As filed with the Securities and Exchange Commission on September 20, 2022.

Registration No. 333-267015​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2
to

SatixFy Communications Ltd.
12 Hamada St., Rehovot 670315
Israel
+(972) 8-939-3200

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)​

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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The information in this proxy statement/prospectus is not complete and may be changed. SatixFy Communications Ltd. may not sell these securities until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is effective. This proxy statement/prospectus is neither an offer to sell these securities, nor a solicitation of an offer to buy these securities, in any state or jurisdiction where the offer or sale is not permitted. Any representation to the contrary is a criminal offense.

warrant (the “Endurance warrants”) will be assumed by SatixFy and will become a warrant exercisable for one SatixFy Ordinary Share (the “SatixFy Warrants”) (subject the terms and conditions of the SatixFy Warrant Assumption Agreement (as defined below)). Upon consummation of the Business Combination, assuming none of the holders of Endurance Class A ordinary shares (the “Endurance Public Shareholders”) issued in Endurance’s initial public offering (the “Endurance IPO”) demand redemption pursuant to Endurance’s amended and restated memorandum and articles of association (the “Endurance Articles”) and that there are no Dissenting Endurance Shareholders (as defined below) and excluding the potential dilutive impact of any Permitted Interim Financing (as defined below), the shareholders of SatixFy (including certain members of SatixFy’s management) are expected to own approximately 68.7% of the SatixFy Ordinary Shares, Endurance Antarctica Partners, LLC (the “Sponsor”), together with affiliates of the Sponsor that will receive PIPE Units (as defined below), is expected to own approximately 4.8% of the SatixFy Ordinary Shares and the Endurance Public Shareholders (together with holders of Founder Shares other than the Sponsor) and the PIPE Investors (as defined below, but excluding affiliates of the Sponsor) are expected to own approximately 24.1% and 2.1% of the outstanding SatixFy Ordinary Shares, respectively. The ownership percentages set forth above do not take into account any warrants that will be outstanding as of the Closing and may be exercised thereafter or any transactions that may be entered into after the date hereof.

Concurrently with the execution of the Business Combination Agreement, Endurance and SatixFy entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and SatixFy agreed to issue and sell to the PIPE Investors, immediately prior to the closing of the Business Combination, an aggregate of 2,910,000 SatixFy units (the “PIPE Units”) consisting of (i) one SatixFy Ordinary Share (the “PIPE Shares”) and (ii) one-half of one redeemable warrant exercisable for one SatixFy Ordinary Share at a price of $11.50 per share (the “PIPE Warrants”) for a purchase price of $10.00 per unit, for gross proceeds of $29,100,000, on the terms and subject to the conditions set forth in the applicable Subscription Agreements. Affiliates of the Sponsor agreed to purchase $10,000,000 of PIPE Units pursuant to the Subscription Agreements on the same terms and conditions as all other PIPE Investors. The SatixFy Ordinary Shares and the PIPE Warrants which comprise the PIPE Units are not attached and will trade separately without any instruction or detachment obligations on the part of SatixFy, the PIPE Investors or the warrant agent for the PIPE Warrants.

Prior to the execution of the Business Combination Agreement, SatixFy entered into a credit facility pursuant to which SatixFy borrowed $55,000,000 (the “Debt Financing”). Further, concurrently with the execution of the Business Combination Agreement, SatixFy entered into an equity line of credit purchase agreement and related registration rights agreement with CF Principal Investments LLC, a Delaware limited liability company and an affiliate of Cantor Fitzgerald & Co. (“CF Principal Investments”), pursuant to which SatixFy may issue up to $75,000,000 of SatixFy Ordinary Shares following the closing of the Business Combination (the “Equity Line of Credit”).

Immediately following the Effective Time, SatixFy will issue a total of 27,500,000 price adjustment shares (the “Price Adjustment Shares”) with SatixFy’s founders receiving 27,000,000 Price Adjustment Shares and the Sponsor receiving 500,000 Price Adjustment Shares. See “Security Ownership of Certain Beneficial Owners and Management of Endurance, SatixFy and the Combined Company” for more information. The Price Adjustment Shares vest at three price adjustment achievement dates: (i) one-third of the Price Adjustment Shares will vest if at any time thirty (30) days after the Effectiveness Date (as defined in the Subscription Agreements) of the Registration Statement (as defined in the Subscription Agreements) and within the 10-year period following the closing, the volume weighted average price (“VWAP”) of SatixFy Ordinary Shares is greater than or equal to $12.50 for any seven (7) trading days within a period of 30 consecutive trading days, (ii) one-third of the Price Adjustment Shares will vest if at any time thirty (30) days after the Effectiveness Date (as defined in the Subscription Agreements) of the Registration Statement (as defined in the Subscription Agreements) and within the 10-year period following the closing, the VWAP of SatixFy Ordinary Shares is greater than or equal to $14.00 for any seven (7) trading days within a period of 30 consecutive trading days and one-third of the Price Adjustment Shares will vest if at any time thirty (30) days after the Effectiveness Date (as defined in the Subscription Agreements) of the Registration Statement (as defined in the Subscription Agreements) and within the 10-year period following the closing, the VWAP of SatixFy Ordinary Shares is greater than or equal to $15.50 for any seven (7) trading days within a period of 30 consecutive trading days.

The Sponsor has entered into a letter agreement with the Company and Endurance (as amended, the “Sponsor Letter Agreement”), pursuant to which it has agreed to, among other things, vote all of the Founder Shares and any other equity securities of Endurance beneficially owned by it in favor of the Business Combination and each other proposal related to the Business Combination at the extraordinary general meeting to approve the Business Combination, and to appear at such meeting for the purpose of establishing a quorum. The Sponsor agreed not to redeem any Endurance ordinary shares in connection with any shareholder approval of the Business Combination and to waive anti-dilution protections. Additionally, certain shareholders of SatixFy representing the requisite percentage for approval by SatixFy entered into transaction support agreements (the “SatixFy Transaction Support Agreements”) with Endurance and SatixFy, pursuant to which, among other things, they agreed to vote (or cause to be voted, as applicable) the covered shares in favor of all of the matters, actions and proposals necessary to consummate the Transactions contemplated by the Business Combination Agreement.

This proxy statement/prospectus covers the SatixFy Ordinary Shares and SatixFy Warrants issuable to the shareholders and warrantholders of Endurance as described above. Accordingly, we are registering up to an aggregate of 24,200,000 SatixFy Ordinary Shares, 17,630,000 SatixFy Warrants, and 17,630,000 SatixFy Ordinary Shares issuable upon the exercise of the SatixFy Warrants. We are not registering the SatixFy Ordinary Shares currently owned by the existing SatixFy shareholders, the PIPE Shares and PIPE Warrants (including any SatixFy Ordinary Shares underlying such PIPE Warrants) issuable to the PIPE Investors, the Price Adjustment Shares or any SatixFy Ordinary Shares issuable under the Equity Line of Credit.

Proposals to approve the Business Combination Agreement, the Merger Proposal and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting of Endurance shareholders scheduled to be held on      , 2022 in virtual format.

Although SatixFy is not currently a public reporting company, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the consummation of the Business Combination, SatixFy will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). SatixFy intends to apply for listing of the SatixFy Ordinary Shares and the SatixFy Public Warrants on the NYSE American LLC (the “NYSE”) under the symbols “SATX” and “SATXW,” respectively, to be effective at the consummation of the Business Combination. It is a condition of the consummation of the Transactions that the SatixFy Ordinary Shares are approved for listing on the NYSE (subject only to official notice of issuance thereof and round lot holder requirements) or another national securities exchange. While trading on the NYSE is expected to begin on the first business day following the date of completion of the Business Combination, there can be no assurance that SatixFy’s securities will be listed on the NYSE or another national securities exchange or that a viable and active trading market will develop.

SatixFy will be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

SatixFy will also be a “foreign private issuer” as defined under the U.S. federal securities laws and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, SatixFy’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, SatixFy will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act.

The accompanying proxy statement/prospectus provides Endurance shareholders with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of Endurance. We encourage you to read the entire accompanying proxy statement/prospectus, including the annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 58 of the accompanying proxy statement/prospectus.

None of the Securities and Exchange Commission, the Israel Securities Authority or any state securities commission has approved or disapproved of the securities to be issued in connection with the Business Combination, or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

 

NOTICE OF EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS OF ENDURANCE ACQUISITION CORP.
TO BE HELD ON           , 2022

TO THE SHAREHOLDERS OF ENDURANCE ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Endurance Acquisition Corp., a Cayman Islands exempted company (“Endurance”), will be held at      a.m. Eastern Time, on      , 2022 and on such other date and at such other place to which the meeting may be adjourned. The extraordinary general meeting will be a virtual meeting conducted via live audio webcast at https://      . For the purposes of Cayman Islands law and the amended and restated memorandum and articles of association of Endurance (the “Endurance Articles”), the physical location of the meeting shall be at the offices of Morrison & Foerster LLP at 250 West 55th Street, New York, New York 10019. You are cordially invited to attend and participate in the extraordinary general meeting online by visiting https://       and using a control number assigned by Continental Stock Transfer & Trust Company, the transfer agent to Endurance. To register and receive access to the virtual meeting, registered shareholders and beneficial holders of shares (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the attached proxy statement/​prospectus of which this notice forms a part. The extraordinary general meeting will be held in order to consider and vote on the following proposals:

1.

Proposal No. 1 — The Business Combination Proposal — An ordinary resolution to ratify, approve and adopt the Business Combination Agreement, dated as of March 8, 2022 (such agreement as amended by Amendment No. 1 to the Business Combination Agreement dated as of June 13, 2022 (the “Amendment No. 1”) and Amendment No. 2 to the Business Combination Agreement dated as of August 23, 2022 (the “Amendment No. 2”) and as it may be further amended and/or restated from time to time, the “Business Combination Agreement” and to which the form of Plan of Merger required by the Companies Act (As Revised) of the Cayman Islands (the “Plan of Merger”) is appended), a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated therein (the “Transactions”), including the business combination (the “Business Combination”) whereby SatixFy MS, a Cayman Islands exempted company (“Merger Sub”) and a direct, wholly owned subsidiary of SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (“SatixFy”), will merge with and into Endurance with Endurance surviving the merger as a wholly owned subsidiary of SatixFy (the “Business Combination Proposal”); and

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2.

Proposal No. 2 — The Merger Proposal — A special resolution to authorize and approve the Plan of Merger and the merger of Merger Sub with and into Endurance, with Endurance surviving the merger as a wholly-owned subsidiary of SatixFy, and the issuance of SatixFy Ordinary Shares to Endurance shareholders as merger consideration (the “Merger Proposal”); and

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3.

Proposal No. 3 — The Adjournment Proposal — An ordinary resolution to approve the adjournment of the extraordinary general meeting to a later date or dates to be determined by the chairman of the extraordinary general meeting, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve the Business Combination Proposal or Merger Proposal, or if holders of Class A ordinary shares of Endurance (“Endurance Class A Ordinary Shares”) have elected to redeem an amount of Endurance Class A Ordinary Shares such that Endurance would have less than $5,000,001 of net tangible assets (the “Adjournment Proposal”).

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We also will transact any other business as may properly come before the extraordinary general meeting or any adjournment or postponement thereof.

The full text of the resolutions to be voted on at the extraordinary general meeting is as follows:

Resolution No. 1 — The Business Combination Proposal

“RESOLVED, as an ordinary resolution, that Endurance Acquisition Corp.’s (“Endurance”) entry into the Business Combination Agreement, dated as of March 8, 2022 (as it may be amended and/or

 

 

restated from time to time, the “Business Combination Agreement”), by and among Endurance, SatixFy MS (“Merger Sub”), and SatixFy Communications Ltd. (“SatixFy”), pursuant to which, among other things, Merger Sub will merge with and into Endurance, with Endurance surviving the merger as a wholly owned subsidiary of SatixFy in accordance with the terms and subject to the conditions of the Business Combination Agreement, and the transactions contemplated by the Business Combination Agreement each be and are hereby authorized, approved, ratified and confirmed in all respects.”

Resolution No. 2 — The Merger Proposal

“RESOLVED, as a special resolution, that:

(1)

the Plan of Merger, by and among Endurance Acquisition Corp. (“Endurance”), SatixFy MS (“Merger Sub”), and SatixFy Communications Ltd. (“SatixFy”), substantially in the form appended to the Business Combination Agreement, dated as of March 8, 2022, by and among Endurance, Merger Sub and SatixFy, (the “Plan of Merger”) be and is hereby authorized and approved in all respects;

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(2)

Endurance be authorized to merge with Merger Sub (the “Business Combination”) so that Endurance be the surviving company (surviving the Business Combination as a wholly owned subsidiary of SatixFy, in accordance with the terms and subject to the conditions of the Business Combination Agreement and Plan of Merger) and all the undertaking, property and liabilities of Merger Sub shall vest in Endurance by virtue of the merger pursuant to the provisions of the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”);

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(3)

Endurance be authorized to enter into the Plan of Merger;

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(4)

there being no holders of any outstanding security interest granted by Endurance immediately prior to the Effective Time (as defined in the Plan of Merger), the Plan of Merger be executed by any one director on behalf of Endurance and any director or delegate or agent thereof be authorized to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands;

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(5)

as at the Effective Time, the Memorandum and Articles of Association of Endurance will be in the form attached to the Plan of Merger; and

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(6)

all actions taken and any documents or agreements executed, signed or delivered prior to or after the date of these Resolutions by any director or officer of Endurance in connection with the transactions contemplated by these resolutions be approved, ratified and confirmed in all respects.”

