Item 1.01 Entry into a Material Definitive Agreement.
Amendment No. 2 to the Business Combination Agreement
On August 23, 2022, Endurance Acquisition Corp., a Cayman Islands exempted
company ("Endurance"), entered into Amendment No. 2 (the "Second BCA Amendment")
to the previously disclosed Business Combination Agreement (as it may be
amended, supplemented or otherwise modified from time to time, the "Business
Combination Agreement"), dated March 8, 2022, by and among Endurance, SatixFy
Communications Ltd., a limited liability company organized under the laws of the
State of Israel ("SatixFy"), and SatixFy MS, a Cayman Islands exempted company
and a direct, wholly owned subsidiary of SatixFy ("Merger Sub"). Pursuant to the
Business Combination Agreement, as further described in the Current Report on
Form 8-K filed by Endurance with the Securities and Exchange Commission (the
"SEC") on March 8, 2022 and attached thereto as Exhibit 2.1, at the Effective
Time, Merger Sub will merge with and into Endurance (the "Business
Combination"), with Endurance surviving the Business Combination as a wholly
owned subsidiary of SatixFy. Capitalized terms used herein but not defined shall
have the meanings assigned to them in the Business Combination Agreement.
Pursuant to the Second BCA Amendment, Endurance, SatixFy and Merger Sub have
agreed to (i) reduce the equity value of SatixFy to $365 million, (ii) clarify
that the Price Adjustment Shares may be transferred by an individual pursuant to
a testamentary disposition or qualified domestic relations order, (iii) remove
the condition to closing that Aggregate Transaction Proceeds shall be equal to
or greater than $115 million and (iv) amend the termination provisions to remove
the automatic extension that permitted the parties to extend the Termination
Date to November 7, 2022 in the circumstances provided for therein and amend the
Termination Date to November 7, 2022.
The foregoing description of the Second BCA Amendment does not purport to be
complete and is qualified in its entirety by the full text of the Second BCA
Amendment, which is attached hereto as Exhibit 2.1 and is incorporated herein by
reference.
Amendment No. 2 to the Sponsor Letter Agreement
Concurrently with the execution of the Business Combination Agreement, Endurance
Antarctica Partners, LLC, a Cayman Islands limited liability company (the
"Sponsor"), entered into a letter agreement (the "Sponsor Letter Agreement") in
favor of SatixFy and Endurance, as further described in the Current Report on
Form 8-K filed by Endurance with the SEC on March 8, 2022 and attached thereto
as Exhibit 10.2.
On August 23, 2022, the Sponsor, Endurance, and SatixFy entered into Amendment
No. 2 (the "Second Sponsor Letter Amendment") to the Sponsor Letter Agreement,
which amended the Sponsor Letter Agreement to provide that the Sponsor will
forfeit 800,000 SPAC Class B Shares contingent upon the Closing, and adjusts the
vesting and forfeiture provisions applicable to the Unvested Sponsor Interests
(as defined in the Second Sponsor Letter Amendment).
The foregoing description of the Second Sponsor Letter Amendment does not
purport to be complete and is qualified in its entirety by the full text of the
Second Sponsor Letter Amendment, which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
2.1 Amendment No. 2 to the Business Combination Agreement, dated August
23, 2022, by and among Endurance Acquisition Corp., SatixFy MS and
SatixFy Communications Ltd.
10.1 Amendment No. 2 to the Sponsor Letter Agreement, dated as of August
23, 2022, by and among Endurance Antarctica Partners, LLC, Endurance
Acquisition Corp. and SatixFy Communications Ltd.
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