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CF Acquisition Corp. V

CF Acquisition Corp. V

Jan 8, 2021 by Matt Cianci

PROPOSED BUSINESS COMBINATION: Nettar Group, Inc. (Satellogic)

ENTERPRISE VALUE: $850 million
ANTICIPATED SYMBOL: SATL

CF Acquisition Corp. V proposes to combine with Nettar Group, Inc. (“Satellogic”), a leader in high-resolution satellite data collection.

Founded in 2010 by Emiliano Kargieman and Gerardo Richarte, Satellogic is the first vertically integrated geospatial analytics company, driving real outcomes with planetary-scale insights. Satellogic is building the first scalable, fully automated Earth Observation platform with the ability to remap the entire planet at both high-frequency and high-resolution, providing accessible and affordable solutions for customers.

Satellogic’s mission is to democratize access to geospatial data through its information platform to help solve the world’s most pressing problems including climate change, water, energy, and food supply. Using its patented earth imaging technology, Satellogic unlocks the power of Earth Observation to deliver high-quality, planetary insights at the lowest cost in the industry.

With more than a decade of experience in space, Satellogic has proven technology and a strong track record of delivering satellites to orbit unlike any competitor. Satellogic currently operates 17 commercial satellites in orbit, including four launched on June 30, delivering high-resolution data to customers, and by 2025, Satellogic anticipates completing a constellation of 300+ fully operating satellites in its constellation, unlocking the $140 billion+ TAM opportunity for commercial applications.

The transaction is expected to allow Satellogic to scale its constellation, with the goal of reaching 300+ satellites by 2025, offering enhanced analytics capabilities for commercial, sustainability, and government applications through a live catalog of every square meter of Earth daily.

CANTOR FEE LETTERS

  • Pursuant to a fee letter dated as of January 18, 2022 (the “CF Fee Letter”), CF V, PubCo and CF&Co. agreed that of the CF V Transaction Expenses payable to CF&Co., which in aggregate total approximately $21.94 million (comprised of $5.0 million of M&A advisory fees, $8.75 million of business combination marketing fees, and approximately $8.19 million of placement agent fees), only the M&A advisory fees would be paid in cash with the remainder being paid in the form of an aggregate of 2,058,229 newly-issued PubCo Class A Ordinary Shares, 600,000 of which are subject to adjustment on the same terms available to the PIPE Investors, as further described in the section “The Business Combination Proposal-Related Agreements-PIPE Subscription Agreements” of the Proxy Statement/Prospectus.

SUBSEQUENT EVENT – 1/18/22  (8-K LINK)

  • Before the previous vote that was scheduled for 12/30/21, CF V had received notice that holders of its Class A Common Stock elected to redeem approximately 22.67 million shares, or approximately 90.7% of the shares that were eligible for redemption, for an aggregate redemption price of approximately $226.7 million.

SUBSEQUENT EVENT – 1/18/22  (8-K LINK)

  • On January 18, 2022, Liberty Strategic Capital, a private equity firm founded and led by former Secretary of the Treasury Steven T. Mnuchin,  announced that it has entered into a definitive agreement to invest $150 million in Satellogic, Inc., in connection with its merger involving CF Acquisition Corp. V (“CFV”).
  • Liberty’s contemplated investment brings the total capital raised to more than $265 million, net of expected redemptions of CFV stock, and including a $100 million combined investment led by SoftBank and Cantor Fitzgerald, among other top-tier institutional investors.
  • In exchange for its investment, Liberty will receive 20,000,000 Class A ordinary shares of Satellogic at $7.50 per share, as well as 5,000,000 warrants with a strike price of $10 per share and 15,000,000 warrants with a strike price of $15 per share.

