Item 8.01 Other Events.
On
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 joint proxy
statement/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 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, the ability of the combined
company to grow and manage growth profitably, maintain relationships with
customers and retain its management and key employees and the execution of the
CEO transition plan; 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 99.1 Press Release datedApril 10, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
© Edgar Online, source