Filed
by SatixFy Communications Ltd. / Endurance Acquisition Corp.
pursuant
to Rule 425 under the Securities Act of 1933
and deemed
filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934
Subject
Company: Endurance Acquisition Corp.
Commission
File No. 001-40810
Date:
August 23, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): August 23, 2022
Endurance Acquisition Corp.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
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001-40810 |
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98-1599901 |
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(State or other jurisdiction of
incorporation or organization) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
630 Fifth Avenue, 20th Floor
New York, NY 10111
(Address of principal executive offices, including
zip code)
Registrant’s
telephone number, including area code: (646) 585-8975
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
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Trading
Symbol(s) |
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Name of each exchange
on which registered |
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| Units,
each consisting of one Class A ordinary share and one-half of one redeemable Warrant |
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EDNCU |
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The Nasdaq Stock Market LLC |
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| Class
A ordinary shares, par value $0.0001 per share |
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EDNC |
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The Nasdaq Stock Market LLC |
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| Warrants,
each exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
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EDNCW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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:
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Endurance Acquisition Corp. |
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By: |
/s/ Richard C. Davis |
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Richard C. Davis |
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Chief Executive Officer |
Dated: August 23, 2022
Exhibit 2.1
AMENDMENT NO. 2
to
Business
Combination Agreement
This Amendment No. 2 to
the Business Combination Agreement (this “Amendment”) is made as of August 23, 2022, by and among Endurance
Acquisition Corp., a Cayman Islands exempted company (“SPAC”), SatixFy Communications Ltd., a limited liability
company organized under the laws of the State of Israel (the “Company”), and SatixFy MS, a Cayman Islands
exempted company and a direct, wholly owned subsidiary of the Company (“Merger Sub”). Capitalized terms used, but
not otherwise defined herein, shall have the meaning given to them in the BCA (as defined below).
WHEREAS,
on March 8, 2022, SPAC, the Company and Merger Sub entered into that certain Business Combination Agreement (as amended, amended and restated,
supplemented or otherwise modified from time to time in accordance with its terms, the “BCA”);
WHEREAS,
pursuant to Section 8.3 of the BCA, the BCA may be amended or modified only by a duly authorized agreement in writing executed by each
of the Parties in the same manner as the BCA and which makes reference to the BCA;
WHEREAS,
each of SPAC, the Company and Merger Sub agree that the conditions to the Closing set forth in Section 6.1(b), Section 6.1(d) and Section
6.1(f) of the BCA will not be satisfied as of the Termination Date and desire to amend Section 7.1(d) of the BCA to exercise the right
to extend the Termination Date to November 7, 2022; and
WHEREAS,
each of SPAC, the Company and Merger Sub desire to amend certain other provisions of the BCA on the terms set forth in this Amendment.
NOW,
THEREFORE, in consideration for the mutual promises made herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, SPAC, the Company and Merger Sub hereby agree to amend the BCA as follows:
1.
Amendments. The following Sections of the BCA are hereby amended as set forth below (with certain changes shown in blackline
form, with bold and underlined text representing additions and bold
and struck through text representing deletions):
(a)
Section 1.1. Section 1.1 of the BCA is hereby amended as follows:
(i)
The definition of “Equity Value” is hereby amended and restated in its entirety to read: “means $365,000,000.”
(ii)
The definition of “Aggregate Transaction Proceeds” is hereby amended and restated in its entirety to read: “has
the meaning set forth in the Sponsor Letter Agreement.”
(b)
Section 2.10(h). The second sentence of Section 2.10(h) of the BCA is hereby amended as follows:
“(h) No
Price Adjustment Participant may Transfer any Price Adjustment Shares before such Price Adjustment Shares becomes vested (if at all) pursuant
to this Section 2.10; provided, however, that if such Price Adjustment Participant is an individual, then such Price
Adjustment Participant may transfer his or her Price Adjustment Shares, whether vested or not (i) by testamentary disposition by virtue
of laws of descent and distribution upon death of the individual, (ii) pursuant to a qualified domestic relations order or (iii) by transfer
to a member of such Price Adjustment Participant’s immediate family or to a trust, the beneficiary of which is such Price Adjustment
Participant or a member of such Price Adjustment Participant’s immediate family, heirs or an affiliate thereof of such Price Adjustment
Participant.”
(c)
Section 5.3(c). Section 5.3(c) of the BCA is hereby amended as follows:
“(c) From
and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its
terms, upon reasonable advance written notice, SPAC shall provide, or cause to be provided, to the Company and, subject to execution and
delivery of a confidentiality agreement in a customary form, its Representatives (i) during normal business hours reasonable access
to the directors, officers, books and records of SPAC (in a manner so as to not interfere with the normal business operations of SPAC)
and (ii) information that is reasonably necessary for the Company to calculate the SPAC Expenses and
Aggregate Transaction Proceeds. Notwithstanding the foregoing, SPAC shall not be required to provide, or cause to
be provided to, the Company or any of its Representatives any Evaluation Material.”