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Resolution No. 3 — The Adjournment Proposal

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates to be determined by the chairman of the extraordinary general meeting, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting, or if holders of Class A ordinary shares of Endurance (“Endurance Class A Ordinary Shares”) have elected to redeem an amount of Endurance Class A Ordinary Shares such that Endurance would have less than $5,000,001 of net tangible assets, be and is hereby approved.”

The Sponsor has entered into the Sponsor Letter Agreement, pursuant to which it has agreed to, among other things, vote all of the Founder Shares and any other equity securities of Endurance beneficially owned by it in favor of the Business Combination and each other proposal related to the Business Combination at the extraordinary general meeting to approve the Business Combination, and to appear at such meeting for the purpose of establishing a quorum. Additionally, the Sponsor agreed not to redeem any Endurance ordinary shares in connection with any shareholder approval of the Business Combination and to waive anti-dilution protections.

The closing of the Business Combination is conditioned on approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

 

 

The items of business listed above are more fully described elsewhere in the attached proxy statement/​prospectus, of which this notice forms a part. Whether or not you intend to attend the extraordinary general meeting, we urge you to read the attached proxy statement/prospectus in its entirety, including the annexes and accompanying financial statements, before voting. IN PARTICULAR, WE URGE YOU TO CAREFULLY READ THE SECTION IN THE PROXY STATEMENT/PROSPECTUS ENTITLED “RISK FACTORS.”

Only holders of record of Endurance ordinary shares, par value $0.0001 per share, at the close of business on      , 2022 (the “record date”) are entitled to notice of the extraordinary general meeting and to vote and have their votes counted at the extraordinary general meeting and any adjournments or postponements of the extraordinary general meeting.

After careful consideration, Endurance’s board of directors has determined that each of the proposals listed is in the best interests of Endurance and unanimously recommends that you vote or give instruction to vote “FOR” each of the proposals set forth above. When you consider the recommendations of Endurance’s board of directors, you should keep in mind that Endurance’s directors and officers may have interests in the Business Combination that conflict with, or are different from, your interests as a shareholder of Endurance. See the section entitled “Proposal One — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

All Endurance shareholders at the close of business on the record date are cordially invited to attend the extraordinary general meeting, which will be held virtually over the Internet via live audio webcast by visiting https://​           and using a control number assigned by Continental Stock Transfer & Trust Company, the transfer agent to Endurance. To ensure your representation at the extraordinary general meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible in the pre-addressed postage paid envelope provided and, in any event so as to be received by Endurance no later than at                 a.m. Eastern Time, on                 , 2022, being 48 hours before the time appointed for the holding of the extraordinary general meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). If you are a holder of record of Endurance ordinary shares at the close of business on the record date, you may also cast your vote at the extraordinary general meeting. If you hold your Endurance ordinary shares in “street name”, which means your shares are held in an account at a brokerage firm or bank, you must instruct your broker, bank or nominee on how to vote your shares or, if you wish to attend and vote at the extraordinary general meeting, you must obtain a legal proxy from the shareholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the extraordinary general meeting. Holders should contact their broker or bank for instructions regarding obtaining a legal proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the extraordinary general meeting virtually. You will receive an e-mail prior to the meeting with a link and instructions for entering the extraordinary general meeting.

A complete list of Endurance shareholders of record entitled to vote at the extraordinary general meeting will be available for ten days before the extraordinary general meeting at the principal executive offices of Endurance for inspection by shareholders during business hours for any purpose germane to the extraordinary general meeting.

Voting on all resolutions at the extraordinary general meeting will be conducted by way of a poll rather than on a show of hands. On a poll, votes are counted according to the number of Endurance ordinary shares registered in each shareholder’s name which are voted, with each Endurance ordinary share carrying one vote.

Endurance’s shareholders should be aware that Barclays (as defined below) and Truist Securities (as defined below) (collectively, the “Advisors”) have resigned from, and have ceased and refused to act in, every capacity and relationship with respect to each of SatixFy and Endurance in which they were described in this proxy statement/prospectus or or otherwise in connection with the Business Combination. In addition, Truist Securities has resigned as underwriter pursuant to Section 11(b)(1) of the Securities Act and waived its deferred underwriting fees and other advisory fees, and the Advisors have also disclaimed responsibility for any part of this proxy statement/prospectus. Shareholders should be aware that the resignation of the Advisors may be an indication that they do not want to be associated with the disclosure

 

 

in this proxy statement/prospectus or the transactions contemplated hereby, and shareholders should not place any reliance on the participation of the Advisors prior to such resignation in the transactions contemplated in this proxy statement/prospectus. See “Summary — Recent Developments”.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the extraordinary general meeting, please complete, sign, date and return the enclosed proxy card as soon as possible in the pre-addressed postage paid envelope provided. Submitting a proxy now will NOT prevent you from being able to attend and vote in person at the extraordinary general meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker or bank to ensure that votes related to the shares you beneficially own are properly voted and counted.

If you have any questions or need assistance voting your Endurance ordinary shares, please contact Endurance’s proxy solicitor, MacKenzie Partners, Inc., at (800) 322-2885. Questions can also be sent by email to proxy@mackenziepartners.com. This notice of extraordinary general meeting is and the proxy statement/prospectus relating to the Business Combination will be available at https://           .

Thank you for your participation. We look forward to your continued support.

           , 2022

IF YOU RETURN YOUR SIGNED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS PRESENTED AT THE EXTRAORDINARY GENERAL MEETING.

ALL HOLDERS OF Endurance CLASS A ORDINARY SHARES ISSUED IN THE Endurance IPO (THE “Endurance PUBLIC SHARES”) HAVE THE RIGHT TO HAVE THEIR Endurance PUBLIC SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. Endurance PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL, TO VOTE ON THE BUSINESS COMBINATION PROPOSAL AT ALL, OR TO BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR Endurance PUBLIC SHARES REDEEMED FOR CASH.

THIS MEANS THAT ANY Endurance PUBLIC SHAREHOLDER HOLDING Endurance PUBLIC SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE EVEN ENTITLED TO VOTE ON THE BUSINESS COMBINATION PROPOSAL.

TO EXERCISE REDEMPTION RIGHTS, Endurance PUBLIC SHAREHOLDERS MUST DEMAND THAT Endurance REDEEM THEIR Endurance PUBLIC SHARES AND TENDER THEIR Endurance PUBLIC SHARES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, Endurance’S TRANSFER AGENT, NO LATER THAN TWO (2) BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING.

Endurance PUBLIC SHAREHOLDERS MAY TENDER THEIR Endurance PUBLIC SHARES BY EITHER DELIVERING THEIR SHARE CERTIFICATES (IF ANY) TO THE TRANSFER AGENT OR BY DELIVERING THEIR Endurance PUBLIC SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (DWAC) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE Endurance PUBLIC SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF Endurance SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

The attached proxy statement/prospectus is dated      , 2022 and is first being mailed to Endurance shareholders on or about      , 2022.

 

 

 

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms a part of a registration statement on Form F-4 filed with the Securities and Exchange Commission (the “SEC”), by SatixFy, constitutes a prospectus of SatixFy under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the SatixFy Ordinary Shares to be issued to Endurance shareholders in connection with the Business Combination, as well as the SatixFy Warrants to acquire SatixFy Ordinary Shares to be issued to Endurance warrant holders and the SatixFy Ordinary Shares underlying such warrants.

This proxy statement/prospectus also constitutes a proxy statement of Endurance under Section 14(a) of the Securities Exchange Act, and the rules promulgated thereunder, and a notice of meeting with respect to the extraordinary general meeting of Endurance shareholders to consider and vote upon the proposals to adopt the Business Combination Proposal (as described herein), to adopt the Merger Proposal (as described herein) and, if necessary, to adopt the Adjournment Proposal (as described herein).

Unless otherwise indicated or the context otherwise requires, all references in this proxy statement/​prospectus to the terms “SatixFy,” the “Company,” “we,” “us” and “our” refer to SatixFy Communications Ltd., together with its subsidiaries. All references in this proxy statement/prospectus to “Endurance” refer to Endurance Acquisition Corp.

INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this proxy statement/prospectus concerning SatixFy’s industry and the regions in which it operates, including SatixFy’s general expectations and market position, market opportunity, market share and other management estimates, is based on information obtained from various independent publicly available sources and other industry publications, surveys and forecasts. SatixFy has not independently verified the accuracy or completeness of any third-party information. Similarly, internal surveys, industry forecasts and market research, which SatixFy believes to be reliable based upon its management’s knowledge of the industry, have not been independently verified. While SatixFy believes that the market data, industry forecasts and similar information included in this proxy statement/​prospectus are generally reliable, such information is inherently imprecise. In addition, assumptions and estimates of SatixFy’s future performance and growth objectives and the future performance of its industry and the markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements; Market, Ranking and Other Industry Data” and “SatixFy’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/​prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

 

1

 

SELECTED DEFINITIONS

means the second amended and restated articles of association of SatixFy, attached to this registration statement as Annex B.

means the amended and restated registration rights agreement, dated as of March 8, 2022 by and among Endurance, the Sponsor and Cantor.

means the amended and restated shareholders’ agreement, dated as of March 8, 2022, by and among SatixFy, the Sponsor and certain shareholders of SatixFy.

means, for purposes of the Sponsor Letter Agreement, an amount equal to (a) the aggregate cash proceeds to be released to Endurance from the Trust Account in connection with the Transactions (after, for the avoidance of doubt, giving effect to the exercise of Endurance Shareholder Redemption Rights but before release of any other funds), minus (b) Endurance’s expenses related to the Business Combination and the Transactions, minus (c) the Company’s expenses related to the Business Combination and the Transactions, 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 Interim Financing, 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.

means the aggregate amount of the exercise price that would be paid to SatixFy in respect of all vested options to purchase SatixFy Ordinary Shares if all vested options to purchase SatixFy Ordinary Shares were exercised in full immediately prior to the Effective Time (without giving effect to any “net” exercise or similar concept).

means the aggregate amount of the exercise price that would be paid to SatixFy in respect of all exercisable warrants to purchase SatixFy Ordinary Shares prior to the Business Combination if all exercisable warrants to purchase SatixFy Ordinary Shares were exercised in full immediately prior to the Effective Time (without giving effect to any “net” exercise or similar concept).

 

2

 

means the Sponsor Letter Agreement, the Subscription Agreements, the Support Agreements, the A&R Shareholders’ Agreement, the A&R Registration Rights Agreement, and each other agreement, document, instrument and/or certificate contemplated by the Business Combination Agreement executed or to be executed in connection with the transactions contemplated thereby.

means, as provided in the Business Combination Agreement, a revolving credit agreement between SatixFy and the institutional lender and its affiliates that are lenders under the Debt Financing that SatixFy and Endurance shall use commercially reasonable efforts to enter into and pursuant to which SatixFy may borrow from time to time up to $25,000,000.

means the merger contemplated by the Business Combination Agreement, whereby Merger Sub will merge with and into Endurance, with Endurance surviving the merger as a wholly owned subsidiary of SatixFy, and the other transactions contemplated by the Business Combination Agreement.

means the Business Combination Agreement, dated as of March 8, 2022 (as may be amended, supplemented, or otherwise modified from time to time), by and among SatixFy, Endurance and Merger Sub, as amended on June 13, 2022 and August 23, 2022.

means Cantor Fitzgerald & Co.

means the Cayman Islands’ Companies Act (As Revised), as amended from time to time.

means that certain equity line of credit purchase agreement, dated as of March 8, 2022, by and between SatixFy and CF Principal Investments LLC, an affiliate of Cantor.

means that certain registration rights agreement, dated as of March 8, 2022, by and between SatixFy and CF Principal Investments LLC, an affiliate of Cantor.

means the closing of the Business Combination.

means the date of the Closing.

means Continental Stock Transfer & Trust Company, the transfer agent for Endurance, the warrant agent for the Endurance warrants and the warrant agent for the SatixFy Warrants.

means a credit facility, by and among SatixFy and an institutional lender and its affiliates, pursuant to the 2022 Credit Agreement, under which SatixFy borrowed $55,000,000 in February 2022.

means the Delaware General Corporation Law, as amended.

means the right of each holder of record of Endurance ordinary shares to dissent in respect of the Business Combination pursuant to Section 238 of the Cayman Companies Law.

means holders of Dissenting Endurance Shares.

means Endurance ordinary shares that are (i) issued and outstanding immediately prior to the Effective Time and (ii) held by Endurance

 

3

 

shareholders who have validly exercised their Dissent Rights (and have not waived, withdrawn, lost or failed to perfect such rights).

means Endurance Acquisition Corp., a Cayman Islands exempted company.

means Endurance’s amended and restated memorandum and articles of association adopted by special resolution dated September 14, 2021.

means Class A ordinary shares, par value $0.0001 per share, of Endurance.

means the Class B ordinary shares, par value $0.0001 per share, of Endurance.

means the initial public offering of Endurance, which was consummated on September 17, 2021.

means the Endurance Class A ordinary shares and the Endurance Class B ordinary shares.

means the 20,000,000 units sold as part of the Endurance IPO, each consisting of one (1) Endurance Class A ordinary share and one-half (1∕2) of one (1) Endurance Public Warrant.

means all holders of Endurance Public Shares.

means the Endurance Class A ordinary shares issued as part of the Endurance Units in the Endurance IPO.

means the 7,630,000 private warrants of Endurance, each entitling the holder thereof to purchase one (1) Endurance Class A ordinary share at a price of $11.50 per share, subject to adjustment, in accordance with terms with respect to the private warrants of Endurance, sold to the Sponsor and Cantor in a private placement in connection with the Endurance IPO.

means each one (1) warrant of Endurance entitling the holder thereof to purchase one (1) Endurance Class A ordinary share at a price of $11.50 per share, subject to adjustment, in accordance with the terms with respect to the public warrants of Endurance issued as part of the Endurance Units in the Endurance IPO.

means the Endurance Private Warrants and Endurance Public Warrants, collectively.

means the effective time of the Business Combination.

means the CF Purchase Agreement and the CF Registration Rights Agreement, pursuant to which SatixFy may issue up to $75,000,000 of SatixFy Ordinary Shares following the closing of the Business Combination.

means the Securities Exchange Act of 1934, as amended.

means (a) (i) $365,000,000.00, plus (ii) the Aggregate Vested Company Option Exercise Price, plus (iii) the Aggregate Warrant Exercise Price, divided by (b) $10.00, which number shall be calculated and determined by the Company in accordance with the terms of the Business Combination Agreement.

