Item 1.01 Entry into a Material Definitive Agreement.
Amendment No. 1 to the Business Combination Agreement
On
Pursuant to the BCA Amendment, Endurance, SatixFy and Merger Sub have agreed to
(1) change the earliest date upon which the VWAP measurements may be taken for
determining the vesting of the Price Adjustment Shares from 150 days after the
Closing to 30 days after the date on which the resale registration statement
covering the securities issued to the Subscribers of the PIPE Financing is
declared effective and (2) allow for up to
The foregoing description of the BCA Amendment does not purport to be complete and is qualified in its entirety by the full text of the BCA Amendment, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Amendment No. 1 to the Sponsor Letter Agreement
Concurrently with the execution of the Business Combination Agreement,
On
The foregoing description of the Sponsor Letter Amendment does not purport to be complete and is qualified in its entirety by the full text of the Sponsor Letter Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Important Information About the Proposed Transaction and Where to Find It
The proposed business combination will be submitted to shareholders of Endurance
for their consideration. SatixFy intends to file a registration statement on
Form F-4 (the "Registration Statement") with the
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as "estimate," "plan," "project," "forecast," "intend,"
"will," "expect," "anticipate," "believe," "seek," "target" or other similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These statements are based on various
assumptions, whether or not identified in this Current Report on Form 8-K, and
on the current expectations of SatixFy's and Endurance's management and are not
predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. 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 SatixFy and Endurance. These
forward-looking statements are subject to a number of risks and uncertainties,
including the occurrence of any event, change or other circumstances that could
give rise to the termination of the proposed business combination; the outcome
of any legal proceedings that may be instituted against SatixFy or Endurance,
the combined company or others following the announcement of the proposed
business combination; the inability to complete the proposed business
combination due to the failure to obtain approval of the shareholders of SatixFy
or Endurance or to satisfy other conditions to closing; changes to the proposed
structure of the proposed business combination that may be required or
appropriate as a result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the proposed business combination; the ability
to meet stock exchange listing standards following the consummation of the
proposed business combination; the risk that the proposed business combination
disrupts current plans and operations of SatixFy as a result of the announcement
and consummation of the proposed business combination; the ability to recognize
the anticipated benefits of the proposed business combination, which may be
affected by, among other things, competition and the ability of the combined
company to grow and manage growth profitably, maintain relationships with
customers and retain its management and key employees; costs related to the
proposed business combination; changes in applicable laws or regulations;
SatixFy's estimates of expenses and profitability and underlying assumptions
with respect to shareholder redemptions and purchase price and other
adjustments; any downturn or volatility in economic conditions; the effects of
COVID-19 or other epidemics; changes in the competitive environment affecting
SatixFy or its customers, including SatixFy's inability to introduce new
products or technologies; the impact of pricing pressure and erosion; supply
chain risks; risks to SatixFy's ability to protect its intellectual property and
avoid infringement by others, or claims of infringement against SatixFy; the
possibility that SatixFy or Endurance may be adversely affected by other
economic, business and/or competitive factors; SatixFy's estimates of its
financial performance; risks related to the fact that SatixFy is incorporated in
No Offer or Solicitation
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Participants in Solicitation
Endurance, SatixFy and certain of their respective directors, executive officers
and other members of management and employees may, under
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit Description 2.1 Amendment No. 1 to the Business Combination Agreement, datedJune 13, 2022 , by and amongEndurance Acquisition Corp. ,SatixFy MS and SatixFy Communications Ltd. 10.1 Amendment No. 1 to the Sponsor Letter Agreement, dated as ofJune 13, 2022 , by and amongEndurance Antarctica Partners, LLC ,Endurance Acquisition Corp. andSatixFy Communications Ltd. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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