SUBSEQUENT EVENT – 12/27/21 (8-K LINK)

Columbia Loan Extension

  • On December 23, 2021, the Company entered into Amendment No. 2 to Loan and Security Agreement (the “Amendment”) which amends the Loan and Security Agreement, dated as of March 8, 2021 (the “Columbia Loan Agreement”), by and between the Company and Columbia River Investment Limited.
  • The Amendment, among other things
    • (i) extends the date on which the Company is required to pay all amounts due under the Columbia Loan Agreement from December 31, 2021 (if the Business Combination closes on or prior to December 31, 2021) to January 15, 2022 (if the Business Combination closes on or prior to December 31, 2021 and the aggregate redemptions by the stockholders of CF V exceed 50% of the amount in the CF V’s trust account), or a later date if mutually agreed to by the parties
    • (ii) extends the Perfection Date (as defined in the Columbia Loan Agreement) to the earlier of
      • (a) January 15, 2022 and
      • (b) the date the Company perfects the security interest on any collateral under its other indebtedness, and
      • (iii) makes certain other conforming amendments.

Promissory Note

  • On December 23, 2021, the Company and Cantor Fitzgerald Securities, a New York general partnership, entered into a Secured Promissory Note pursuant to which, CF Securities agreed to lend to the Company
    • (i) $7,500,000 (the “Initial Loan”) and
    • (ii) at the option of the Company, on or before June 30, 2022, up to an additional $7,500,000 if certain conditions are met including the Business Combination shall have been consummated, the Permitted Equity Issuance shall not have been consummated, and Columbia River has agreed to certain amendments to the Columbia Loan Agreement including a further extension of the maturity date thereunder by at least an additional six months (the “Additional Loan” and together with the Initial Loan, the “Loans”).
  • The Loans will bear interest at a rate of 7.00% per annum provided that in the event that the Loans are paid in full simultaneously with the closing of the Business Combination with the proceeds of an equity issuance of at least $100 million that is consummated on or prior to the closing of the Business Combination (“Permitted Equity Issuance”), the Loans shall bear interest at a rate of 5.00% per annum.
  • Interest is payable quarterly commencing on March 31, 2022.
  • The Note matures on the earlier of December 23, 2022

TRANSACTION

  • The transaction reflects an implied pro forma enterprise value of $850 million for Satellogic, representing a multiple of approximately 1.1x projected revenue of approximately $800 million by 2025.
  • The transaction is expected to result in cash on the balance sheet of up to approximately $274 million, after transaction expenses and debt repayment, through the contribution of up to $250 million of cash held in CFAC V’s trust account (assuming no redemptions by CFAC V’s public stockholders), and a concurrent PIPE offering of $100 million led by SoftBank’s SBLA Advisers Corp. and Cantor Fitzgerald, among other top-tier institutional investors.
  • In connection with the Liberty Investment, PubCo updated its financial projections through December 31, 2025. The updated financial projections reflect PubCo’s changes in current assumptions including:
    • Fewer satellites in orbit due to future enhancements in capability and capacity of the satellites (i.e. fewer satellites required in the constellation to reach weekly and daily remapping of the Earth) and reduced revenue growth.
    • Delayed revenue growth resulting from delayed funding due to a longer-than-anticipated closing of the Business Combination, improved visibility to the immediately addressable market and pipeline, and a generally more conservative view of market penetration by the Company.
    • Reduced cost of goods sold corresponding to the revised constellation and delayed revenue growth resulting in lower anticipated sales commissions partially offset by a higher number of ground station passes and cloud storage resulting from high capture and downlink volumes for accelerated growth of the imagery catalog available for sale.
    • Reduced operating expenses corresponding to revised constellation and revenue growth resulting in lower headcount partially offset by improved visibility associated with operating expenses required to scale the Company.
    • Reduction in capital expenditures driven by lease of high throughput facility versus acquisition, fewer satellites in orbit, and improved costs and payment terms of satellite components.
    • Inclusion of estimated income taxes, including withholding taxes that the Company may be subject to as a result of selling into foreign jurisdictions in which the Company does not have local economic substance under its current contracting model.