 

4

 

means that certain warrant agreement, dated as of September 14, 2021, between Endurance and Continental, as warrant agent.

means the Endurance Class B ordinary shares which were originally acquired by the Sponsor for an aggregate purchase price of $25,000 prior to the Endurance IPO.

means, without duplication, the sum of (a) the aggregate number of SatixFy Ordinary Shares outstanding as of immediately prior to the consummation of the Pre-Closing Recapitalization (and after, for the avoidance of doubt, giving effect to the Company Preferred Share Conversion, but excluding any SatixFy Ordinary Shares held by SatixFy in treasury), (b) the aggregate number of SatixFy Ordinary Shares subject to vested SatixFy Options as of immediately prior to the consummation of the Pre-Closing Recapitalization, and (c) the aggregate number of SatixFy Ordinary Shares issuable upon exercise of the SatixFy warrants as of immediately prior to the consummation of the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any SatixFy warrant that has been exercised prior to such time in accordance with its terms either for SatixFy Ordinary Shares or a cash payment in accordance with the terms thereof). For the avoidance of doubt, the Fully Diluted Company Capitalization shall not include any SatixFy Ordinary Shares or other capital stock of SatixFy issued or issuable in connection with the PIPE Financing, the Debt Financing, the Backstop Facility, the Equity Line of Credit or any Permitted Interim Financing.

means International Financial Reporting Standards as issued by the International Accounting Standards Board.

means the Israeli Companies Law, 5759-1999, as amended.

means SatixFy MS, a Cayman Islands exempted company and a direct, wholly owned subsidiary of SatixFy.

means the Public Company Accounting Oversight Board.

means any interim financing by SatixFy, pursuant to equity or equity-linked sale of securities of SatixFy, taking place between the signing of the Business Combination Agreement and the closing of the Business Combination, at a discount of up to 20% of the Company Share Value (as defined in the Business Combination Agreement).

means the issuance and sale of the number of PIPE Units set forth in the applicable Subscription Agreements to the PIPE Investors in private placements.

means the aggregate purchase price under all Subscription Agreements.

means certain accredited investors that entered into the Subscription Agreements providing for the purchase of PIPE Units at a price per unit of $10.00.

 

5

 

means the SatixFy Ordinary Shares to be purchased by the PIPE Investors pursuant to the Subscription Agreements as part of the PIPE Units.

means each unit, consisting of one (1) PIPE Share and one-half (1∕2) of one (1) PIPE Warrant, to be purchased by the PIPE Investors pursuant to the Subscription Agreements for a purchase price of $10.00 per unit.

means each warrant of SatixFy entitling the holder thereof to purchase one (1) SatixFy Ordinary Share at a price of $11.50 per share, subject to adjustment and on the terms and subject to the limitations described in the PIPE Warrant Agreement, to be purchased by the PIPE Investors as part of the PIPE Units to be issued pursuant to the Subscription Agreements.

means the warrant agreement, dated the Closing Date, between SatixFy and Continental, as warrant agent, in connection with the PIPE Financing.

means the conversion, by stock split, stock issuance or share consolidation, of each SatixFy Ordinary Share issued and outstanding immediately following the Preferred Shared Conversion, but prior to the Effective Time, into a number of SatixFy Ordinary Shares determined by multiplying each such SatixFy Ordinary Share by the Exchange Ratio as described in the Business Combination Agreement.

means the conversion of each SatixFy Preferred Share issued and outstanding at the end of the date immediately prior to the Closing Date into one (1) SatixFy Ordinary Share, effective as of the end of such date immediately prior to the Closing Date, as described in the Business Combination Agreement.

means SatixFy Communications Ltd. and its consolidated subsidiaries, unless the context requires otherwise.

means the net-share exercise on a cashless basis (as contemplated by the Business Combination Agreement) of each warrant of SatixFy issued and outstanding prior to the Effective Time (excluding, for the avoidance of doubt, any warrant of SatixFy that has been exercised prior to such time in accordance with its terms either for ordinary shares or a cash payment in accordance with the terms thereof) into SatixFy Ordinary Shares in accordance with the terms of the agreements governing the warrants of SatixFy, pursuant to which SatixFy shall withhold a number of SatixFy Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such warrants of SatixFy assuming a then price per share equal to $10.00, as contemplated by the Business Combination Agreement.

means, as of the relevant date, each SatixFy option award to any current or former director, manager, officer, employee, individual independent contractor or other service provider of SatixFy or its subsidiaries of rights of any kind to purchase any equity security of SatixFy or its subsidiaries under the 2020 Share Award Plan.

means each ordinary share of SatixFy, no par value per share.

 

6

 

means, collectively, Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares of SatixFy, in each case NIS 0.0001 par value per share.

means each warrant of SatixFy assumed as part of the Business Combination entitling the holder thereof to purchase one (1) SatixFy Ordinary Share on substantially the same terms and conditions with respect to the Endurance Private Warrants.

means each warrant of SatixFy assumed as part of the Business Combination entitling the holder thereof to purchase one (1) SatixFy Ordinary Share on substantially the same terms and conditions with respect to the Endurance Public Warrants.

means each transaction support agreement, dated March 8, 2022, by and among SatixFy, Endurance and certain shareholders of SatixFy.

means the SatixFy Public Warrants, the SatixFy Private Warrants and the PIPE Warrants, collectively.

means that certain warrant assignment, assumption and amendment agreement, dated as of the Closing Date by and among SatixFy, Endurance and Continental.

means the U.S. Securities and Exchange Commission.

means the Securities Act of 1933, as amended.

means Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company.

means that certain sponsor letter agreement, dated March 8, 2022, by and among the Sponsor, Endurance and SatixFy, as amended on June 13, 2022 and August 23, 2022.

means the subscription agreements, each dated as of March 8, 2022, by and among SatixFy, Endurance and each of the PIPE Investors, providing for the purchase by the PIPE Investors at the Effective Time of the number of PIPE Units set forth in the applicable Subscription Agreement at a price per unit of $10.00.

means the SatixFy Transaction Support Agreement and the Sponsor Letter Agreement, collectively.

means the transactions contemplated by the Business Combination Agreement and the Ancillary Documents.

means the trust account established in connection with the Endurance IPO for the benefit of the Endurance Public Shareholders maintained by Continental, acting as trustee.

means SatixFy’s 2020 Share Award Plan, as amended from time to time, that provides for the award to any current or former director, manager, officer, employee, or individual independent contractor or service provider of SatixFy or its subsidiaries of rights of any kind to receive Equity Securities of SatixFy or its subsidiaries or benefits measured in whole or in part by reference to equity securities of SatixFy or its subsidiaries.

 

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

The questions and answers below highlight only selected information set forth elsewhere in this proxy statement/prospectus and only briefly address some commonly asked questions about the extraordinary general meeting and the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to Endurance shareholders. Endurance shareholders are urged to carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting.

Q:

Why am I receiving this proxy statement/prospectus?

​

A:

Endurance and SatixFy have agreed to a business combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A, and Endurance encourages its shareholders to read it in its entirety. Endurance’s shareholders are being asked to consider and vote upon a proposal to approve the Business Combination Agreement, which, among other things, provides for Merger Sub to be merged with and into Endurance with Endurance surviving the Business Combination as a wholly owned subsidiary of SatixFy, and the other Transactions contemplated by the Business Combination Agreement. See “Proposal One — The Business Combination Proposal” and “Proposal Two-The Merger Proposal” for more information.

​

Q:

Are there any other matters being presented to shareholders at the meeting?

​

A:

In addition to voting on the Business Combination Proposal, the shareholders of Endurance will vote on the following proposals:

​

•

The Merger Proposal — To consider and vote upon a proposal to approve and authorize the Plan of Merger by and among Endurance, Merger Sub and SatixFy, substantially in the form appended to the Business Combination Agreement attached to this proxy statement/prospectus as Annex A. See the section of this proxy statement/prospectus titled “Proposal Two — The Merger Proposal.”

​

•

The Adjournment Proposal — To consider and vote upon a proposal to adjourn the extraordinary general meeting to a later date or dates, to be determined by the chairman of the extraordinary general meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to adopt the Business Combination Agreement or to seek withdrawals if Endurance Public Shareholders have elected to redeem an amount of Endurance Public Shares such that Endurance reasonably expects the minimum available cash condition contained in the Business Combination Agreement would not be satisfied. See the section of this proxy statement/prospectus titled “Proposal Three — The Adjournment Proposal.”

​

Endurance will hold the extraordinary general meeting of its shareholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders should read it carefully.

Consummation of the Business Combination is conditioned on approval of the Business Combination Proposal and the Merger Proposal. If either the Business Combination Proposal or the Merger Proposal is not approved and the applicable closing condition in the Business Combination Agreement is not waived, then Endurance will not consummate the Business Combination. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/​prospectus.

Endurance’s shareholders should be aware that the Advisors have resigned from, and have ceased and refused to act in, every capacity and relationship with respect to each of SatixFy and Endurance in which they were described in this proxy statement/prospectus or otherwise in connection with the Business Combination and waiving any entitlement to their fees under their engagement letters with SatixFy and/or Endurance or, in the case of Truist Securities, its underwriting agreement with Endurance and Cantor (as defined below). In addition, Truist Securities has resigned as underwriter pursuant to Section

 

8

 

11(b)(1) of the Securities Act and waived its deferred underwriting fees and other advisory fees, and the Advisors have also disclaimed responsibility for any part of this proxy statement/prospectus. Shareholders should be aware that the resignation of the Advisors may be an indication that they do not want to be associated with the disclosure in this proxy statement/prospectus or the transactions contemplated hereby, and shareholders should not place any reliance on the participation of the Advisors prior to such resignation in the transactions contemplated in this proxy statement/prospectus. See “Summary  —  Recent Developments”.

The vote of shareholders is important. Regardless of how many shares you own, you are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:

Why am I receiving this proxy statement/prospectus if I only own Endurance warrants?

​

A:

The Endurance warrants will become exercisable following the Business Combination and will entitle holders to purchase SatixFy Ordinary Shares, as described in more detail herein. This proxy statement/​prospectus includes important information about SatixFy and the business of SatixFy and its subsidiaries following the closing of the Business Combination. Because holders of Endurance warrants will be entitled to purchase SatixFy Ordinary Shares after the closing of the Business Combination, we urge you to read the information contained in this proxy statement/prospectus carefully.

​

Q:

What will happen to Endurance’s securities upon consummation of the Business Combination?

​

A:

Endurance Units, Endurance Public Shares and the Endurance Public Warrants are currently listed on Nasdaq under the symbols ‘‘EDNCU,” ‘‘EDNC” and ‘‘EDNCW,” respectively. Endurance’s securities will cease trading upon the Effective Time. If you own Endurance Units, immediately prior to the Effective Time your Endurance Units will split into the underlying Endurance Public Shares and Endurance Public Warrants, and you will receive SatixFy Ordinary Shares in exchange for your Endurance Class A ordinary shares and your Endurance warrants will be assumed by SatixFy and become SatixFy Warrants as described herein. SatixFy intends to apply for listing of the SatixFy Ordinary Shares and the SatixFy Public Warrants on the NYSE under the proposed symbols “SATX” and “SATXW,” respectively, to be effective upon the Effective Time. While trading on the NYSE is expected to begin on the first business day following the consummation of the Business Combination, there can be no assurance that SatixFy’s securities will be listed on the NYSE or another national securities exchange or that a viable and active trading market will develop. See “Risk Factors — Risks Related to Ownership of the Combined Company’s Securities” for more information.

​

​

Q:

What are the potential impacts on the Business Combination and related transactions resulting from the resignation of Barclays and Truist Securities?

​

​

A:

On September 18, 2022, SatixFy and Endurance received notice and a formal letter from Barclays, the financial advisor to SatixFy and placement agent for the PIPE Financing to both SatixFy and Endurance, that it has resigned from, and ceased or refused to act in, every capacity and relationship in which it was described in this proxy statement/prospectus or otherwise in connection with the Business Combination and waiving any entitlement to its fees under its engagement letters with SatixFy and/or Endurance. Barclays has also disclaimed responsibility for any part of this proxy statement/prospectus. On September 19, 2022 and September 20, 2022, Endurance and SatixFy received notice and a formal letter, respectively, from Truist Securities that it has resigned from, or ceased or refused to act in, its roles as underwriter and financial advisor to Endurance and every capacity and relationship in which it is described in this proxy statement/prospectus pursuant to Section 11(b)(1) of the Securities Act of 1933, as amended, disclaimed any responsibility for any portion of this proxy statement/​prospectus, waived its deferred underwriting fees accrued from its participation in Endurance’s IPO in the amount of $900,000 and other advisory fees and requested that it be removed from further correspondence in connection with the Business Combination. The Advisors did not communicate to Endurance or SatixFy the reasons leading to their resignation and waiver of their fees after doing substantially all of the work to earn their fees. There is no dispute among SatixFy, Endurance and the Advisors with regards to the Advisors’ services or resignations.