(d)
Section 6.3(c). Section 6.3(c) of the BCA is hereby amended as follows:
“(c) the
Aggregate Transaction Proceeds shall be equal to or greater than $115,000,000. [Reserved.]”
(e)
Section 7.1(d). Section 7.1(d) of the BCA is hereby amended as follows:
“(d) by
written notice by either SPAC or the Company to the other Parties, if the transactions contemplated by this Agreement shall not have been
consummated on or prior to Spetember November 7, 2022 (the “Termination Date”);
provided, that either SPAC or the Company shall have the right, upon written notice to the other
Parties before the Termination Date, to extend the Termination Date to November 7, 2022 if all conditions to the Closing listed in Article
VI have been satisfied, other than the conditions set forth in Section 6.1(b), Section
6.1(d), Section 6.1(f) and those conditions that are only capable of being
satisfied at Closing; provided further,
that (i) the right to terminate this Agreement pursuant to this Section 7.1(d) shall not be available to SPAC if SPAC’s breach
of any of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated
by this Agreement on or before the Termination Date, and (ii) the right to terminate this Agreement pursuant to this Section
7.1(d) shall not be available to the Company if either Company Party’s breach of its covenants or obligations under this Agreement
shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date,
and (iii) the right to extend the Termination Date pursuant to this Section 7.1(d) shall not
be available to any Party who is then in breach of its covenants or obligations under this Agreement;”
2.
Effect of Amendments and Modifications. Except as expressly amended hereby, the BCA shall remain unaltered and in full force
and effect and the respective terms, conditions or covenants thereof are hereby in all respects confirmed. Whenever the BCA is referred
to in any agreement, document or other instrument, such reference will be to the BCA as amended by this Amendment. For
the avoidance of doubt, each reference in the BCA, as amended hereby, to “the date hereof”, the “date of this Agreement”
and derivations thereof and other similar phrases shall continue to refer to March 8, 2022.
3.
Miscellaneous. Sections 8.5, 8.7, 8.10, 8.11, 8.15 and 8.16 of the BCA are incorporated herein by reference, mutatis
mutandis.
[Signature Pages Follow]
IN WITNESS WHEREOF, each of the Parties has caused
this Business Combination Agreement to be duly executed on its behalf as of the day and year first above written.
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ENDURANCE ACQUISITION CORP. |
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By: |
/s/ Richard Davis |
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Name: |
Richard Davis |
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Title: |
Chief Executive Officer |
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[Signature Page to Amendment No. 2 to the Business Combination Agreement]
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SATIXFY MS |
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By: |
/s/ Yoav Leibovitch |
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Name: |
Yoav Leibovitch |
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Title: |
Chief Financial Officer |
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SATIXFY COMMUNICATIONS LTD. |
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By: |
/s/ Yoav Leibovitch |
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Name: |
Yoav Leibovitch |
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Title: |
Chief Financial Officer |
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[Signature Page to Amendment No. 2 to the Business Combination Agreement]
Exhibit 10.1
AMENDMENT NO. 2
to
SPONSOR
LETTER Agreement
This Amendment No. 2 to
the Sponsor Letter Agreement (this “Amendment”) is made as of August 23, 2022, by and among Endurance Antarctica
Partners, LLC, a Cayman Islands limited liability company (the “Sponsor”), Endurance Acquisition Corp., a Cayman
Islands exempted company (the “SPAC”), and SatixFy Communications Ltd., a limited liability company organized
under the laws of the State of Israel (the “Company”). Capitalized terms used, but not otherwise defined herein,
shall have the meaning given to them in the BCA (as defined below).
WHEREAS,
on March 8, 2022, the SPAC, the Company and certain other Persons entered into that certain Business Combination Agreement (as amended,
amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “BCA”);
WHEREAS,
contemporaneously with the execution and delivery of the BCA, the Sponsor, the SPAC and the Company entered into that certain Sponsor
Letter Agreement dated March 8, 2022 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance
with its terms, the “Sponsor Letter Agreement”);
WHEREAS,
pursuant to Section 15 of the Sponsor Letter Agreement, which incorporates by reference Section 8.3 of the BCA, mutatis mutandis,
the Sponsor Letter Agreement may be amended or modified only by a duly authorized agreement in writing executed by each of the Parties
in the same manner as the Sponsor Letter Agreement and which makes reference to the Sponsor Letter Agreement; and
WHEREAS,
each of each of the Sponsor, the SPAC and the Company desire to amend the Sponsor Letter Agreement on the terms set forth in this Amendment.