satellogic trans overview

PIPE

  • Subsequent Event – On January 18, 2022, Liberty Strategic Capital, a private equity firm founded and led by former Secretary of the Treasury Steven T. Mnuchin,  announced that it has entered into a definitive agreement to invest $150 million in Satellogic, Inc., in connection with its merger involving CF Acquisition Corp. V.  In exchange for its investment, Liberty will receive 20,000,000 Class A ordinary shares of Satellogic at $7.50 per share, as well as 5,000,000 warrants with a strike price of $10 per share and 15,000,000 warrants with a strike price of $15 per share.
  • $100 million led by SoftBank’s SBLA Advisers Corp. and Cantor Fitzgerald, among other top-tier institutional investors.
    • 6,966,770 PubCo Class A Ordinary Shares (as may be decreased by Non-Redeemed Shares as described below, the “Subscriber Committed 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 PIPE Subscription Agreement accounting for approximately $23.2 million of the PIPE Investment.
  • Pursuant to the PIPE Subscription Agreements, if the Adjustment Period VWAP is less than $10.00 per PubCo Class A Ordinary Share, each Subscriber will be entitled to receive, for no additional consideration, a number of additional PubCo Class A Ordinary Shares (the “Additional Shares”) equal to the product of
    • (x) such Subscriber’s Subscriber Committed Shares (as decreased by any Non-Redeemed Shares) plus any Non-Redeemed Shares the Subscriber holds through the Effectiveness Date, multiplied by
    • (y) a fraction,
      • (A) the numerator of which is $10.00 minus the Adjustment Period VWAP and
      • (B) the denominator of which is the Adjustment Period VWAP (provided that if the Adjustment Period VWAP is less than $8.00, it will be deemed to be $8.00 for purposes of the calculation).
  • In addition, Subscribers that elect to subject any PubCo Class A Ordinary Shares they purchase pursuant to their PIPE Subscription Agreement to a lockup commencing on the Closing and expiring on the second anniversary thereof will receive, on 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 Subscriber Committed Shares that they elect to subject to such lock-up.

SPONSOR FORFEITURE

  • At Closing, an amount of PubCo Ordinary Shares equal to 25% of the Aggregate Base Shares of which 5.7% will be Founder Shares of CFAC Holdings V, LLC, and 94.3% will be Merger Consideration Shares receivable by the Company Shareholders (other than holders of Series X Preference Shares), will be set aside in the Sponsor Escrow Account and Company Shareholder Escrow Accounts, respectively (“Forfeiture Escrow Accounts”, and the shares in the Forfeiture Escrow Accounts, the “Forfeiture Escrow Shares”). The Forfeiture Escrow Shares will be held in escrow for the duration of the Adjustment Period.
  • At the end of the Adjustment Period,
    • (i) if the Adjustment Period VWAP is less than $10.00 per PubCo Class A Ordinary Share (such event, a “Forfeiture Event”), an aggregate number of Forfeiture Escrow Shares, calculated as described below, will be forfeited by the Sponsor and the Company Shareholders and cancelled, or
    • (ii) if the Adjustment Period VWAP is equal to or more than $10.00 per PubCo Class A Ordinary Share, then the entire contents of their respective Forfeiture Escrow Accounts will be promptly released by the Escrow Agent to the Sponsor and Company Shareholders.
  • If a Forfeiture Event occurs, the number of Forfeiture Escrow Shares forfeited and cancelled (the “Aggregate Forfeiture Shares”) will be calculated by multiplying
    • (i) the Aggregate Base Shares by
    • (ii) a fraction,
      • (A) the numerator of which is the remainder of $10.00 minus the Adjustment Period VWAP, and
      • (B) the denominator of which is the Adjustment Period VWAP, provided that in the event the Adjustment Period VWAP is less than $8.00, the Adjustment Period VWAP for purposes of this calculation shall be deemed to be $8.00 (i.e., in no event shall the Aggregate Forfeiture Shares exceed 25% of the Aggregate Base Shares).
  • After the Adjustment Period, to the extent that a Forfeiture Event has occurred, the Sponsor and the Company Shareholders will have the right to receive an aggregate number of PubCo Class A Ordinary Shares equal to the Aggregate Forfeiture Shares that have been forfeited in accordance with the applicable Forfeiture Ratios if the closing price of the PubCo Class A Ordinary Shares is at or above $15.00 for ten (10) trading days (which need not be consecutive) over a twenty (20) trading day period at any time during the five year period after the Closing Date.