​

As a result of their resignation, and the waiver of fees, the transaction fees payable by Endurance and SatixFy at the consummation of the Business Combination will be reduced by an aggregate of

 

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$16.9 million under the no redemption scenario and approximately $7.3 million under the maximum redemption scenario. Barclays has not received any fees pursuant to its respective engagement letters with SatixFy and/​or Endurance. Truist has not received any fees pursuant to its engagement letter or underwriting agreement with Endurance other than $4 million in underwriting fees paid in the aggregate to Cantor and Truist Securities upon consummation of Endurance’s IPO. The services provided by the Advisors prior to such resignation were substantially complete at the time of their resignation (in the case of the underwriting services provided by Truist Securities pursuant to the underwriting agreement, as amended, entered into between Endurance, Truist Securities and Cantor, at the time of Endurance's IPO (the “Underwriting Agreement”)), and they were not expected to play any material role at the Closing. Accordingly, Endurance and SatixFy do not expect that the resignation of the Advisors will affect the timing or completion of the Business Combination, but will reduce the aggregate advisory fees and deferred underwriting fee payable at Closing. The Advisors’ resignation did not impact Endurance’s Board’s analysis of or continued support of the Business Combination. The availability of the PIPE financing, the funds in the Trust Account and any contemplated post-transaction financing arrangements are not impacted by the resignation of the Advisors.

The resignation of the Advisors and the waiver of fees for services that have already been rendered is unusual. Shareholders should be aware that the resignation may indicate that the Advisors do not want to be associated with the disclosure in this proxy statement/prospectus or the transactions contemplated hereby, and shareholders should not place any reliance on the participation of the Advisors prior to such resignation in the transactions contemplated by this proxy statement/prospectus. As a result, Endurance shareholders may be more likely to elect to redeem their shares, which may have the effect of reducing the proceeds available to SatixFy to achieve its business plan. The Advisors’ services were substantially complete at the time of their resignation, and Endurance and SatixFy do not expect that such resignation will affect the timing or completion of the Business Combination. See “Summary — Recent Developments”.

Q:

Why is Endurance proposing the Business Combination?

​

A:

Endurance was organized to effect a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities.

​

On September 17, 2021, Endurance consummated the Endurance IPO of 20,000,000 units, with each unit consisting of one Endurance Class A ordinary share and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one whole Endurance Class A ordinary share at a price of $11.50 per share, exercisable 30 days after the completion of the initial business combination. The units from the Endurance IPO were sold at an offering price of $10.00 per unit, generating total gross proceeds of $200,000,000. Simultaneously with the closing of the Endurance IPO, Endurance completed the private sale of an aggregate of 7,630,000 Endurance Private Warrants, for $1.00 per warrant, in a private placement to the Sponsor, which purchased 6,630,000 Endurance Private Warrants, and Cantor, the representative of the underwriters of the Endurance IPO, which purchased 1,000,000 Endurance Private Warrants, generating gross proceeds to Endurance of $7,630,000 in the aggregate. A total of $201,000,000, comprised of the net proceeds of the Endurance IPO and the sale of the Endurance Private Warrants was deposited into the Trust Account, net of underwriting discounts and commissions and other costs and expenses, which became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. As of June 30, 2022, there was approximately $201,268,266 held in the Trust Account.

SatixFy is a vertically integrated communications systems provider using its own semiconductors, focused on designing chips and systems that serve the entire satellite communications value chain — from the satellite payload to user terminals. SatixFy creates chip technologies capable of enabling satellite based broadband delivery to markets around the world. SatixFy believes it is the only vertically integrated maker of satellite communications systems providing products across the entire satellite communications value chain. All of its systems integrate its proprietary semiconductor chips, of which it is a fabless manufacturer. SatixFy designs its chips, codes its software and design end-to-end communications systems for use in various satellite communications applications.

 

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Endurance believes SatixFy is a company with an appealing market opportunity and growth profile, a strong position in its industry and a compelling valuation. As a result, Endurance believes that the Business Combination will provide Endurance shareholders with an opportunity to participate in the ownership of a company with significant growth potential. See the section entitled “Proposal One — The Business Combination Proposal — Endurance’s Board of Directors’ Reasons for the Business Combination and Recommendation of the Board of Directors.”

Q:

Did Endurance’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

​

A:

No. Endurance’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Accordingly, investors will be relying solely on the judgment of Endurance’s management, board of directors and its advisors in valuing SatixFy and will be assuming the risk that the Endurance board of directors may not have properly valued the business. However, Endurance’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and have substantial experience with mergers and acquisitions. Furthermore, in analyzing the Business Combination, Endurance’s management, legal advisors and financial advisor conducted significant due diligence on SatixFy. The Endurance board of directors also received valuation advice and input from Endurance’s management and Endurance’s financial advisor. Based on the foregoing, Endurance’s board of directors concluded that its members’ collective experience and backgrounds, together with the experience and sector expertise of Endurance’s advisors, enabled it to make the necessary analyses and determinations regarding the Business Combination, including that the Business Combination was in the best interests of Endurance and that SatixFy’s fair market value was at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Business Combination. Additionally, concurrently with the execution of the Business Combination Agreement, the PIPE Investors entered into the Subscription Agreements, which provide for the purchase by the PIPE Investors at the Effective Time of an aggregate of 2,910,000 PIPE Units for gross proceeds to SatixFy of $29.1 million. Affiliates of the Sponsor agreed to purchase $10,000,000 of SatixFy units pursuant to the Subscription Agreements on the same terms and conditions as all other PIPE Investors.

​

We note that Truist Securities, in its capacity as Endurance’s financial advisor and as underwriter, and Barclays, in its role as SatixFy’s financial advisor, and placement agent for the PIPE Financing to both Endurance and SatixFy, respectively, have resigned from their engagements in connection with the Business Combination. Shareholders should not place any reliance on the fact that the Advisors were previously involved with the transaction. Shareholders should be aware that the resignation of the Advisors may indicate that the Advisors do not want to be associated with the disclosure in this proxy statement/prospectus or the transactions contemplated hereby, and shareholders should not place any reliance on the participation of the Advisors prior to such resignation in the transactions contemplated by this proxy statement/prospectus. See “Summary — Recent Developments”.

There can be no assurance, however, that Endurance’s board of directors was correct in its assessment of the Business Combination. For a complete discussion of the factors utilized by Endurance’s board of directors in approving the Business Combination, see the section entitled “Proposal One — The Business Combination Proposal.”

Q:

Do I have redemption rights?

​

A:

If you are a holder of Endurance Public Shares, you have the right to demand that Endurance redeem such shares for a pro rata portion of the cash held in the Trust Account, calculated as of two (2) business days prior to the consummation of the Business Combination in accordance with the Endurance Articles. We sometimes refer to these rights to demand redemption of the Endurance Public Shares as “redemption rights.”

​

Notwithstanding the foregoing, an Endurance Public Shareholder, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to

 

11

 

more than 15% of the Endurance Public Shares. Accordingly, all Endurance Public Shares in excess of 15% held by an Endurance Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash.

Under the Endurance Articles, the Business Combination may not be consummated if Endurance has net tangible assets of less than $5,000,001 either immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all Endurance Public Shares properly demanded to be redeemed by Endurance Public Shareholders.

Q:

How do I exercise my redemption rights?

​

A:

A holder of Endurance Public Shares may exercise redemption rights regardless of whether it votes for or against the Business Combination Proposal or does not vote on such proposal at all, or if it is a holder of Endurance Public Shares on the record date. If you are a holder of Endurance Public Shares and wish to exercise your redemption rights, you must:

​

•

submit a written request to Continental, Endurance’s transfer agent, in which you (i) request that Endurance redeem all or a portion of your Endurance Public Shares for cash, and (ii) identify yourself as the beneficial holder of Endurance Public Shares and provide your legal name, phone number and address; and

​

•

either tender your share certificates (if any) to Continental, Endurance’s transfer agent, or deliver your Endurance Public Shares to the transfer agent electronically using The Depository Trust Company’s Deposit/Withdrawal at Custodian (“DWAC”) System.

​

Holders must complete the procedures for electing to redeem their Endurance Public Shares in the manner described above no later than           ,2022 (two (2) business days prior to the extraordinary general meeting), in order for their Endurance Public Shares to be redeemed. If you hold the shares in “street name”, you will have to coordinate with your broker, bank or nominee to have the Endurance Public Shares you beneficially own certificated or delivered electronically. Any holder of Endurance Public Shares seeking redemption will be entitled to a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was $201,268,266, or $10.06 per share, as of June 30, 2022), less any owed but unpaid taxes on the funds in the Trust Account, calculated as of two (2) business days prior to the consummation of the Business Combination. Such amount will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account.

Any request for redemption, once made by a holder of Endurance Public Shares, may be withdrawn at any time prior to the time the vote is taken with respect to the Business Combination Proposal at the extraordinary general meeting. If you deliver your Endurance Public Shares for redemption to Endurance’s transfer agent and later decide prior to the extraordinary general meeting not to elect redemption, you may request that Endurance’s transfer agent return the shares (physically or electronically). You may make such request by contacting Endurance’s transfer agent at the address listed at the end of this section.

No demand for redemption will be honored unless the holder’s Endurance Public Shares have been delivered (either physically or electronically) to the transfer agent in the manner described above no later than two (2) business days prior to the extraordinary general meeting.

Endurance’s transfer agent can be contacted at the following address:

Continental Stock Transfer & Trust Company
1 State Street — 30th Floor
New York, New York 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com

If you are a holder of Endurance Public Shares (including through the ownership of Endurance Units) and you exercise your redemption rights, it will not result in the loss of any Endurance warrants that you may hold (including those contained in any Endurance Units you hold). Your whole warrants will

 

12

 

become exercisable to purchase one SatixFy Ordinary Share following consummation of the Business Combination; provided, however, that such warrants are out of the money when the SatixFy Ordinary Shares trade below $11.50.

Q:

Do I have appraisal rights if I object to the proposed Business Combination?

​

A:

Holders of record of Endurance ordinary shares may have appraisal rights in connection with the Business Combination under the Cayman Companies Law. Holders of record of Endurance ordinary shares wishing to exercise such statutory dissenter rights and make a demand for payment of the fair value for his, her or its Endurance ordinary shares must give written objection to the Business Combination to Endurance prior to the shareholder vote to approve the Business Combination and follow the procedures set out in Section 238 of the Cayman Companies Law, noting that any such dissenter rights may subsequently be lost and extinguished pursuant to Section 239 of the Cayman Companies Law which states that no such dissenter rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent provided that the merger consideration constitutes inter alia shares of any company which at the effective date of the merger are listed on a national securities exchange. These statutory appraisal rights are separate to and mutually exclusive of the right of Endurance Public Shareholders to demand that their Endurance Public Shares are redeemed for cash for a pro rata share of the funds on deposit in the Trust Account in accordance with the Endurance Articles. It is possible that if an Endurance Public Shareholder exercises appraisal rights, the fair value of the Endurance ordinary shares determined under Section 238 of the Cayman Companies Law could be more than, the same as, or less than such holder would obtain if he, she, or it exercised his, her or its redemption rights as described herein. Endurance believes that such fair value would equal the amount that Endurance Public Shareholders would obtain if they exercise their redemption rights as described herein. Endurance shareholders need not vote against any of the proposals at the extraordinary general meeting in order to exercise Dissent Rights. An Endurance shareholder which elects to exercise Dissent Rights must do so in respect of all of the Endurance ordinary shares that person holds and will lose their right to exercise their redemption rights as described herein. See the section of this proxy statement/prospectus titled “Extraordinary General Meeting of Endurance Shareholders — Appraisal Rights under the Cayman Companies Law.”

​

Endurance shareholders are recommended to seek their own advice as soon as possible on the application and procedure to be followed in respect of the appraisal rights under the Cayman Companies Law.

Q:

Can I exercise redemption rights and dissenter rights under the Cayman Companies Law?

​

A:

No. Any Endurance Public Shareholder who elects to exercise Dissent Rights (which dissenter rights are discussed in the section titled “Do I have appraisal rights if I object to the proposed Business Combination?”) will lose their right to have their Endurance Public Shares redeemed in accordance with the Endurance Articles. The certainty provided by the redemption process may be preferable for Endurance Public Shareholders wishing to exchange their Endurance Public Shares for cash. This is because Dissent Rights may be lost or extinguished, including where Endurance and the other parties to the Business Combination Agreement determine to delay the consummation of the Business Combination in order to invoke the limitation on dissenter rights under Section 239 of the Cayman Companies Law, in which case any Endurance Public Shareholder who has sought to exercise Dissent Rights would only be entitled to receive the merger consideration comprising one SatixFy Ordinary Share for each of their Endurance Public Shares.

​

Q:

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

​

A:

The net proceeds of the Endurance IPO and a portion of the amount raised from the private placement of Endurance warrants for a total of $201,000,000, was placed in the Trust Account immediately following the Endurance IPO. After consummation of the Business Combination, the funds in the Trust Account will be used to pay, on a pro rata basis, Endurance Public Shareholders who exercise redemption rights and fees and expenses incurred in connection with the Business Combination

​

 

13

 

(including aggregate fees to the underwriter of the Endurance IPO as deferred underwriting commissions). Any remaining cash will be used for SatixFy’s working capital and general corporate purposes.

