ENDE ACQU Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
Business Combination and Consideration
On
At the effective time of the Business Combination (the "Effective Time"),
(i) each Class A ordinary share of Endurance, par value
Prior to the Effective Time, each preferred share of SatixFy will be converted
into one ordinary share of SatixFy. Immediately following such preferred share
conversion but prior to the Effective Time, each issued and outstanding ordinary
share of SatixFy will be converted into a number of SatixFy ordinary shares (the
"Pre-Closing Recapitalization") determined by multiplying each then issued and
outstanding ordinary share by the quotient of (a) the Adjusted Equity Value Per
Share and (b)
Prior to the execution of the Business Combination Agreement, SatixFy entered
into a credit facility pursuant to which SatixFy borrowed
Further, prior to the execution of the Business Combination Agreement, SatixFy
entered into an equity line of credit purchase agreement and related
registration rights agreement with
SatixFy's ordinary shares and warrants to be received by
The Business Combination and related transactions contemplated by the Business Combination Agreement (collectively, the "Transactions") are expected to be consummated in the second half of 2022, subject to the respective prior approvals of the shareholders of Endurance and the ordinary and preferred shareholders of SatixFy, and the fulfillment of certain other conditions as described in the Business Combination Agreement.
Immediately following the Effective Time, SatixFy will issue 27,000,000 price adjustment shares (the "Price Adjustment Shares") to certain members of SatixFy's management and 500,000 Price Adjustment Shares to the Sponsor. The Price Adjustment Shares vest at three price adjustment achievement dates as follows:
? One-third of the Price Adjustment Shares will vest if at any time 150 days
after closing and within the 10 year period following the closing, the volume
weighted average price ("the VWAP") of SatixFy's ordinary shares is greater
than or equal to
consecutive trading days.
? One-third of the Price Adjustment Shares will vest if at any time 150 days
after closing and within the 10 year period following the closing, the VWAP of
SatixFy's ordinary shares is greater than or equal to
days within a period of 30 consecutive trading days.
? One-third of the Price Adjustment Shares will vest if at any time 150 days
after closing and within the 10 year period following the closing, the VWAP of
SatixFy's ordinary shares is greater than or equal to
days within a period of 30 consecutive trading days.
After the consummation of the Transactions, the size of the board of directors of SatixFy will initially have a minimum of three and maximum of nine members, divided into three classes, with one member being designated by the Sponsor. In the event of a SatixFy change in control transaction within five years following the closing of the Business Combination, all of the unvested Price Adjustment Shares not earlier vested will vest immediately prior to the closing of such change in control.
Representations and Warranties
The Business Combination Agreement contains representations and warranties of the parties, as applicable, relating to, among other things, organization and qualification; capitalization; the authorization, performance and enforceability of the Business Combination Agreement; financial statements; absence of undisclosed liabilities; consents and governmental approvals; permits; material contracts; absence of changes; litigation; compliance with applicable laws; employee plans; environmental matters; intellectual property; suppliers and customers; privacy and data security; labor matters; insurance; tax matters; brokers; real and personal property; transactions with affiliates; compliance with international trade and anti-corruption laws; the PIPE Financing; and Equity Line of Credit; and governmental grants.
The representations and warranties of the parties contained in the Business Combination Agreement will terminate and be of no further force and effect at the Effective Time, except for certain limited representations and warranties of each of Endurance and SatixFy.
Covenants
The Business Combination Agreement includes customary covenants of the parties
with respect to business operations prior to consummation of the Transactions
and efforts to satisfy conditions to the consummation of the Transactions. Under
the interim operating covenants, SatixFy has the right to raise additional funds
through the issuance of
Conditions to Closing
The consummation of the Transactions is subject to customary closing conditions for special purpose acquisition companies, including, among others, that:
? no enacted or promulgated law or order enjoins or prohibits the
consummation of the Transactions;
? the Registration Statement shall have become effective in accordance with
the provisions of the Securities Act of 1933, as amended ("Securities
Act"), no stop order shall have been issued by the SEC that remains in
effect with respect to the Registration Statement, and no proceeding
seeking such a stop order shall have been threatened or initiated by the
SEC which remains pending;
? the requisite approval of SatixFy's preferred and ordinary shareholders,
SatixFy Shareholders Consents and Waivers and Consent to Shareholders
Agreement Termination shall have been obtained;
? the requisite approval of Endurance's stockholders shall have been obtained;
? Endurance has at least
Item 7.01 Regulation FD Disclosure.
On
Furnished herewith as Exhibit 99.2 and incorporated into this Item 7.01 by
reference is an investor presentation that was used by SatixFy in connection
with the sale of SatixFy units to the to the
The information set forth under this Item 7.01, including the exhibits attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
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 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 PROPOSED TRANSACTION PURSUANT TO WHICH ANY SECURITIES ARE TO BE OFFERED 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† Business Combination Agreement, dated as ofMarch 8, 2022 , by and amongEndurance Acquisition Corp. ,SatixFy MS and SatixFy Communications Ltd. 10.1 Amended and Restated Shareholders' Agreement, dated as ofMarch 8, 2022 , by and amongSatixFy Communications Ltd. and the investors named on the signature pages thereto. 10.2 Sponsor Letter Agreement, dated as ofMarch 8, 2022 , by and amongEndurance Antarctica Partners, LLC ,Endurance Acquisition Corp. andSatixFy Communications Ltd. 10.3 Form of SatixFy Transaction Support Agreements, dated as ofMarch 8, 2022 , by and amongEndurance Acquisition Corp. ,SatixFy Communications Ltd. and the certain shareholders ofSatixFy Communications Ltd. named on the signature pages thereto. 10.4 Form of Unit Subscription Agreements, dated as ofMarch 8, 2022 , by and amongEndurance Antarctica Partners, LLC ,Endurance Acquisition Corp. ,SatixFy Communications Ltd. and certain investors. 10.5 Form of PIPE Warrant Agreement. 10.6 Form of SatixFy Warrant Assumption Agreement. 10.7 Amended and Restated Registration Rights Agreement, dated as ofMarch 8, 2022 , by and amongEndurance Acquisition Corp. ,Endurance Antarctica Partners, LLC andCantor Fitzgerald & Co. 99.1 Press Release, dated as ofMarch 8, 2022 . 99.2 Investor Presentation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
† Certain schedules and exhibits to this Exhibit have been omitted pursuant to
Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplemental
copies of all omitted exhibits and schedules to the Securities and Exchange
Commission upon its request.
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