NOW,
THEREFORE, in consideration for the mutual promises made herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Sponsor, the SPAC and the Company hereby agree to amend the Sponsor Letter Agreement
as follows:
1.
Amendment to Section 4 of the Sponsor Letter Agreement. Section 4 of the Sponsor Letter Agreement is hereby amended and
restated in its entirety to read:
“4. Forfeiture
and Vesting. Notwithstanding anything to the contrary in the Business Combination Agreement, the Sponsor hereby agrees to the following:
(a)
As of immediately prior to the Effective Time, but conditioned upon the Closing, Sponsor shall irrevocably forfeit and surrender to the
Company, for no consideration, 800,000 Sponsor Shares, which surrendered Sponsor Shares shall thereupon be cancelled by the Company and
no longer be outstanding.
(b)
If the Aggregate Transaction Proceeds at the Closing Date are less than US$115 million, then 628,000 Sponsor Shares and 2,652,000 Assumed
Warrants shall be subject to the vesting provisions set forth in this Section 4(b) (each such Sponsor Interest subject to the vesting
provisions set forth in this Section 4(b), the “Unvested Sponsor Interests”). Any Sponsor Interests that are
not Unvested Sponsor Interests shall be considered fully vested as of the Closing Date. The Sponsor agrees that it shall not Transfer
any Unvested Sponsor Interests (after giving effect to the forfeiture contemplated by the foregoing clause (a)) prior to the date such
Unvested Sponsor Interests vest pursuant to this Section 4.
(i)
If, at any time during the five (5) years following the Closing Date (the “Measurement Period”), the VWAP of the Company
Ordinary Shares equals or exceeds US$12.50 per share for any seven (7) individual Trading Days within a period of thirty (30) consecutive
Trading Days beginning at least 30 days after the Closing Date (the date when the foregoing is first satisfied, the “First Unvested
Sponsor Interests Achievement Date”), then one-third of the Sponsor Shares and Assumed Warrants included in the Unvested Sponsor
Interests owned by the Sponsor shall vest on the First Unvested Sponsor Interests Achievement Date.
(ii)
If, at any time during the Measurement Period, the VWAP of the Company Ordinary Shares equals or exceeds US$14.00 per share for any seven
(7) individual Trading Days within a period of thirty (30) consecutive Trading Days beginning at least 30 days after the Closing Date
(the date when the foregoing is first satisfied, the “Second Unvested Sponsor Interests Achievement Date”), then one-third
of the Sponsor Shares and Assumed Warrants included in the Unvested Sponsor Interests owned by the Sponsor shall vest on the Second Unvested
Sponsor Interests Achievement Date.
(iii)
If, at any time during the Measurement Period, the VWAP of the Company Ordinary Shares equals or exceeds US$15.50 per share for any seven
(7) individual Trading Days within a period of thirty (30) consecutive Trading Days beginning at least 30 days after the Closing Date(the
date when the foregoing is first satisfied, the “Third Unvested Sponsor Interests Achievement Date” and, together with
the First Unvested Sponsor Interests Achievement Date and the Second Unvested Sponsor Interests Achievement Date, the “Unvested
Sponsor Interests Achievement Dates”), then one-third of the Sponsor Shares and Assumed Warrants included in the Unvested Sponsor
Interests owned by the Sponsor shall vest on the Third Unvested Sponsor Interests Achievement Date.
For all purposes
of this Agreement, “Aggregate Transaction Proceeds” means an amount equal to (a) the aggregate cash proceeds to be
released to SPAC from the Trust Account in connection with the transactions contemplated by the Business Combination Agreement (after,
for the avoidance of doubt, giving effect to the exercise of SPAC Shareholder Redemption Rights but before release of any other funds),
minus (b) SPAC Expenses, minus (c) Company Expenses, plus (d) the aggregate proceeds from the Debt Financing less cash expenses incurred
by the Company and its Subsidiaries in connection with the Debt Financing, plus (e) the aggregate proceeds received by the Company pursuant
to any Permitted Interim Financing from any investor with whom Sponsor or such affiliate has a material relationship and that is first
identified to the Company by Sponsor or its affiliates less cash expenses incurred by the Company and its Subsidiaries in connection with
such sale, plus (f) the aggregate proceeds received by the Company in connection with the Closing from the PIPE Financing, plus (g) the
aggregate proceeds received by or available to the Company under the Backstop Facility, if the Backstop Facility has been entered into
prior to or concurrently with the Effective Time, less cash expenses incurred by the Company and its Subsidiaries in connection therewith,
plus (h) $37,500,000 attributable to securities that can be sold pursuant to the Equity Line of Credit, if the Equity Line of Credit has
been entered into prior to or concurrently with the Effective Time, less cash expenses incurred by the Company and its Subsidiaries in
connection therewith.