Q:

What happens if a substantial number of public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

​

A:

Endurance Public Shareholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote in any way to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Endurance Public Shareholders are substantially reduced as a result of redemptions by Endurance Public Shareholders. To the extent that there are fewer Endurance Public Shares and Endurance Public Shareholders, the trading market for SatixFy Ordinary Shares may be less liquid than the market was for Endurance prior to the Transactions and SatixFy may not be able to meet the listing standards of the NYSE or another national securities exchange. In addition, to the extent of any redemptions, fewer funds from the Trust Account would be available to SatixFy to be used in its business following the consummation of the Business Combination.

​

Q:

What happens if the Business Combination is not consummated?

​

A:

If Endurance does not complete the Business Combination with SatixFy for whatever reason, Endurance would search for another target business with which to complete a business combination. If Endurance does not complete the Business Combination with SatixFy or another business combination by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles), Endurance will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Endurance Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Endurance Public Shares, which redemption will completely extinguish Endurance Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law and, subject to the approval of its remaining shareholders and Endurance’s board of directors and applicable law, dissolving and liquidating. The Sponsor and Endurance’s officers and directors have waived their redemption rights with respect to their Founder Shares in the event a business combination is not effected in the required time period and, accordingly, their Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to Endurance’s outstanding warrants. Accordingly, the Endurance warrants will expire worthless.

​

Q:

How do the Sponsor, the officers and directors and advisors of Endurance and the anchor investors intend to vote on the proposals?

​

A:

The Sponsor and Endurance’s officers, directors and advisors have agreed to vote any Endurance equity securities, including the Founder Shares, held by them in favor of the Business Combination. Additionally, the anchor investors in the Endurance IPO that received Founder Shares (the “anchor investors”) have agreed to vote any Founder Shares held by them in favor of the Business Combination. These holders own and are entitled to vote an aggregate of 20.0% of the outstanding Endurance ordinary shares. These holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the extraordinary general meeting. Assuming only a majority of all the Endurance ordinary shares entitled to vote at the meeting are represented at the extraordinary general meeting in person or by proxy, in addition to the Endurance ordinary shares held by the Sponsor, Endurance directors and advisors and the anchor investors, Endurance would need 3,333,334 Endurance Public Shares, or approximately 16.7%, of the 20,000,000 issued and outstanding Endurance Public Shares to be voted in favor of the Merger Proposal and 1,250,001 Endurance Public Shares, or approximately 6.3%, of the 20,000,000 issued and outstanding Endurance Public Shares to be voted in favor of the Business Combination Proposal and the Adjournment Proposal in order for them to be approved. Assuming all of the Endurance Public Shares entitled to vote at the extraordinary general meeting are represented at the extraordinary general meeting in person or by proxy, in addition to the Endurance ordinary shares held by the Sponsor, Endurance directors and advisors and the anchor

​

 

14

 

investors, Endurance would need 11,666,667 Endurance Public Shares, or approximately 58.3%, of the 20,000,000 issued and outstanding Endurance Public Shares to be voted in favor of the Merger Proposal and 7,500,001 Endurance Public Shares, or approximately 37.5%, of the 20,000,000 issued and outstanding Endurance Public Shares to be voted in favor of the Business Combination Proposal and the Adjournment Proposal in order for them to be approved.

Q:

What equity stake will current SatixFy shareholders and current Endurance shareholders hold in the combined company immediately after the completion of the Business Combination, and what effect will potential sources of dilution have on the same?

​

A:

The following table presents the anticipated share ownership of various holders of SatixFy Ordinary Shares after the completion of the Business Combination, based on the assumption that no additional equity securities of SatixFy will be issued at or prior to Closing other than as included in the table, and that there are no Dissenting Endurance Shareholders, under the following redemption scenarios:

​

•

Assuming No Redemptions:   This presentation assumes that no Endurance Public Shareholder exercises redemption rights with respect to their Endurance Public Shares, and there are no Dissenting Endurance Shareholders.

​

•

Assuming 50% Redemptions:   This presentation assumes that Endurance Public Shareholders holding 10,000,000 Endurance Public Shares will exercise their redemption rights for approximately $100.5 million of the $201.0 million of funds in the Trust Account, and there are no Dissenting Endurance Shareholders.

​

•

Assuming Maximum Redemptions:   This presentation assumes that Endurance Public Shareholders holding 19,502,487 Endurance Public Shares will exercise their redemption rights for approximately $196.0 million of the $201.0 million of funds in the Trust Account, which is the maximum number of Endurance Public Shares that could be redeemed by Endurance Public Shareholders that allows Endurance to have net tangible assets of at least $5,000,001 (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act (or any successor rule)) after giving effect to exercise of redemption rights by Endurance Public Shareholders and payments to the redeeming Endurance Public Shareholders (the “Maximum Redemption”). This scenario gives effect to Endurance Public Shareholder share redemptions of 19,502,487 shares for aggregate redemption payments of approximately $196.0 million at a redemption price of $10.05 per share based on the investments held in the Trust Account as of June 30, 2022. Endurance will not proceed with the Business Combination unless Endurance has at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) either immediately prior to or upon consummation of the Transactions.

​

The table below also gives effect to the Preferred Share Conversion, the SatixFy Existing Warrant Exercise and the Pre-Closing Recapitalization. The table below also includes the Price Adjustment Shares and Unvested Sponsor Interests, as described in the footnotes below, both of which are entitled to voting and economic rights, but are not included in the calculation of pro forma basic loss per share because they remain subject to vesting and forfeiture and are not reflected in the calculation of pro forma diluted loss per share because the effect of their inclusion would be anti-dilutive. See “Unaudited Pro Form Condensed Combined Financial Information.” This information should be read together with the pro forma combined financial information in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

 

15

 

(1)

The calculation of outstanding shares gives effect to the SatixFy Existing Warrant Exercise and includes the Price Adjustment Shares subject to vesting and forfeiture, but excludes in all scenarios SatixFy Ordinary Shares underlying the SatixFy Warrants, SatixFy Ordinary Shares underlying SatixFy Options to purchase SatixFy Ordinary Shares, any additional equity grants under the 2020 Share Award Plan after the date of the Business Combination Agreement and any SatixFy Ordinary Shares that may be issued pursuant to the Equity Line of Credit.

​

(2)

Includes, in all scenarios, 1,430,000 Founder Shares that are not held by the Sponsor. The remainder are Endurance Public Shares.

​

(3)

Includes, in all scenarios, (1) 2,770,000 Founder Shares held by the Sponsor (giving effect to 800,000 Founder Shares to be forfeited by the Sponsor immediately prior to the Closing of the Business Combination), including 628,000 shares comprising the Unvested Sponsor Interests which would remain subject to vesting and forfeiture if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement, (2) 1,000,000 SatixFy Ordinary Shares to be issued as part of the PIPE Units to affiliates of the Sponsor, and (3) 500,000 Price Adjustment Shares to be issued to the Sponsor immediately following the Effective Time, which remain subject to vesting and forfeiture. “The Business Combination Agreement — Consideration and Effects of the Business Combination — Price Adjustment Shares.” Also includes, in both scenarios, 391,731 Escrow Shares attributable to the Sponsor in the Business Combination that may be released from the Escrow Account to the PIPE Investors if certain share price targets are not met. See “Agreements Entered Into in Connection with the Business Combination Agreement — Subscription Agreements.”

​

(4)

Excludes 1,000,000 SatixFy Ordinary Shares to be issued as part of the PIPE Units to affialites of the Sponsor.

​

(5)

Includes 225,000 SatixFy Ordinary shares to be issued to Cantor for its services as placement agent in connection with the PIPE Financing.

​

(6)

Calculated based on (1) 32,616,094 SatixFy Ordinary Shares issued and outstanding as of August 12, 2022, after giving effect to the Preferred Share Conversion, (2) the application of the approximately 1.05:1 Exchange Ratio in the Pre-Closing Recapitalization, (3) the issuance of 64,231 SatixFy Ordinary Shares in the SatixFy Existing Warrant Exercise and (4) the issuance of 27,000,000 Price Adjustment Shares, which remain subject to vesting and forfeiture, to SatixFy’s founders. The Price Adjustment Shares shall be issued immediately following the Closing, one-third of which will vest if at any time thirty (30) days after the Effectiveness Date (as defined in the Subscription Agreements) of the Registration Statement (as defined in the Subscription Agreements) and within the 10-year period following the closing, the VWAP of SatixFy Ordinary Shares is greater than or equal to $12.50, $14.00 and $15.50 for any seven (7) trading days within a period of 30 consecutive trading days. Also includes, in both scenarios, 1,175,192 Escrow Shares issuable to SatixFy’s existing shareholders in the Business Combination that may be released from the Escrow Account to the PIPE Investors if certain share price targets are not met. See “Agreements Entered Into in Connection with the Business Combination Agreement — Subscription Agreements.”

​

(7)

In each of the No Redemptions, 50% Redemptions and Maximum Redemptions scenarios, the per share equity value of SatixFy Ordinary Shares will be assumed to be $10.00 at the Closing in accordance with the terms of the Business Combination Agreement.

​

If the actual facts are different than the assumptions laid out above, the anticipated share ownership of various holders of SatixFy Ordinary Shares after the completion of the Business Combination will be different. SatixFy shareholders would experience dilution to the extent SatixFy issues additional shares after Closing. In addition, the table above excludes certain potential sources of dilution, namely,

 

16

 

 

17

 

(2)

The Endurance Public Warrants are redeemable warrants issued in the Endurance IPO, each entitling its holder to purchase one Endurance Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. In connection with the Business Combination, such warrants be assumed by SatixFy and will become a warrant exercisable for one SatixFy Ordinary Share. Based upon the closing price of $0.11 per Endurance warrant for the Endurance Public Warrants on Nasdaq on August 17, 2022, the value of the total outstanding Endurance Public Warrants would be $1.1 million.

​

(3)

Includes 2,652,000 SatixFy Private Warrants (including the shares underlying such warrants) comprising Unvested Sponsor Interests which would remain subject to vesting and forfeiture if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement. The Endurance Private Warrants are warrants sold to the Sponsor and Cantor in the private placement consummated concurrently with the Endurance IPO, each entitling its holder to purchase one Endurance Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. In connection with the Business Combination, such warrants will be assumed by SatixFy and converted into a corresponding warrant exercisable for SatixFy Ordinary Shares. Based upon the closing price of $0.11 per Endurance warrant for the Endurance Public Warrants on Nasdaq on August 17, 2022, the implied value (without giving effect to any liquidity discount) of the total outstanding Endurance Private Warrants would be approximately $763,000.

​

(4)

The PIPE Warrants are warrants sold to the PIPE Investors in the PIPE Financing, each entitling its holder to purchase one SatixFy Ordinary Share at an exercise price of $11.50 per share, subject to adjustment.

​

(5)

Includes both vested and unvested SatixFy Options. Based on 7,890,832 SatixFy Options outstanding as of the date of the Business Combination Agreement, of which 3,394,209 were vested, after giving effect to the approximately 1.05:1 Exchange Ratio (and any applicable contractual adjustments) in the Pre-Closing Recapitalization.

​

(6)

The Equity Line of Credit provides for a total issuance by SatixFy to the investor thereunder of up to $75.0 million aggregate principal amount of SatixFy Ordinary Shares. For purposes of indicating potential dilution, we have assumed that the VWAP of the SatixFy Ordinary Shares, as calculated pursuant to the Equity Line of Credit, is $10.00 per share.

​

(7)

Excluding the Sponsor and including (i) 10,000,000 Endurance Public Shares underlying the Endurance Public Warrants, (ii) 1,000,000 Endurance Public Shares underlying the Endurance Private Warrants held by Cantor, and (iii) Founder Shares not held by the Sponsor.

​

(8)

Includes (i) 2,770,000 SatixFy Ordinary Shares (giving effect to the forfeiture of 800,000 Founder Shares immediately prior to the Closing of the Business Combination which would otherwise be convertible into SatixFy Ordinary Shares), which includes 628,000 Founder Shares comprising Unvested Sponsor Interests which would remain subject to vesting and forfeiture if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement, received in the Business Combination, (ii) 6,630,000 SatixFy Ordinary Shares underlying SatixFy Private Warrants held by the Sponsor, which includes 2,652,000 Endurance Private Warrants comprising Unvested Sponsor Interests which would remain subject to vesting and forfeiture if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement, (iii) 1,000,000 SatixFy Ordinary shares to be issued as part of the PIPE Units to affiliates of the Sponsor, (iv) 500,000 SatixFy Ordinary Shares underlying the PIPE Warrants to be issued as a part of the PIPE Units to affiliates of the Sponsor, and (v) 500,000 Price Adjustment Shares that, after the completion of the Business Combination, will be subject to vesting and forfeiture.

​

(9)

Excludes 1,000,000 SatixFy Ordinary shares to be issued as part of the PIPE Units to affiliates of the Sponsor and 500,000 SatixFy Ordinary Shares underlying the PIPE Warrants to be issued as a part of the PIPE Units to affiliates of the Sponsor.

​

(10)

Includes 7,890,832 outstanding SatixFy Options and 27,000,000 Price Adjustment Shares to be issued to SatixFy’s founders.

​

(11)

Reflects the per share equity value of SatixFy Ordinary Shares, which will be deemed to be $10.00 at Closing in accordance with the terms of the Business Combination Agreement.

​

(12)

The Percentage of Total with respect to each potential source of dilution includes the full amount of SatixFy Ordinary Shares issued with respect to the applicable potential source of dilution (but not the

​

 

18

 

other potential sources of dilution) in both the numerator and denominator. For example, in the No Redemption Scenario, the Percentage of Total with respect to the Shares underlying SatixFy Public Warrants would be calculated as follows: (a) 10,000,000 SatixFy Ordinary Shares; divided by (b) (i) 89,055,467 SatixFy Ordinary Shares (the number of shares outstanding excluding other potential sources of dilution) plus (ii) 10,000,000 SatixFy Ordinary Shares.