“Aggregate Base Shares” means the aggregate amount of PubCo Class A Ordinary Shares to be issued to (i) the PIPE Investors pursuant to the PIPE Subscription Agreements (as defined below), (ii) Sponsor pursuant to the Amended and Restated Forward Purchase Contract and (iii) the holders of Company Series X Preference Shares in respect thereof in accordance with the terms of the Merger Agreement.

“Adjustment Period” means the 30-calendar day period ending on (and including) the Effectiveness Date.

“Adjustment Period VWAP” means the volume weighted average price of a PubCo Class A Ordinary Share, as reported on the stock exchange on which the PubCo Class A Ordinary Shares are listed for trading (Nasdaq or NYSE), determined for the trading days that occur during the Adjustment Period (as reported on Bloomberg).

“Effectiveness Date” means the date on which the registration statement registering the resale of the PubCo Ordinary Shares issued pursuant to the PIPE Subscription Agreements is declared effective by the U.S. Securities and Exchange Commission (the “SEC”).

SPONSOR SUPPORT AGREEMENT AND EARNOUT

  • 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 Class B Common Stock (the “Sponsor Earn-Out Shares”) to vesting and potential forfeiture (and related transfer restrictions) after the Closing based on a five year-post-Closing earnout, with
    • (i) one-third of the Sponsor Earn-Out Shares being released if the closing price of PubCo Class A Ordinary Shares exceeds $12.50 for 10 out of any 20 trading days,
    • (ii) one-third of the Sponsor Earn-Out Shares being released if the stock price of PubCo Class A Ordinary Shares exceeds $15.00 for 10 out of any 20 trading days and
    • (iii) one-third of the Sponsor Earn-Out Shares being released if the stock price of PubCo Class A Ordinary Shares exceeds $20.00 for 10 out of any 20 trading days, in each case, subject to early release for release events including a PubCo sale, change of control, going private transaction or delisting after the Closing.

AMENDED FORWARD PURCHASE

  • Sponsor has agreed to purchase 1,250,000 PubCo Class A Ordinary Shares (the “Purchased Shares”) and 333,333 Assumed SPAC Warrants for an aggregate purchase price equal to $10,000,000 immediately prior to the Closing.
  • In the event the Adjustment Period VWAP is less than $10.00 per PubCo Class A Ordinary Share, the Sponsor will be entitled to receive, for no additional consideration, a number of additional PubCo Class A Ordinary Shares equal to the product of
    • (x) up to 1,000,000 of the PubCo Class A Ordinary Shares that the Sponsor purchases pursuant to the Amended and Restated Forward Purchase Contract and holds through the Effectiveness Date, multiplied by
    • (y) a fraction,
      • (A) the numerator of which is $10.00 minus the Adjustment Period VWAP and
      • (B) the denominator of which is the Adjustment Period VWAP (such additional shares, the “FPC Additional Shares”); provided that if the Adjustment Period VWAP is less than $8.00, it will be deemed to be $8.00 for purposes of the calculation (i.e., in no event shall the number of FPC Additional Shares exceed 25% of the number of PubCo Class A Ordinary Shares that Sponsor would otherwise be entitled to receive under the Amended and Restated Forward Purchase Contract).
  • In addition, 250,000 of the Purchased Shares will be locked-up until the earlier to occur of
    • (a) one year after the Closing or
    • (b) the date following the Closing on which PubCo completes a liquidation, merger, share exchange or other similar transaction that results in all of PubCo’s shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property provided that the lock-up will be released on such Purchased Shares if and when the last reported sale price of PubCo Ordinary Shares equals or exceeds $12.00 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 150 days after the Closing; and
  • 1,000,000 of the Purchased Shares and the PubCo Ordinary Shares issuable upon exercise of the Assumed SPAC Warrants will be locked-up until 30 days after the Closing except for transfers to certain permitted transferees (as such term defined in the prospectus for the IPO).

