convertible Notes entered into a Shareholder Support Agreement (the “Shareholder Support Agreement”), pursuant to which, among other things, (a) certain Company Shareholders agreed (i) not to transfer their Company shares, and to vote their Company Shares in favor of the Merger Agreement (including by execution of a written consent), the Mergers and the other Transactions, (ii) to consent to the termination of certain shareholder agreements with the Company (with certain exceptions), effective at Closing, and (iii) to release the Sponsor, CF V, the Company and its subsidiaries from pre-Closing claims,

subject to customary exceptions, and (b) certain holders of Convertible Notes agreed not to redeem their Convertible Notes. The securityholders party to the Shareholder Support Agreement collectively have a sufficient number of votes to approve the Mergers. For more information, see “The Business Combination Proposal—Related Agreements—Shareholder Support Agreement.”

Sponsor Support Agreement

Contemporaneously with the execution of the Merger Agreement, CF V entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”) with the Sponsor, PubCo and the Company, pursuant to which, among other things, (i) for the benefit of the Company, the Sponsor agreed to comply with its obligations under the Insider Letter, and CF V agreed to enforce such obligations, and CF V and the Sponsor provided the Company with certain consent rights with respect to transfers of CF V securities (and as of the Closing, PubCo securities) owned by the Sponsor and amendments, modifications or waivers under the Insider Letter, (ii) the Sponsor agreed to waive its anti-dilution rights with respect to its shares of CF V Class B Common Stock under the CF V Charter, (iii) the Sponsor agreed to be bound by the Forfeiture Escrow Shares (as defined below) and earnout provisions under the Merger Agreement summarized herein, (iv) the Sponsor agreed to release CF V, PubCo, the Company, the Company’s affiliates, the Acquisition Entities and their respective subsidiaries effective as of the Closing from all pre-Closing claims, subject to customary exceptions and (v) the Sponsor agreed to subject certain PubCo Class A Ordinary Shares to be received in exchange for its shares of CF V Class B Common Stock as a result of the Mergers to certain vesting and forfeiture restrictions. For more information, see “The Business Combination Proposal—Related Agreements—Sponsor Support Agreement.”

Lock-Up Agreement

Concurrently with the execution of the Merger Agreement, CF V and PubCo entered into separate Lock-Up Agreements (each a “Lock-Up Agreement”) with each of the Company Lock-Up Securityholders, pursuant to which the securities of PubCo received by such Company Lock-Up Securityholder in the Mergers will be locked-up and subject to transfer restrictions for a period of time following the Closing, as described below, subject to certain exceptions. The Lock-Up Securities held by such Lock-Up Company Securityholders will be locked-up commencing from the Closing until the earliest of: (i) the one (1) year anniversary of the date of the Closing, (ii) the date on which the closing price of the PubCo Ordinary Shares equals or exceeds $20.00 per share (adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), for any 20 Trading Days within any 30-Trading Day period commencing at least 180 days after the Closing Date, (iii) with respect to 25% of the Lock-Up Securities owned by such Lock-Up Company Securityholders, the date on which the closing price of the PubCo Ordinary Shares equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 Trading Days within any 30-Trading Day period commencing at least 180 days after the Closing Date, and (iv) subsequent to the Closing, the date on which PubCo consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction which results in all of PubCo’s shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property.

Series X Preference Shareholder 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 a Series X Preference Shareholder Agreement (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 to redeem, and any obligation of the Company to redeem, any of their Company Series X Preference Shares and allow such shares to convert into PubCo Class A Ordinary Shares.

In addition, in the event the Adjustment Period VWAP is less than $10.00 per PubCo Class A Ordinary Share, each Company Series X Shareholder will be entitled to receive a certain number of additional PubCo Class A Ordinary Shares calculated in a similar manner as the PIPE Additional Shares and FPC Additional Shares (up to a maximum of 523,677 additional PubCo Class A Ordinary Shares (calculated assuming a Closing Date of September 30, 2021)), if the Adjustment Period VWAP is less than or equal to $8.00 per share, in connection with which issuance an equal number of PubCo Ordinary Shares held by the Sponsor, the Company Shareholders and holders of Convertible Notes would be forfeited and cancelled). For more information, see “The Business Combination Proposal—Related Agreements—Series X Preference Shareholder Agreement.”