Q:

What is the effective underwriting fee that will be received by the underwriters for the Endurance IPO?

​

​

A:

Upon the completion of the Business Combination the deferred underwriting commissions in connection with the Endurance IPO will be released to the underwriters. On March 6, 2022, the Company entered into a side letter to the underwriting agreement, and subsequently, in August 2022, agreed to reduce the deferred underwriting commissions, if the Proceeds involved in the Business Combination are equal to or less than $40,000,000, from $9,000,000 in the aggregate to $6,000,000 for Cantor and no underwriting commission for Truist Securities (the “Deferred Underwriting Commission”). On September 19, 2022, Endurance and SatixFy received notice from Truist Securities that it has resigned from, or ceased or refused to act in, its roles as underwriter and financial advisor to Endurance and every capacity and relationship in which it is described in this proxy statement/prospectus pursuant to Section 11(b)(1) of the Securities Act of 1933, as amended, disclaimed any responsibility for any portion of this proxy statement/prospectus, waived its deferred underwriting fees accrued from its participation in Endurance’s IPO in the amount of $900,000 (reducing the total amount of deferred underwriting commissions payable to $8,100,000, all of which is payable to Cantor, subject to the amount of Proceeds (as defined below) involved in the Business Combination as described below) and other advisory fees and requested that it be removed from further correspondence in connection with the Business Combination. Accordingly, only Cantor is entitled to deferred underwriting commissions in connection with the Business Combination. See “Summary — Recent Developments.” As a result of this resignation and the associated waiver of its deferred underwriting and other advisory fees, the transaction fees payable by Endurance and SatixFy at the consummation of the Business Combination will be reduced by an aggregate of $5.9 million under the no redemption scenario and approximately $2.5 million under the maximum redemption scenario. See “Unaudited Pro Forma Condensed Combined Financial Information” for further information and the estimated transaction fees and expenses required to be paid in connection with the Business Combination. In the event that the Proceeds involved in the Business Combination are in excess of $40,000,000 and less than or equal to $100,000,000, the Deferred Underwriting Commission shall be increased by an amount (the “Incremental Deferred Underwriting Commission”) of up to $2,100,000 for Cantor proportionately with the amount that the Proceeds exceed $40,000,000 based on linear interpolation; provided, however, that in the event that the Proceeds involved in the Business Combination are in excess of $100,000,000, then the Incremental Deferred Underwriting Commission shall be $2,100,000 which would provide for a maximum Deferred Underwriting Commission of $8.1 million (in each case, representing amounts payable to Cantor). For purposes of the Deferred Underwriting Commission, “Proceeds” means an amount equal to (i) the aggregate cash proceeds to be released to Endurance from the Trust Account and then directed to SatixFy from Endurance as of the consummation of the Business Combination (for the avoidance of doubt, after any amounts required to be paid to Endurance Public Shareholders in connection with the exercise of their redemption rights and payment of the Deferred Underwriting Commission and certain other expenses) plus (ii) the aggregate proceeds received by SatixFy in connection with the PIPE Financing, minus (iii) up to $30,000,000 of the aggregate amount of expenses incurred in connection with the Transactions contemplated by the Business Combination Agreement, but excluding for this purpose (x) the cost of obtaining any directors and officers insurance, and (y) any expenses incurred in connection with the Equity Line of Credit. The total Proceeds involved in the Business Combination, and therefore the effective underwriting fee incurred in connection with the Endurance IPO, will, in part, depend on the the level of redemptions by Endurance Public Shareholders:

​

Assuming No Redemptions:    The underwriters for the Endurance IPO will receive deferred commissions of $8,100,000 (representing amounts payable to Cantor) and total commissions of $12,100,000. Based on the approximately $201.0 million in the trust account as of June 30, 2022, the deferred underwriting commissions and total underwriter commissions would represent an effective underwriting fee of approximately 4.0% and 6.0%, respectively. See “Unaudited Pro Forma Condensed

 

19

 

Combined Financial Information — Pro Forma Presentation” for more information on the assumptions underlying this no redemption scenario.

Assuming 50% Redemptions:   Assuming that Endurance Public Shareholders holding 10,000,000 Endurance Public Shares will exercise their redemption rights for approximately $100.5 million of the $201.0 million of funds in the Trust Account, the funds remaining in the Trust Account following such redemption would be approximately $100.5 million. The underwriters for the Endurance IPO will receive deferred commissions of $7.2 million (representing amounts payable to Cantor) and total commissions of $11.2 million. The deferred underwriting commissions and total underwriter commissions would represent an effective underwriting fee of approximately 7.1% and 11.1%, respectively.

Assuming Maximum Redemptions:   Assuming that Endurance Public Shareholders holding Endurance Public Shares will exercise their redemption rights for approximately $196.0 million of the $201.0 million of funds in the Trust Account, the funds remaining in the Trust Account following such redemption would be approximately $5.0 million. The underwriters for the Endurance IPO will receive deferred commissions of $6.0 million (representing amounts payable to Cantor) and total commissions of $10.0 million. The deferred underwriting commissions and total underwriter commissions would represent an effective underwriting fee of approximately 120% and 200%, respectively. See “Unaudited Pro Forma Condensed Combined Financial Information — Pro Forma Presentation” for more information on the assumptions underlying this maximum redemption scenario.

Q:

What factors did Endurance’s board consider in evaluating the Business Combination?

​

A:

Endurance’s board of directors considered a number of factors pertaining to the Business Combination Agreement, the Business Combination and the Transactions as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby and reconfirmed these factors at the time of the Business Combination Agreement amendment, including, but not limited to, the following material factors:

​

•

Large and Growing Market.   The launch of tens of thousands of new Low Earth Orbit broadband satellites, the updating of airplane communications and the roll out of 5G satellite communications over the next few years provides SatixFy the opportunity to grow its business;

​

•

Strong and Differentiated Product Offering.   SatixFy offers high-quality chips, low-cost user terminals, modems, antennas, satellite payloads and other products, and Endurance management believes SatixFy is the only vertically integrated semiconductor chip company whose technology addresses the entire satellite communications value chain;

​

•

Vertical Integration.   SatixFy designs its chips, builds its products, codes its software and designs end-to-end systems that use its technologies to produce systems with higher capacity, lower power, lower weight and lower costs than competing solutions which allows SatixFy to benefit from economics across the value chain;

​

•

Robust Technology Investment.   SatixFy has, and continues to, heavily invest in research and development of its technologies to improve its leadership position that would take competitors years to replicate;

​

•

Validation of Technology.   SatixFy has acquired well known customers in its product areas and markets;

​

•

Significant Revenue Visibility.   Much of SatixFy’s projected revenue in 2022 and 2023 are driven by existing contracts or new contracts with existing customers;

​

•

Experienced Leadership Team with a Proven Track Record.   SatixFy is led by an experienced management team in SatixFy’s industry, with deep prior experience in founding and operating public satellite communications companies;

​

•

Platform for Future Development and Expansion.   SatixFy’s potential public company status following the consummation of the Business Combination, together with the capital to be provided to SatixFy in connection with the Business Combination, is expected to provide SatixFy with an

​

 

20

 

optimal platform and strong financial foundation for further developing its technology and accelerating, streamlining production of its products and increasing sales and marketing efforts;

•

Attractive Valuation.   Endurance’s board of directors believes SatixFy’s implied valuation following the Business Combination relative to the current valuations experienced by comparable publicly traded companies in the vehicle data services sector is favorable for Endurance.

​

•

Due Diligence.   Endurance’s due diligence examinations of SatixFy and discussions with SatixFy’s management and financial and legal advisors.

​

•

Negotiated Transaction.   The financial and other terms of the Business Combination Agreement and the fact that such terms and conditions are reasonable and were the product of arm’s-length negotiations between Endurance and SatixFy.

​

•

Lock-Up.   Certain shareholders of SatixFy have agreed to be subject to a one-hundred and eighty (180) day lockup in respect of their SatixFy Ordinary Shares; and

​

•

Other Alternatives.   Endurance’s board of directors’ belief, after a review of other business combination opportunities reasonably available to Endurance, that the Business Combination represents the best potential business combination reasonably available to Endurance and an attractive opportunity for Endurance’s management to accelerate its business plan based upon the process utilized to evaluate and assess other potential combination targets, and Endurance’s board of directors’ belief that such process has not presented a better alternative.

​

Endurance’s board of directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination and reconfirmed these factors at the time of the Business Combination Agreement amendment, including, but not limited to, the following:

•

Future Financial Performance.   The risk that future financial performance may not meet expectations due to factors within SatixFy’s control or out of SatixFy’s control, including due to economic cycles, macroeconomic factors and the COVID-19 pandemic;

​

•

Product Performance.   The risk that new chips coming into production in 2022 will not perform as expected which would impact all key revenue segments (aero, terminals, chips and payload);

​

•

Conversion of development revenue into product revenue.   53% of 2022 estimated revenue is from non-recurring sources which declines to 14% by 2024. If product revenue is not generated to replace and expand this non-recurring revenue, the financial performance of SatixFy would be impacted;

​

•

Scaling of Sales and Marketing Teams.   The sales and marketing teams need to be effectively increased to generate additional product revenue;

​

•

Potential Supply Chain Issues.   SatixFy is reliant on third parties to manufacture its chips and certain other equipment and any delays or significant cost increases could affect financial performance of SatixFy;

​

•

Systems Update.   The need to recruit additional finance and accounting personnel and complete the readiness of SatixFy’s financial systems and operations to the standard necessary for a public company;

​

•

Competition.   Competition in SatixFy’s industry is intense, which may cause reductions in the price SatixFy can charge or the demand SatixFy can generate for its products and services, thereby potentially lowering SatixFy’s profits;

​

•

Supply & Demand Issues.   If SatixFy fails to adjust its supply chain volume due to changing market conditions or fails to estimate its customers’ demand;

​

•

Customer Relationships.   Disruptions in relationships with any of SatixFy’s key customers;

​

•

Macroeconomic Risks.   Macroeconomic uncertainty and the effects it could have on SatixFy’s revenues;

​

•

Benefits Not Achieved.   The risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe;

​

 

21

 

•

Redemption Risk.   The potential that a significant number of Endurance Public Shareholders elect to redeem their Endurance Public Shares prior to the consummation of the Business Combination and pursuant to the Endurance Articles, which would potentially make the Business Combination more difficult or impossible to complete;

​

•

Shareholder Vote.   The risk that Endurance shareholders may fail to provide the respective votes necessary to effect the Business Combination;

​

•

Closing Conditions.   The fact that the completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within Endurance’s control;

​

•

No Third-Party Valuation.   The risk that Endurance did not obtain a third-party valuation or fairness opinion in connection with the Business Combination;

​

•

Liquidation of Endurance.   The risks and costs to Endurance if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in Endurance being unable to effect a business combination by March 17, 2023;

​

•

Endurance Shareholders Receiving Minority Position.   The fact that existing Endurance shareholders will hold a minority position in the combined company; and

​

•

Fees and Expenses.   The fees and expenses associated with completing the Business Combination.

​

Endurance’s board of directors concluded that the potential benefits that it expected Endurance to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination Agreement, the Business Combination and the Transactions. Accordingly, Endurance’s board of directors unanimously determined that the Business Combination Agreement, the Business Combination and the Transactions contemplated therein were advisable and in the best interests of Endurance. See the section entitled “Proposal One — The Business Combination Proposal — Endurance’s Board of Directors’ Reasons for the Business Combination and Recommendation of the Board of Directors.”

Q:

What interests do the Sponsor and the current officers and directors of Endurance have in the Business Combination?

​

A:

In considering the recommendation of Endurance’s board of directors to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, the Sponsor and certain of Endurance’s directors and executive officers have interests in the Business Combination that are different from, or in addition to, those of other shareholders generally. Endurance’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, in recommending to shareholders that they approve the Business Combination and in agreeing to vote their shares in favor of the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things, the fact that:

​

•

If the Business Combination with SatixFy or another business combination is not consummated by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles), Endurance will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Endurance Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Endurance Public Shares, which redemption will completely extinguish Endurance Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and, subject to the approval of its remaining shareholders and Endurance’s board of directors and applicable law, dissolving and liquidating. In such event, the 5,000,000 Founder Shares (of which the Sponsor still holds 3,570,000 Founder Shares, and the directors and advisors collectively hold 180,000 Founder Shares), which were originally acquired by the Sponsor for $25,000 (or $0.004 per share, before taking into account the forfeiture of 750,000 Founder Shares when the Endurance IPO underwriters’ over-allotment option expired unexercised), would be worthless because the holders are not entitled to

​

 

22

 

participate in any redemption or distribution with respect to such shares. Such Founder Shares had an implied aggregate market value of approximately $49.5 million (before consideration of any liquidity discount) based upon the closing price of Endurance Public Shares of $9.90 per share on Nasdaq on August 17, 2022. On the other hand, if the Business Combination is consummated, each Endurance ordinary share (including such Founder Shares) will be converted into one SatixFy Ordinary Share subject to adjustment described herein.