SERIES X PREFERENCE SHARES

  • CF V, PubCo, the Company and certain Company shareholders (the “Series X Shareholders”) entered into the Series X Preference Shareholder Agreement (the “Series X Shareholder Agreement”), which shall be effective at the Closing.
  • In addition, in the event the Adjustment Period VWAP is less than $10.00 per PubCo Class A Ordinary Share, each Series X Shareholder will be entitled to receive a number of additional PubCo Class A Ordinary Shares equal to the product of
    • (x) the number of Series X Shares that such Series X Shareholder holds through the Effectiveness Date, multiplied by
    • (y) a fraction,
      • (A) the numerator of which is $10.00 minus the Adjustment Period VWAP, and
      • (B) the denominator of which is the Adjustment Period VWAP (such additional shares, the “Series X Additional Shares”); provided that in the event the Adjustment Period VWAP is less than $8.00, the Adjustment Period VWAP for purposes of this calculation shall be deemed to be $8.00 (i.e., in no event shall the number of Series X Additional Shares exceed 25% of the number of Series X Shares that such Series X Shareholder holds through the Effectiveness Date).

LOCK-UP

  • The securities held by such Company stockholders will be locked-up 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, for any 20 trading days within any 30-trading day period commencing at least 180 days after the date of the Lock-Up Agreement,
    • (iii) with respect to 25% of the Restricted Securities owned by such Company shareholder, the date on which the closing price of the PubCo Ordinary Shares equals or exceeds $15.00 per share for any 20 trading days within any 30-trading day period commencing at least 180 days after the date hereof, and
    • (iv) subsequent to the Closing, the date on which PubCo consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction after the Closing which results in all of PubCo’s shareholders having the right to exchange their PubCo Ordinary Shares for cash, securities or other property.

NOTABLE CONDITIONS TO CLOSING

  •  The Available Cash being at least $225 million

NOTABLE CONDITIONS TO TERMINATION

  • If the Closing has not occurred on or before February 28, 2022

ADVISORS

  • J.P. Morgan is serving as exclusive financial advisor to Satellogic.
  • Friedman Kaplan Seiler & Adelman LLP and Greenberg Traurig LLP serving as legal counsel to Satellogic.
  • Cantor Fitzgerald & Co. is serving as financial advisor and capital markets advisor to CFAC V as well as placement agent on the PIPE
  • Hughes Hubbard & Reed LLP serving as legal counsel to CFAC V.

MANAGEMENT & BOARD

Executive Officers

Howard W. Lutnick, 59
Chairman and Chief Executive Officer

Mr. Lutnick is also the Chairman, President and Chief Executive Officer of Cantor. Mr. Lutnick joined Cantor in 1983 and has served as President and Chief Executive Officer of Cantor since 1992 and as Chairman since 1996. Mr. Lutnick’s company, CF Group Management, Inc. (“CFGM”), is the managing general partner of Cantor. Mr. Lutnick is also the Chairman of the Board of Directors of BGC Partners, Inc. and its Chief Executive Officer, positions in which he has served from June 1999 to the present. In addition, Mr. Lutnick has served as Chairman of Newmark Group, Inc. since 2016. Mr. Lutnick also served as the Chairman and Chief Executive Officer of Cantor SPAC I, from October 2015 until consummation of its business combination with GCM Grosvenor in November 2020. Mr. Lutnick also serves as the Chairman and Chief Executive Officer of Cantor SPAC II since September 2019, Cantor SPAC III since March 2016 and Cantor SPAC IV since January 2020. Mr. Lutnick is a member of the Board of Directors of the Fisher Center for Alzheimer’s Research Foundation at Rockefeller University, the Board of Directors of the Horace Mann School, the Board of Directors of the National September 11th Memorial & Museum, the Board of Directors of the Partnership for New York City, and the Board of Overseers of The Hoover Institution. In addition, Mr. Lutnick has served as Chairman and Chief Executive Officer of each of Cantor Fitzgerald Income Trust, Inc. (formerly known as Rodin Global Property Trust, Inc.) and Rodin Income Trust, Inc. since February 2017 and as President of Rodin Income Trust, Inc. since January 2018.