Debt and Share Exchange

On March 8, 2021, the Company entered into an exchange transaction with Columbia River Investment Limited (“CRIL”), a former shareholder of the Company and former holder of two Convertible Notes. Pursuant to the exchange transaction, the Company repurchased CRIL’s two Convertible Notes (one issued under the 2018 NPA and one issued under the 2019 NPA) having an aggregate principal amount, together with accumulated interest, of $8,813,161 as well as CRIL’s Company Series A Preference Shares, Company Series B Preference Shares, and Company Series B-1 Preference Shares, in exchange for the Company Warrant to purchase an aggregate of 4,823,594 Company Series A Preference Shares, Company Series B Preference Shares, and Company Series B-1 Preference Shares (subject to adjustment as set forth therein) and the entering into the Columbia Loan having a principal amount of $40,089,033. Following such exchange transaction CRIL no longer holds any securities of the Company other than the Company Warrant. The Company Warrant entitles CRIL to purchase after the Closing the same number of PubCo Class A Ordinary Shares that CRIL would have been entitled to receive had such exchange transaction not occurred. The principal amount of the indebtedness owing by the Company under the Columbia Loan was determined based upon the aggregate purchase price paid by CRIL to purchase such securities from the Company. The Company Warrant may only be exercised in connection with CRIL’s intention to sell the exercised shares. Following the Closing, if the Company Warrant remains outstanding, (i) the Company Warrant will be adjusted in accordance with the terms thereof and will only be exercisable into PubCo Class A Ordinary Shares, and (ii) CRIL may not hold exercised PubCo Class A Ordinary Shares representing more than 1% of the total number of outstanding PubCo Ordinary Shares (which number may go up to 2% for a period that may not exceed several days as set forth in the Company Warrant). The Company Warrant shall be assumed by PubCo as part of the Transactions (referred to in this in this proxy statement/prospectus as the Assumed Company Warrant). The loan under the Columbia Loan becomes payable and shall be paid immediately after the Closing of the Transactions, upon which the Columbia Loan and the security interest granted thereunder will terminate.

As of September 30, 2021, the principal balance and accrued interest on the Company’s outstanding indebtedness was $125,110,096, which included $62,942,601 related to the Convertible Notes, $20,947,182 related to the Company Series X Preference Shares and $41,220,313 related to the Columbia Loan.

Executive Officers of PubCo

The executive officers of PubCo upon the Closing will be the executive officers of the Company immediately prior to the Closing.

Board of Directors of PubCo

Upon the Closing, the PubCo Board will consist of four directors, which will include Emiliano Kargieman, Ted Wang and Marcos Galperin. PubCo expects to appoint the remaining Board member prior to the Closing.

CF V’s Reasons for the Business Combination

CF V was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. CF V sought to do this by

utilizing the networks and industry experience of both its management team and the CF V Board to identify, acquire and, after its initial business combination, help to build a company in an industry that complements the experience and expertise of its management team.

The CF V Board considered a variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the CF V Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the CF V Board may have given different weight to different factors. Certain information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Before reaching its decision, the CF V Board reviewed the results of the due diligence conducted by its management, employees of Cantor and CF V’s advisors, which included:

In the prospectus for the IPO, CF V identified certain high level, non-exclusive investment criteria that CF V believed would be important in evaluating prospective target businesses. As it relates to the Company, the CF V Board determined that pursuing a potential business combination with the Company would be an attractive opportunity for CF V and its stockholders for a number of reasons, including, but not limited to, (1) the Company’s technological capabilities in the earth observation industry and the large potential addressable market providing for significant growth potential, (2) the belief that the Company has sustainable competitive advantages with respect to its technology, (3) the Company’s business model has the potential to generate significant free cash flows, (4) the Company has an experienced and capable management team, and (5) that the Company has the opportunity to grow successfully and become a leader in the earth observation industry.

In addition, based on its review of the industry data and the operational, financial and other relevant information related to the Company’s business provided by the Company and presented to the CF V Board, the factors considered by the CF V Board included, but were not limited to, the following:

In the course of its deliberations, in addition to the various other risks associated with the business of the Company, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus, the CF V Board also considered a variety of uncertainties, risks and other potentially negative reasons relevant to the Business Combination, including the following:

In addition to considering the factors described above, the CF V Board also considered that:

After considering the foregoing, the CF V Board concluded, in its business judgment, that the potential benefits to CF V and its stockholders relating to the Business Combination outweighed the potentially negative factors and risks relating to the Business Combination.

Organizational Structure

The following diagram illustrates the transaction structure of the Business Combination and the organizational structure of the parties thereto prior to Closing.

The following diagram illustrates the organizational structure of PubCo upon consummation of the Business Combination.

It is anticipated that, upon the completion of the Business Combination:

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 September 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.