•

Upon consummation of the Business Combination, assuming none of the Endurance Public Shareholders demand redemption pursuant to the Endurance Articles, that there are no Dissenting Endurance Shareholders and excluding the potential dilutive impact of any Permitted Interim Financing, the Sponsor and its affiliates are expected to own approximately 9.8% of the SatixFy Ordinary Shares on a fully diluted basis (which includes (1) 500,000 Price Adjustment Shares, (2) 2,770,000 SatixFy Ordinary Shares received in the Business Combination (after forfeiture of 800,000 Founder Shares), (3) 1,000,000 SatixFy Ordinary Shares as part of the PIPE Units, (4) 6,630,000 SatixFy Ordinary Shares underlying the SatixFy Private Warrants, and (5) 500,000 SatixFy Ordinary Shares underlying the PIPE Warrants). The ownership percentages set forth above do not take into account any draws on the Equity Line of Credit, any Permitted Interim Financing or any transactions that may be entered into after the date hereof.

​

The Sponsor paid $25,000 (or $0.004 per share, before taking into account the forfeiture of 750,000 Founder Shares when the Endurance IPO underwriters’ over-allotment option expired unexercised) to purchase 5,000,000 Founder Shares (of which it still holds 3,570,000 Founder Shares, including (1) 800,000 Founder Shares to be forfeited upon the Closing the Business Combination and (2) 628,000 of such shares which would remain subject to vesting and forfeiture following the Closing of the Business Combination if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement) and $6,630,000 to purchase 6,630,000 Endurance Private Warrants (including 2,652,000 of such warrants which would remain subject to vesting and forfeiture following the Closing of the Business Combination if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement) in a private placement from Endurance for $1.00 per private warrant. The Founder Shares held by the Sponsor had an aggregate value of approximately $35.3 million based upon the closing price of the Endurance Public Shares of $9.90 per share on Nasdaq on August 17, 2022 and the Endurance Private Warrants held by the Sponsor had an aggregate market value of approximately $729,300 based upon the closing price of Endurance Public Warrants of $0.11 per Endurance warrant on Nasdaq on August 17, 2022. The Founder Shares and the Endurance Private Warrants will become worthless if Endurance does not consummate a business combination by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles).

•

In connection with the Endurance IPO, the Sponsor transferred 25,000 Founder Shares to each of Mitsui & Co., LTD, Eddie Kato and Simon Cathcart, Endurance’s advisory board members, and 35,000 Founder Shares to each of Gary D. Begeman, Henry E. Dubois and Michael Leitner, Endurance’s independent directors in exchange for $720 in the aggregate. Additionally, in connection with the closing of the Endurance IPO, the anchor investors purchased from the Sponsor an aggregate of 1,250,000 Founder Shares for $5,000 in the aggregate.

​

•

The Sponsor will receive 500,000 Price Adjustment Shares in exchange for providing approximately 0.4 million Escrow Shares (as defined below) as downside protection for the PIPE Investors. The Price Adjustment Shares will vest at three price adjustment achievement dates. See “The Business Combination Agreement — Consideration and Effects of the Business Combination — Price Adjustment Shares” for more information about the achievement dates. The estimated fair value of the Price Adjustment Shares granted to the Sponsor, based on a third-party valuation, is $1.215 million, assuming No Redemption, and $1.149 million, assuming Maximum Redemption. The value of the grant will be accounted for under IFRS 2 as consideration for stock exchange listing services. See “Unaudited Pro Forma Condensed Combined Financial Information.’’

​

•

Pursuant to the Unit Subscription Agreements and after the Closing, if the average trading price of the SatixFy Ordinary Shares during the thirty (30) consecutive days ending on the sixtieth (60th) day after the effectiveness of the resale registration statement that will register the PIPE Shares and

​

 

23

 

PIPE Warrants is less than $10.00 per share, there shall be an adjustment such that the Sponsor shall forfeit, and the PIPE Investors (which includes an affiliate of the Sponsor) shall be entitled to receive at the Closing, up to 391,731 SatixFy Ordinary Shares that were issued to the Sponsor and put into the Escrow Account. All such shares will be released from the Escrow Account to the PIPE Investors by the Sponsor if the trading price of the SatixFy Ordinary Shares is $6.50 or lower during the applicable measurement period. Additionally, existing SatixFy shareholders contributed 1,175,192 SatixFy Ordinary Shares otherwise issuable to them upon Closing that are subject to release from escrow to the PIPE Investors on the same terms as the shares contributed by the Sponsor (including forfeiture to the affiliate of the Sponsor that is participating in the PIPE Financing). If the average trading price of the SatixFy Ordinary Shares during the period described above is equal to or greater than $10.00 per share, the Sponsor and the SatixFy shareholders shall have the above mentioned shares returned to them from the Escrow Account.

•

The Sponsor will be subject to a one hundred eighty (180) day lock-up on sales of SatixFy Ordinary Shares after the Closing, which has been reduced from the Endurance IPO.

​

•

If Endurance is unable to complete a business combination within the required time period, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Endurance for services rendered or contracted for or products sold to Endurance. If Endurance consummates a business combination, on the other hand, Endurance will be liable for all such claims.

​

•

The Sponsor and Endurance’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Endurance’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Endurance fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Endurance may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles). As of the date of this proxy statement/​prospectus, there were no unpaid reimbursable expenses incurred by the Sponsor and Endurance’s officers and directors and their affiliates.

​

•

The Business Combination Agreement provides for the continued indemnification of Endurance’s current directors and officers and the continuation of directors’ and officers’ liability insurance covering Endurance’s current directors and officers.

​

​

•

Endurance’s Sponsor, officers and directors (or their affiliates) may make loans from time to time to Endurance to fund certain capital requirements. If the Business Combination is not consummated, the loans will not be repaid and will be forgiven except to the extent there are funds available to Endurance outside of the Trust Account. As of September 19, 2022, there was $35,000 outstanding and awaiting reimbursement under a promissory note between Endurance and Antarctica Data Partners, LLC, an affiliate of the Sponsor.

​

•

The Sponsor has designated Richard C. Davis, to serve as a member of the board of directors of SatixFy following the closing of the Business Combination and, therefore, in the future Mr. Davis will receive any cash fees, stock options or stock awards that SatixFy’s board of directors determines to pay to its non-executive directors.

​

•

Affiliates of the Sponsor have agreed to invest an aggregate amount of $10.0 million to purchase 1,000,000 PIPE Units in connection with the PIPE Financing to be completed at the closing of the Business Combination.

​

•

The Sponsor will benefit financially from the completion of any business combination even if the stock price declines after such business combination, generating a negative return for other shareholders. The Sponsor will lose substantially all of its investment in Endurance and will not be reimbursed for any out-of- pocket expenses if an initial business combination is not completed prior to March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles). Thus, if the proposed Business Combination with SatixFy is

​

 

24

 

not consummated, Endurance may seek to complete a business combination with a less favorable target company or on terms less favorable to Endurance shareholders rather than choose to dissolve and liquidate.

The Sponsor paid an aggregate of $25,000 (or $0.004 per share, before taking into account the forfeiture of 750,000 Founder Shares when the Endurance IPO underwriters’ over-allotment option expired unexercised) for 5,000,000 Founder Shares (of which it still holds 3,570,000 Founder Shares, including (1) 800,000 Founder Shares to be forfeited upon the Closing the Business Combination and (2) 628,000 of such shares which would remain subject to vesting and forfeiture following the Closing of the Business Combination if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement), which had an implied aggregate market value of approximately $49.5 million (before consideration of any liquidity discount) based upon the closing price of $9.90 per Endurance Public Share on Nasdaq on August 17, 2022. If the proposed Business Combination with SatixFy is consummated, the Sponsor may still earn a positive rate of return on its investment, even if other shareholders experience a negative rate of return post-Business Combination.

•

As a result of multiple business affiliations, Endurance’s officers and directors may have legal obligations relating to presenting business opportunities to multiple entities. Furthermore, the Endurance Articles provide that the doctrine of corporate opportunity will not apply with respect to any of Endurance’s officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. Endurance does not believe, however, that the fiduciary duties or contractual obligations of its officers or directors or waiver of corporate opportunity materially affected its search for a business combination. Endurance’s management is not aware of any such corporate opportunities not being offered to Endurance and does not believe the renouncement of its interest in any such corporate opportunities impacted its search for an acquisition target.

​

Q:

How do the Endurance Public Warrants differ from the Endurance Private Warrants and what are the related risks for any SatixFy Public Warrant holders post business combination?

​

A:

The Endurance Public Warrants are identical to the Endurance Private Warrants, except that, so long as the Endurance Private Warrants are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by Endurance except under certain circumstances as described below; (2) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Business Combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Class A ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.

​

Pursuant to the SatixFy Warrant Assumption Agreement, the Existing Endurance Warrant Agreement between Endurance and Continental, will be amended and restated to provide for the assignment by Endurance of all its rights, title and interest in the outstanding warrants of Endurance to, and the assumption of such warrants by, SatixFy. Pursuant to the SatixFy Warrant Agreement, all Endurance warrants under the Existing Endurance Warrant Agreement will no longer be exercisable for Endurance Class A ordinary shares, but instead will be exercisable for SatixFy Ordinary Shares.

Following the Closing, SatixFy may redeem the SatixFy Public Warrants prior to their exercise at a time that is disadvantageous to you. More specifically:

•

SatixFy will have the ability to redeem outstanding SatixFy Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per SatixFy Public Warrant, provided that the closing price of the SatixFy Ordinary Shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the notice of redemption is sent to the warrant holders (which we refer to as the “Reference Value”), provided that certain other conditions are met.

​

 

25

 

•

SatixFy will also have the ability to redeem the SatixFy Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant, provided the Reference Value of the SatixFy Ordinary Shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), provided that during the 30-day period following notice of the redemption, holders of the public warrants will be entitled to exercise such warrants on a “cashless basis” and to receive a number of SatixFy Ordinary Shares determined by reference to a make-whole table. Please see the subsection entitled “Description of SatixFy Warrants — PublicWarrants”. If the Reference Value of the SatixFy Ordinary Shares is less than $18.00 per share, subject to certain adjustments, the SatixFy Private Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. The value received upon exercise of the SatixFy Public Warrants (1) may be less than the value the holders would have received if they had exercised their SatixFy Public Warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the SatixFy Public Warrants, including because the number of shares received is capped at 0.361 SatixFy Ordinary Shares per whole warrant (subject to adjustment) irrespective of the remaining life of the SatixFy Public Warrants.

​

As of August 17, 2022, the closing price for each Endurance Public Share was $9.90. Assuming that the SatixFy Ordinary Shares trade at the same price after the Closing, SatixFy will not be able to redeem the SatixFy Public Warrants prior to their exercise. However, if the price thresholds described above are met or exceeded, redemption of the outstanding SatixFy Public Warrants could force holders (i) to exercise the public warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) to sell the public warrants at the then-current market price when the holder might otherwise wish to hold its warrants or (iii) to accept the nominal redemption price which, at the time the outstanding public warrants are called for redemption, is likely to be substantially less than the market value of the public warrants.

In the event that SatixFy elects to redeem all of the redeemable warrants as described above, it will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by SatixFy not less than 30 days prior to the redemption date to the registered holders of the public warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the Warrant Agreement shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via SatixFy’s posting of the redemption notice to DTC.

Q:

When do you expect the Business Combination to be completed?

​

A:

It is currently anticipated that the Business Combination will be consummated promptly following the Endurance extraordinary general meeting, which is set for           , 2022; however, such meeting could be adjourned or postponed to a later date, as described above. The Closing is also subject to the approval of the holders of SatixFy Ordinary Shares, SatixFy Preferred Shares and certain individual holders of SatixFy Preferred Shares, as well as other customary closing conditions. For a description of the conditions for the completion of the Business Combination, see the section entitled “The Business Combination Agreement — Conditions to Closing of the Transactions.”

​

Q:

What do I need to do now?

​

A:

Endurance urges you to carefully read and consider the information contained in this proxy statement/​prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder and/or a warrant holder of Endurance. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

​

Q:

When and where will the extraordinary general meeting take place?

​

A:

The extraordinary general meeting will be held on           , 2022, at a.m., Eastern Time, solely over the Internet by means of a live audio webcast. You may attend the extraordinary general meeting

​

 

26

 

webcast by accessing the web portal located at https://​           and following the instructions set forth below. In order to maintain the interactive nature of the extraordinary general meeting, virtual attendees who have registered for the meeting and entered a valid control number will be able to:

•

vote via the web portal during the extraordinary general meeting webcast; and

​

•

submit questions or comments to Endurance’s directors and officers during the extraordinary general meeting by typing in the “Submit a question” box.

​

A separate conference line to allow participants to communicate with each other during the extraordinary general meeting will also be made available.

Q:

How do I attend the Extraordinary General Meeting?

​

A:

The extraordinary general meeting will be held virtually. To register for and attend the extraordinary general meeting, please follow these instructions as applicable to the nature of your ownership of Endurance ordinary shares:

​

•

Shares Held of Record.   If you are a record holder, and you wish to attend the virtual extraordinary general meeting, go to https://​           , enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to register for the online meeting” link at the top of the page. Immediately prior to the start of the extraordinary general meeting, you will need to log back into the meeting site using your control number.

​

•

Shares Held in Street Name.   If you hold your shares in “street” name, which means your shares are held of record by a broker, bank or nominee, and you wish to attend the virtual extraordinary general meeting, you must obtain a legal proxy from the shareholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the extraordinary general meeting. Holders should contact their bank, broker or other nominee for instructions regarding obtaining a proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the extraordinary general meeting. You will receive an e-mail prior to the meeting with a link and instructions for entering the extraordinary general meeting. “Street” name holders should contact Continental on or before           , 2022.

​

Endurance shareholders will also have the option to listen to the extraordinary general meeting by telephone by calling:

The passcode for telephone access is           . You will not be able to vote or submit questions unless you register for and log in to the extraordinary general meeting webcast as described above.