Anshu Jain, 58
President and Director

Mr. Jain will serve as a member of our board of directors on the effective date of the registration statement of which this prospectus is a part. Mr. Jain is also the President of Cantor, a position he has held since January 2017. Mr. Jain directs strategy, vision and operational foundation across Cantor’s businesses. Mr. Jain also served as the President of Cantor SPAC I, from January 2018, and a director of Cantor SPAC I from December 2018, until in each case consummation of its business combination with GCM Grosvenor in November 2020. Mr. Jain also serves as the President of Cantor SPAC II, since September 2019, and a director of Cantor SPAC II since August 2020, as the President of Cantor SPAC III, since March 2020 and a director of Cantor SPAC III since November 2020 and as the President of Cantor SPAC IV since September 2020 and a director of Cantor SPAC IV since December 2020. Mr. Jain was Co-CEO of Deutsche Bank from June 2012 to June 2015. Between February 2016 and March 2017, Mr. Jain was an advisor to Social Finance Inc. and consultant to Deutsche Bank from July 2015 to January 2016. He was also a member of Deutsche Bank’s Management Board from 2009 to 2015 and Deutsche Bank’s Group Executive Committee from 2002 to 2015 and previously led Deutsche Bank’s team advising the UK Treasury on financial stability. Mr. Jain joined Deutsche Bank from Merrill Lynch in 1995. Mr. Jain sat on the Board of Directors of the Institute of International Finance from 2012 to 2015 and previously was a member of the Financial Services Forum and served on the International Advisory Panel of the Monetary Authority of Singapore. Mr. Jain is a trustee of Chance to Shine, a leading UK based sports charity whose mission is to spread the power of cricket throughout schools and communities. Mr. Jain also serves on the MIT Sloan Finance Group Advisory Board. Mr. Jain received his Bachelor’s degree in Economics, with honors, from the University of Delhi and his MBA in Finance, Beta Gamma Sigma, from the University of Massachusetts Amherst.

Alice Chan, 40 [Resigned 7/5/21]
Chief Financial Officer and Director

Ms. Chan will serve as a member of our board of directors on the effective date of the registration statement of which this prospectus is a part. Ms. Chan joined Cantor in March 2015 and has served as the Global Controller and Managing Director since March 2019. In this position, Ms. Chan oversees a range of financial functions for Cantor and its affiliates, most notably financial reporting, consolidations, new accounting standard implementations, corporate accounting, and process enhancements. In addition, Ms. Chan has been the Chief Financial Officer of Fintan Master Fund Ltd and the Chief Financial Officer of Fintan Investments Ltd since January 2019. Prior to joining Cantor, Ms. Chan worked at Goldman Sachs for approximately 10 years, focusing on broker dealers’ financial and regulatory reporting, and bank financial reporting. Ms. Chan holds Series 27 and 99 licenses. She received a B.S. in Finance from Pace University and a M.S. in Accounting from St. John’s University.

Jane Novak, 56 [Appointed 7/8/21]
Interim Chief Financial Officer

Ms. Novak joined Cantor Fitzgerald, L.P. (“Cantor”) in October 2017 and since then, has served as Cantor’s Global Head of Accounting Policy. In this role, Ms. Novak provides guidance to Cantor and its affiliates on complex accounting matters, including, among other things, compliance with US GAAP, IFRS, and SEC pronouncements, establishing formal accounting policies, reviewing SEC filings, leading new accounting standards implementation and monitoring standard-setting activities. Prior to joining Cantor, Ms. Novak worked for a number of financial services institutions over the prior 20 years, holding accounting policy, financial reporting and SEC reporting positions of progressive responsibility. Ms. Novak began her career in the audit practice at Deloitte’s New York office, serving financial services clients. Ms. Novak graduated summa cum laude from Brooklyn College, CUNY, with a B.S. in Accounting. Ms. Novak holds an active CPA license from the State of New York and is a member of the American Institute of Certified Public Accountants.