Please see “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

In addition, future issuances of PubCo Ordinary Shares, including under the Equity Incentive Plan, or the vesting of any Earn-Out Shares pursuant to the Sponsor Support Agreement, would dilute current stockholders’ ownership percentage. See “Risk Factors—Risks Related to CF V and the Business Combination—Upon consummation of the Business Combination, CF V’s public stockholders will experience dilution as a consequence of, among other transactions, the issuance of PubCo Ordinary Shares by PubCo as consideration in the Business Combination and in connection with the PIPE Investment (including any PIPE Warrants), as well to the Company Warrant that may be held by a former shareholder of the Company and under the Equity Incentive Plan. Having a minority share position may reduce the influence that CF V’s current stockholders have on the management of PubCo”.

The Company Warrant is currently exercisable for an aggregate of 4,823,594 Company Series A Preference Shares, Company Series B Preference Shares, and Company Series B-1 Preference Shares. At the Closing, the Company Warrant shall instead become exercisable for such number of PubCo Class A Ordinary Shares into which such Company Preference Shares would have converted into had such Company Preference Shares been held by the holder of the Company Warrant immediately prior to the Closing.

In connection with the Business Combination, each Company Series X Preference Share shall convert into such number of PubCo Class A Ordinary Shares equal to (x) $10.00 plus all accrued and unpaid dividends (at an annual rate of 7%), divided by $10.00 (rounded to the nearest whole PubCo Class A Ordinary Share), and subject to the potential receipt of Series X Additional Shares as described in the section titled “The Business Combination Proposal—Related Agreements—Series X Preference Shareholder Agreement” below.

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 action to cause all Convertible Notes to automatically convert prior to Initial Merger Effective Time into a number of Company Preference Shares 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 presents the share ownership of various holders of PubCo Ordinary Shares upon the Closing and is based on (i) the assumptions set forth above, (ii) a Closing Date of September 30, 2021, (iii) no additional equity securities of CF V being issued at or prior to Closing, and (iv) the following redemption scenarios:

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 approximately 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.

Date, Time and Place of Special Meeting

The Special Meeting will be held at                  Eastern time, on                 , 2021, 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                 .

Record Date; Outstanding Shares of CF V Common Stock and CF V Warrants; CF V Stockholders and CF V Warrant Holders Entitled to Vote

CF V has fixed the close of business on                 , 2021, as the Record Date for determining the CF V Stockholders entitled to notice of and to attend and vote at the Special Meeting.

As of the close of business on the Record Date there were 31,850,000 shares of CF V Common Stock outstanding and entitled to vote, consisting of 25,600,000 shares of CF V Class A Common Stock (consisting of 25,000,000 CF V Public Shares and 600,000 CF V Placement Shares) and 6,250,000 shares of CF V Class B Common Stock, and 8,533,333 CF V Warrants, consisting of 8,333,333 CF V Public Warrants and 200,000 CF V Placement Warrants.

Each share of CF V Common Stock is entitled to one vote per share at the Special Meeting. CF V Warrants have no voting rights at the Special Meeting. The Sponsor and CF V’s officers and directors own an aggregate of 6,850,000 shares of CF V Common Stock entitled to vote at the Special Meeting.

Quorum and Required Vote for CF V Stockholder Proposals

A quorum of CF V Stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the shares of CF V Common Stock issued and outstanding and entitled to vote at the Special Meeting is present via the virtual meeting platform or represented by proxy at the Special Meeting. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum.

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. Accordingly, a CF V Stockholder’s failure to vote by proxy or to vote at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal.

The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of CF V Common Stock cast by the stockholders present via the virtual meeting platform or represented by proxy and entitled to vote thereon at the Special Meeting. A CF V Stockholder’s failure to vote by proxy or to vote via the virtual meeting platform at the Special Meeting or an abstention will have no effect on the outcome of the vote on the Adjournment Proposal.

It is important for you to note that in the event that the Business Combination Proposal does not receive the requisite vote for approval, we will not then consummate the Business Combination. If CF V does not consummate the Business Combination and fails to complete an initial business combination by February 2, 2023 (or a later date approved by CF V Stockholders pursuant to the CF V Charter), CF V will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to its public stockholders in accordance with the CF V Charter, subject to payment of CF V’s tax obligations and up to $100,000 of dissolution expenses.

Proxy Solicitation

Proxies may be solicited by telephone, by facsimile, by mail, on the Internet or in person. CF V has engaged Morrow Sodali LLC to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares via the virtual meeting platform if it revokes its proxy before the Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section titled “Special Meeting of CF V Stockholders—Revoking Your Proxy.”

