Item 8.01 Other Events.
On March 8, 2022, Endurance Acquisition Corp. ("Endurance") announced a proposed
business combination with SatixFy Communications Ltd. ("SatixFy"). On June 23,
2022, SatixFy announced that it has appointed David Ripstein as its Chief
Executive Officer, effective June 27, 2022, to succeed Yoav Leibovitch,
SatixFy's Co-Founder, Chairman, Interim CEO and CFO, who will continue as
SatixFy's Chairman and CFO.
On June 23, 2022, SatixFy issued a press release, a copy of which is attached
hereto as Exhibit 99.1 and incorporated by reference herein.
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 SEC which will include
preliminary and definitive proxy statements to be distributed to Endurance's
shareholders in connection with Endurance's solicitation for proxies for the
vote by Endurance's shareholders in connection with the proposed business
combination and other matters as described in the Registration Statement, as
well as the prospectus relating to the offer of the securities to be issued to
SatixFy's and Endurance's shareholders in connection with the completion of the
proposed business combination. After the Registration Statement has been filed
and declared effective, Endurance will mail a definitive proxy statement and
other relevant documents to its shareholders as of the record date established
for voting on the proposed business combination. Endurance's shareholders and
other interested persons are advised to read, once available, the preliminary
proxy statement / prospectus and any amendments thereto and, once available, the
definitive proxy statement / prospectus, in connection with Endurance's
solicitation of proxies for its extraordinary general meeting of shareholders to
be held to approve, among other things, the proposed business combination,
because these documents will contain important information about Endurance,
SatixFy and the proposed business combination. Shareholders may also obtain a
copy of the preliminary or definitive proxy statement, once available, as well
as other documents filed with the SEC regarding the proposed business
combination and other documents filed with the SEC by Endurance, without charge,
at the SEC's website located at www.sec.gov or by directing a request to
Endurance Acquisition Corp., 630 Fifth Avenue, 20th Floor, New York, NY 10111.
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 Israel and governed by Israeli law; and those factors
discussed in Endurance's final prospectus dated September 14, 2021 and Annual
Report on Form 10-K for the fiscal year ended December 31, 2021, in each case,
under the heading "Risk Factors," and other documents of Endurance filed, or to
be filed, with the SEC. If any of these risks materialize or our assumptions
prove incorrect, actual results could differ materially from the results implied
by these forward-looking statements. There may be additional risks that neither
SatixFy nor Endurance presently know or that SatixFy and Endurance currently
believe are immaterial that could also cause actual results to differ from those
contained in the forward-looking statements. In addition, forward-looking
statements reflect SatixFy's and Endurance's expectations, plans or forecasts of
future events and views as of the date of this Current Report on Form 8-K.
SatixFy and Endurance anticipate that subsequent events and developments will
cause SatixFy's and Endurance's assessments to change. However, while SatixFy
and Endurance may elect to update these forward-looking statements at some point
in the future, SatixFy and Endurance specifically disclaim any obligation to do
so. These forward-looking statements should not be relied upon as representing
SatixFy's and Endurance's assessments as of any date subsequent to the date of
this Current Report on Form 8-K. Accordingly, undue reliance should not be
placed upon the forward-looking statements. These forward-looking statements
should not be relied upon as representing SatixFy's and Endurance's assessments
as of any date subsequent to the date of this Current Report on Form 8-K.
Accordingly, undue reliance should not be placed upon the forward-looking
statements.
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 SEC rules, be deemed to
be participants in the solicitations of proxies from Endurance's shareholders in
connection with the proposed business combination. Information regarding the
persons who may, under SEC rules, be deemed participants in the solicitation of
Endurance's shareholders in connection with the proposed business combination
will be set forth in Endurance's proxy statement / prospectus when it is filed
with the SEC. You can find more information about Endurance's directors and
executive officers in Endurance's final prospectus dated September 14, 2021 and
Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
Additional information regarding the participants in the proxy solicitation and
a description of their direct and indirect interests will be included in the
proxy statement / prospectus when it becomes available. Shareholders, potential
investors and other interested persons should read the proxy statement /
prospectus carefully when it becomes available before making any voting or
investment decisions. You may obtain free copies of these documents from the
sources indicated above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
99.1 Press Release dated June 23, 2022.
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