Board of Directors

Natasha Cornstein, 46
Director

Ms. Cornstein has extensive executive and management experience in operations, marketing and communications encompassing strategic planning, creative development, public relations and corporate communications, interactive marketing, media planning and buying, and database /direct-marketing. Since January 2015, Ms. Cornstein has served as the Chief Executive Officer of Blushington, LLC, a multi-door beauty services and retail business. She led the national expansion of the brand and their pivot from a brick and mortar beauty services business to a technology driven beauty education platform. Ms. Cornstein is a passionate advocate for nurturing women in business and was recently named as a Beauty United Mentor for women of color. In 2020, she was named to the Glossy 50 list of the top 50 executives in the beauty industry in their leadership category. From 2012 to 2014, Ms. Cornstein served as Director of Brand Management for CIRCA , where she led the company’s re-branding initiatives across traditional and digital platforms and served as the brand’s spokesperson during their international expansion. Prior to that, from 2003 to 2012, Ms. Cornstein served as Vice President of Client Services and Media Relations at Pinnacle Management Corp, a boutique athlete representation firm specializing in NBA and international basketball players. Ms. Cornstein is the Founder of the Beauty & Wellness Forum that brought together 100+ CEOs of beauty & wellness companies to collaborate during COVID-19, and is also the Co-founder of the Courts of Dreams Foundation, a non-profit organization dedicated to restoring outdoor basketball courts in underserved neighborhoods in New York City. Ms. Cornstein is a graduate of the CORO Fellows program in Public Affairs and earned a B.A. in Latin American Studies from Washington University in St. Louis.

Louis Zurita, 60
Director

Mr. Zurita has over 30 years of experience owning, operating, acquiring, and developing commercial and residential real estate in the United States and the Caribbean. Mr. Zurita is an active investor in the real estate market and currently serves as the managing member of a number of real estate investment vehicle companies. Mr. Zurita was also the Co-founder and Chief Executive Officer of Viagrupo.com, a leading e-commerce platform in the Dominican Republic, from May 2011 until March 2020. In addition, Mr. Zurita has been a board member of Remate Lince S.A.P.I. de C.V. since 2017 and has been a director of Cantor SPAC IV since December 2020. Previously, Mr. Zurita was a board member for Cantor Futures Exchange L.P. (“Cantor Exchange”) from December 2016 to August 2020 and the Chairman of the Regulatory Oversight Committee of Cantor Exchange from February 2018 until August 2020. Mr. Zurita has been an adviser for Columbia University graduate students in the Operations Research department on real estate projects utilizing deep learning and machine learning techniques since January 2019. He received his MBA from Columbia University, an MS in Dynamics of Organization from the University of Pennsylvania and a B.Arch from Pratt Institute School of Architecture.

Steven Bisgay, 54 [Appointed 7/8/21]
Director

Mr. Bisgay is currently the Chief Financial Officer of BGC Partners, Inc. (“BGC”), a position he has held since January 2020. Mr. Bisgay joined Cantor in February 2015. From that time until August 2020, and from January 2021 to present, Mr. Bisgay served as the Chief Financial Officer of Cantor. Mr. Bisgay continues to oversee overlapping functions of BGC’s and Cantor’s businesses such as bondholder, lender, and rating agency relations. Mr. Bisgay also held various offices at and provided services to other affiliates of Cantor until December 2019, including as the Chief Financial Officer of CF Finance Acquisition Corp. (“Cantor SPAC I”) from October 2015 and as a director of Cantor SPAC I from December 2018, and as a director, Chief Financial Officer and Treasurer of two publicly non-traded REITs, Rodin Income Trust, Inc. and Cantor Fitzgerald Income Trust, Inc. (formerly known as Rodin Global Property Trust, Inc.), beginning in 2016. Prior to his time at Cantor, Mr. Bisgay was Chief Financial Officer at KCG Holdings, Inc., a market-making firm focused on client trading solutions, liquidity services and market-making technologies, after serving as Chief Financial Officer and Chief Operating Officer, Head of Business Development, Group Controller, and Director of Internal Audit at Knight Capital Group, Inc. and as a Senior Manager at PricewaterhouseCoopers, LLP. Mr. Bisgay received a B.S. in Accounting from Binghamton University and a M.B.A. from Columbia University. Mr. Bisgay also is registered with FINRA, holds a Series 27 Financial and Operations Principal license and is a Certified Public Accountant.

 

ByMatt Cianci