Redemption Rights

Under the CF V Charter, holders of CF V Class A Common Stock may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two (2) business days prior to the Closing, including interest (which interest shall be net of taxes payable), by (b) the total number of the then-issued and outstanding shares of CF V Class A Common Stock; provided that CF V will not redeem any CF V Public Shares to the extent that such redemption would result in CF V having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. As of September 30, 2021, this would have amounted to $10.00 per share. Holders of CF V Class A Common Stock on or before                     , 2021 (two business before the Special Meeting) may exercise redemption rights whether or not they are holders as of the Record Date and whether or not such shares are voted at the Special Meeting. However, under the CF V Charter, in connection with an initial business combination, a CF V public stockholder, together with any affiliate or any other person with whom such stockholder is acting in concert of as a “group” (as defined under Section 13(d)(3) of the Exchange Act), is restricted from seeking redemption rights with respect to more than 15% of the CF V Public Shares.

If a holder exercises its redemption rights, then such holder will be exchanging its shares of CF V Class A Common Stock for cash and will no longer own shares of CF V Class A Common Stock and will not receive PubCo Ordinary Shares in connection with the Business Combination. Such a holder will be entitled to receive cash for its CF V Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to CF V’s transfer agent in accordance with the procedures described herein. See the section titled “Special Meeting of CF V Stockholders—Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash. A stockholder holding both CF V Public Shares and CF V Public Warrants may redeem its CF V Public Shares but retain the CF V Public Warrants, which if the Business Combination closes, will be exchanged for PubCo Warrants.

In connection with the IPO, the Sponsor and CF V’s officers and directors agreed to waive any redemption rights with respect to any shares of CF V Common Stock held by them in connection with the completion of the Business Combination. Such waivers are standard in transactions of this type and the Sponsor and CF V’s officers and directors did not receive separate consideration for the waiver.

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 $67.9 million based on the closing price of CF V Class A Common Stock and CF V Units on October 11, 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 September 30, 2021, amounted to $1,197,223), 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.

Interests of the Company’s Directors and Officers in the Business Combination

In considering the recommendation of the CF V Board to vote in favor of the approval of the Business Combination Proposal, you should keep in mind that certain members of the Company Board and executive officers of the Company have interests in the Business Combination Proposal that are different from, or in addition to, those of CF V Stockholders and of the Company Shareholders. In particular:

In addition, the following individuals who are currently directors of the Company are expected to become members of the PubCo Board upon completion of the Business Combination: Emiliano Kargieman, Ted Wang and Marcos Galperin.

Recommendation to Stockholders

The CF V Board believes that the Proposals to be presented at the Special Meeting are in the best interests of CF V and its stockholders and unanimously recommends that CF V Stockholders vote “FOR” each of the Proposals.

For more information about the CF V Board’s recommendation and the proposals, see the sections titled “Special Meeting of CF V Stockholders—Recommendation of the CF V Board” beginning on page 133 and “The Business Combination Proposal—CF V Board’s Reasons for Approval of the Business Combination” beginning on page 165.

Appraisal/Dissenters’ Rights

CF V Stockholders do not have appraisal rights in connection with the Proposals, including the Business Combination Proposal.

Company Shareholders are entitled to dissent from the Initial Merger which forms part of the Business Combination and to receive payment of the “fair value” of their shares determined in accordance with the laws of the BVI following consummation of the Initial Merger. Where a Company Shareholder who exercises such dissent rights and the Company are unable to agree on the “fair value” of such shares, a statutory appraisal process is required to determine the “fair value.”

Expected Accounting Treatment

The Business Combination will be accounted for as a capital reorganization under IFRS. See the subsection titled “The Business Combination—Expected Accounting Treatment of the Business Combination.”

Regulatory Approvals

The Business Combination is not subject to any regulatory requirement or approval, except for (i) filings with the State of Delaware and the Registrar of Corporate Affairs of the BVI, (ii) filings required with the SEC pursuant to the reporting requirements applicable to CF V, and the requirements of the Securities Act and the Exchange Act to disseminate this proxy statement to CF V Stockholders and (iii) filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) in connection with the Business Combination and the expiration or termination of any applicable waiting period, or any extension thereof, under the HSR Act.

Under the HSR Act and the rules and regulations promulgated thereunder by the U.S. Federal Trade Commission (the “FTC”), the Business Combination cannot be consummated until notifications have been given and certain information has been furnished to the FTC and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”), and certain waiting period requirements have been satisfied. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar day waiting period following the parties’ filing of their respective HSR Act notification forms or the early termination of that waiting period. On July 29, 2021, CF V and the Company each filed their respective Pre-Merger Notification and Report Form pursuant to the HSR Act with the Antitrust Division and the FTC. The waiting period under the HSR Act expired on August 30, 2021.