(c)
In the event that there is a Change of Control during the Measurement Period, one hundred percent (100%) of the Unvested Sponsor
Interests not earlier vested pursuant to Section 4(b)(i), Section 4(b)(ii), or Section 4(b)(iii) shall
vest immediately prior to the closing of such Change of Control and shall no longer be subject to the provisions of this Section
4 effective as of the consummation of such Change of Control.
(d) For
so long as any Unvested Sponsor Interests remains subject to the vesting pursuant to this Section 4, each holder of Unvested Sponsor
Interests shall retain all of its rights as a shareholder of the Company with respect to any Unvested Sponsor Interests, including the
right to dividends on, and the right to vote any, Unvested Sponsor Interests, and, to the extent that such Unvested Sponsor Interest fails
to vest in accordance with this Section 4 prior to the expiration of the Measurement Period, any dividends or distributions paid
or made in respect thereof shall be forfeited and repaid to the Company (net of any and all taxes paid in respect of such dividends or
distributions) for no consideration, and no Person (other than the Company) shall have any further right with respect thereto.
(e)
The Company Ordinary Share price targets set forth in Section 4(b)(i), Section 4(b)(ii), and Section 4(b)(iii) and
the number of Unvested Sponsor Interests set forth in Section 4(b) shall be equitably adjusted for stock splits, reverse stock
splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes
or transactions with respect to the Company Ordinary Shares occurring on or after the Closing Date (other than the transactions contemplated
by the Business Combination Agreement).
(f)
If the First Unvested Sponsor Interests Achievement Date, Second Unvested Sponsor Interests Achievement Date, Third Unvested Sponsor Interests
Achievement Date or Change of Control has not occurred prior to the end of the Measurement Period, the Sponsor Interests subject to vesting
upon such applicable Unvested Sponsor Interests Achievement Date or Change of Control shall be forfeited by the Sponsor.
(g)
It is acknowledged and agreed that, in addition to the restrictions hereunder, the Unvested Sponsor Interests which vest in accordance
with Section 4 are subject to separate restrictions on Transfer under the Shareholders’ Agreement.
(h)
For the avoidance of doubt, and notwithstanding anything in the BCA, the Sponsor Letter Agreement or the Subscription Agreements to the
contrary, to the extent that pursuant to the terms of the Subscription Agreements any amount of Sponsor Interests deposited into the Escrow
Account (as defined in the Subscription Agreements) pursuant to Section 2 of the Subscription Agreements are released from the Escrow
Account to a Subscriber pursuant to the terms of Section 2 of the Subscription Agreements (the “Forfeiture” and such
forfeited Sponsor Interests, the “Forfeited Sponsor Interests”), no amount of Unvested Sponsor Interests that remain
subject to vesting pursuant to Section 4 shall vest in connection with the Forfeiture of the Forfeited Sponsor Interests.”
2.
Effect of Amendments and Modifications. Except as expressly amended hereby, the Sponsor Letter Agreement shall remain unaltered
and in full force and effect and the respective terms, conditions or covenants thereof are hereby in all respects confirmed. Whenever
the Sponsor Letter Agreement is referred to in any agreement, document or other instrument, such reference will be to the Sponsor Letter
Agreement as amended by this Amendment. For the avoidance of doubt, each reference in the Sponsor
Letter Agreement, as amended hereby, to “the date hereof”, the “date of this Agreement”
and derivations thereof and other similar phrases shall continue to refer to March 8, 2022.
3.
Miscellaneous. Sections 8.5, 8.7, 8.10, 8.11, 8.15 and 8.16 of the BCA are incorporated herein by reference, mutatis
mutandis.
[Signature Pages Follow]
IN WITNESS WHEREOF, each of the Parties has caused
this Amendment to be duly executed on its behalf as of the day and year first above written.
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ENDURANCE ANTARCTICA PARTNERS, LLC |
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By: ADP Endurance, LLC |
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Its: Managing Member |
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By: |
/s/ Chandra R. Patel |
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Name: |
Chandra R. Patel |
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Title: |
Managing Director |
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ENDURANCE ACQUISITION CORP. |
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By: |
/s/ Richard C. Davis |
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Name: |
Richard C. Davis |
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Title: |
Chief Executive Officer |
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[Signature Page to Amendment No. 2 to the
Sponsor Letter Agreement]
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SATIXFY COMMUNICATIONS LTD. |
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By: |
/s/ Yoav Leibovitch |
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Name: |
Yoav Leibovitch |
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Title: |
Chief Financial Officer |
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[Signature Page to Amendment No. 2 to the
Sponsor Letter Agreement]
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