Q:

How do I vote?

​

A:

If you are a holder of record of Endurance ordinary shares at the close of business on the record date, there are two ways to vote your Endurance ordinary shares at the extraordinary general meeting:

​

•

By Mail.   You may vote by proxy by completing the enclosed proxy card and returning it in the postage-paid return envelope and, in any event so as to be received by Endurance no later than at                 a.m. Eastern Time, on                 , 2022, being 48 hours before the time appointed for the holding of the extraordinary general meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted “FOR” all of the proposals in accordance with the recommendation of Endurance’s board of directors. Proxy cards received after a matter has been voted upon at the extraordinary general meeting will not be counted.

​

•

In Person.   You may attend the extraordinary general meeting virtually over the Internet by joining the live audio webcast and voting electronically by submitting a ballot through the web portal during

​

 

27

 

the extraordinary general meeting webcast. You may attend the extraordinary general meeting webcast by accessing the web portal located at https://​           and following the instructions set forth on your proxy card. See “Questions and Answers about the Business Combination and the Extraordinary General Meeting — When and where will the extraordinary general meeting take place?” for more information.

If you hold your Endurance ordinary shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the Endurance ordinary shares you beneficially own are properly counted. If you hold your Endurance ordinary shares in “street name” and you wish to attend the extraordinary general meeting virtually and vote, you must obtain a legal proxy from the shareholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the extraordinary general meeting. Holders should contact their broker, bank or nominee for instructions regarding obtaining a proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the extraordinary general meeting. You will receive an e-mail prior to the meeting with a link and instructions for entering the extraordinary general meeting. “Street name” holders should contact Continental Stock Transfer & Trust Company on or before            , 2022.

Q:

If my Endurance Public Shares are held in “street name,” will my broker, bank or nominee automatically vote my Endurance Public Shares for me?

​

A:

No. Your broker, bank or other nominee cannot vote your Endurance Public Shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee. Broker non-votes are shares held in “street name” by brokers, banks and other nominees that are present or represented by proxy at the meeting, but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such broker, bank or other nominee does not have discretionary voting power on such proposal. Because, under Nasdaq rules, brokers, banks and other nominees holding shares in “street name” do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement/prospectus if a beneficial owner of Endurance Public Shares held in “street name” does not give voting instructions to the broker, bank or other nominee, then those shares will not be permitted under Nasdaq rules to be voted at the meeting, and thus will not be counted as present or represented by proxy at the meeting.

​

Q:

May I change my vote after I have mailed my signed proxy card?

​

A:

Yes. If you are a holder of record of Endurance ordinary shares and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

​

•

you may send another proxy card to Endurance’s transfer agent with a later date so that it is received no later than at                 a.m. Eastern Time, on                 , 2022, being 48 hours before the time appointed for the holding of the extraordinary general meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting);

​

•

you may notify Endurance’s transfer agent in writing, prior to the vote at the extraordinary general meeting, that you have revoked your proxy; or

​

•

you may attend the live audio webcast of the extraordinary general meeting and vote electronically, although your attendance alone will not revoke any proxy that you have previously given.

​

If you hold your Endurance ordinary shares in “street name,” you may submit new instructions on how to vote your shares by contacting your broker, bank or other nominee. If you hold your shares in “street name” and wish to virtually attend the extraordinary general meeting and vote through the web portal, you must obtain a legal proxy from your broker, bank or nominee.

Q:

What constitutes a quorum for the extraordinary general meeting?

​

A:

A quorum is the minimum number of Endurance ordinary shares that must be present to hold a valid meeting. A quorum will be present at the Endurance extraordinary general meeting if a majority of the

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voting power of the issued and outstanding Endurance ordinary shares entitled to vote at the meeting are represented at the virtual extraordinary general meeting or by proxy. As of the date of this proxy statement/prospectus, 12,500,001 Endurance ordinary shares would be required to achieve a quorum. Abstentions will be counted as present for purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum. The Sponsor is a record holder and is entitled to vote an aggregate of approximately 14.3% of the issued and outstanding Endurance ordinary shares. The Sponsor has agreed to appear at the extraordinary general meeting to establish a quorum for the purpose of approving the proposals. In addition to the Endurance ordinary shares held by the Sponsor, Endurance would need 8,930,001 Endurance ordinary shares, or approximately 35.7%, of the 25,000,000 issued and outstanding Endurance ordinary shares to appear at the meeting in order to establish a quorum.

Q:

What shareholder vote thresholds are required for the approval of each proposal brought before the extraordinary general meeting?

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A:

The proposals to be presented at the extraordinary general meeting will require the following votes:

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•

Business Combination Proposal — The approval of the Business Combination Proposal will require an ordinary resolution under Cayman Islands law and pursuant to the Endurance Articles, being the affirmative vote of shareholders holding a majority of the Endurance ordinary shares which are voted on such resolution in person or by proxy at the extraordinary general meeting at which a quorum is present. The Transactions will not be consummated if Endurance has less than $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) either immediately prior to or upon consummation of the Transactions.

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•

Merger Proposal — The approval of the Merger Proposal will require a special resolution under Cayman Islands law and pursuant to the Endurance Articles, being the affirmative vote of shareholders holding at least two-thirds of the Endurance ordinary shares which are voted on such resolution in person or by proxy at the extraordinary general meeting at which a quorum is present.

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•

Adjournment Proposal — The approval of the Adjournment Proposal will require an ordinary resolution under Cayman Islands law and pursuant to the Endurance Articles, being the affirmative vote of shareholders holding a majority of the Endurance ordinary shares which are voted on such resolution in person or by proxy at the extraordinary general meeting at which a quorum is present.

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The Sponsor, Endurance’s officers, directors and advisors and the anchor investors in the Endurance IPO that received Founder Shares are record holders and are entitled to vote an aggregate of 20.0% of the issued and outstanding Endurance ordinary shares. The Sponsor and Endurance’s officers, directors and advisors have agreed to vote any Endurance equity securities, including the Founder Shares, held by them in favor of the Business Combination. Additionally, the anchor investors have agreed to vote any Founder Shares held by them in favor of the Business Combination. Assuming only a majority of all the Endurance ordinary shares entitled to vote at the meeting are represented at the extraordinary general meeting in person or by proxy, in addition to the Founder Shares held by the Sponsor, Endurance directors and advisors and the anchor investors, Endurance would need 3,333,334 Endurance Public Shares, or approximately 16.7%, of the 20,000,000 issued and outstanding Endurance Public Shares to be voted in favor of the Merger Proposal and 1,250,001 Endurance Public Shares, or approximately 6.3%, of the 20,000,000 issued and outstanding Endurance Public Shares to be voted in favor of the Business Combination Proposal and the Adjournment Proposal in order for them to be approved. Assuming all of the Endurance Public Shares entitled to vote at the extraordinary general meeting are represented at the extraordinary general meeting in person or by proxy, in addition to the Endurance ordinary Shares held by the Sponsor, Endurance directors and advisors and the anchor investors, Endurance would need 11,666,667 Endurance Public Shares, or approximately 58.3%, of the 20,000,000 issued and outstanding Endurance Public Shares to be voted in favor of the Merger Proposal and 7,500,001 Endurance Public Shares, or approximately 37.5%, of the 20,000,000 issued and outstanding Endurance Public Shares to be voted in favor of the Business Combination Proposal and the Adjournment Proposal in order for them to be approved. We also will transact any other business as may properly come before the extraordinary general meeting or any adjournment or postponement thereof.

 

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The closing of the Business Combination is conditioned on approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Brokers are not entitled to vote on the Business Combination Proposal, the Merger Proposal or the Adjournment Proposal absent voting instructions from the beneficial holder. Because, under Nasdaq rules, brokers, banks and other nominees holding shares in “street name” do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement/prospectus, if a beneficial owner of Endurance Public Shares held in “street name” does not give voting instructions to the broker, bank or other nominee, then those shares will not be permitted under Nasdaq rules to be voted at the meeting, and thus will not be counted as present or represented by proxy at the meeting.

Q:

What happens if I fail to take any action with respect to the extraordinary general meeting?

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A:

If you fail to take any action with respect to the extraordinary general meeting and fail to redeem your Endurance Public Shares following the procedure described in this proxy statement/prospectus and the Business Combination is approved by the Endurance shareholders and consummated, you will become a shareholder of SatixFy.

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If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is not approved, you will continue to be a shareholder and/or warrant holder of Endurance, as applicable, and Endurance will continue to search for another target business with which to complete an initial business combination. If Endurance does not complete an initial business combination by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles), Endurance will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Endurance Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Endurance Public Shares, which redemption will completely extinguish Endurance Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and, subject to the approval of its remaining shareholders and Endurance’s board of directors and applicable law, dissolving and liquidating.

Q:

What should I do with my share and/or warrant certificates?

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A:

Warrant holders and those Endurance Public Shareholders who do not elect to have their Endurance Public Shares redeemed for a pro rata share of the Trust Account should wait for instructions from Endurance’s transfer agent regarding what to do with their certificates. Endurance Public Shareholders who exercise their redemption rights must deliver their share certificates to Endurance’s transfer agent (either physically or electronically) no later than two (2) business days prior to the extraordinary general meeting as described above.

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Upon consummation of the Transactions, the Endurance warrants, by their terms, will entitle holders to purchase shares of SatixFy. Therefore, warrant holders need not deliver their warrants to Endurance or SatixFy at that time.

Q:

What should I do if I receive more than one set of voting materials?

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A:

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Endurance ordinary shares.

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Q:

What are the U.S. federal income tax consequences to me if I exercise my redemption rights?

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A:

A U.S. Holder (as defined below) who exercises its redemption rights will receive cash in exchange for the tendered shares, and either will be considered for U.S. federal income tax purposes to have made a sale or exchange of the tendered shares, or will be considered for U.S. federal income tax purposes to have received a distribution with respect to such shares that may be treated as: (i) dividend income, (ii) a nontaxable recovery of basis in its investment in the tendered shares, or (iii) gain (but not loss) as if the shares with respect to which the distribution was made had been sold. See the section entitled “U.S. Federal Income Tax Considerations — U.S. Holders — U.S. Holders Exercising Redemption Rights with Respect to Endurance ordinary shares.”

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Q:

What are the U.S. federal income tax consequences of the Business Combination to me?

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A:

It is intended that the Business Combination qualify as a “reorganization” within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”) with respect to U.S. Holders of the Endurance ordinary shares and/or Endurance warrants. However, there are significant factual and legal uncertainties as to whether the Business Combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. If any requirement for the Business Combination to qualify as a “reorganization” within the meaning of Section 368(a) of the Code is not met, then a U.S. Holder of Endurance ordinary shares and/or Endurance warrants generally would recognize gain or loss in an amount equal to the difference, if any, between the fair market value of SatixFy Ordinary Shares and/or SatixFy Warrants, as applicable, received in the Business Combination, over such U.S. Holder’s aggregate tax basis in the corresponding Endurance ordinary shares and/or Endurance warrants surrendered by such U.S. Holder in the Business Combination. Even if the Business Combination otherwise qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, U.S. Holders may be required to recognize gain (but not loss) on account of the application of the Passive Foreign Investment Company (“PFIC”) rules, as described in more detail below under “U.S. Federal Income Tax Considerations — U.S. Holders — The Business Combination — Application of the PFIC Rules to the Business Combination.”

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U.S. Holders of Endurance ordinary shares and/or Endurance warrants should consult their tax advisors to determine the tax consequences if the Business Combination does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the application of the PFIC rules to their specific situation in connection with the Business Combination.

Q:

Who can help answer my questions?

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A:

If you have questions about the Business Combination or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact:

​

Endurance Acquisition Corp.
630 Fifth Avenue, 20th Floor
New York, NY 10111
Tel: (646) 585-8975
Attn: Richard Davis
Email: info@enduranceacquistion.com

You may also contact the proxy solicitor for Endurance at:

MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, New York 10018
Stockholders Call Toll-Free: (800) 322-2885
International Callers: +1 (212) 929-5500
Email: proxy@mackenziepartners.com

 

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You may also obtain additional information about Endurance from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Endurance Public Shares and you intend to seek redemption of your shares, you will need to deliver your shares (either physically or electronically) to Endurance’s transfer agent at the address below at least two (2) business days prior to the vote at the extraordinary general meeting. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Email: mzimkind@continentalstock.com

 

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Pro Forma Capitalization

The pro forma equity valuation of SatixFy upon consummation of the Transactions is estimated to be approximately $670 million, assuming no redemptions. We estimate that, immediately after the Closing, assuming none of the Endurance Public Shareholders demand redemption pursuant to the Endurance Articles and that there are no Dissenting Endurance Shareholders and excluding the potential dilutive impact of any Permitted Interim Financing, the Equity Line of Credit or SatixFy Warrants, the existing shareholders of SatixFy will own approximately 68.7% of the outstanding SatixFy Ordinary Shares, Endurance Public Shareholders (together with holders of Founder Shares other than the Sponsor) will own approximately 24.1% of the outstanding SatixFy Ordinary Shares, the Sponsor, together with affiliates of the Sponsor that will receive PIPE Units, will own approximately 4.8% of the outstanding SatixFy Ordinary Shares and the PIPE Investors (excluding affiliates of the Sponsor) will own approximately 2.2% of the outstanding SatixFy Ordinary Shares. Assuming maximum redemption by Endurance Public Shareholders and excluding the potential dilutive impact of any Permitted Interim Financing, the Equity Line of Credit or SatixFy Warrants, it is anticipated that the existing shareholders of SatixFy will own approximately 88.0% of the outstanding SatixFy Ordinary Shares, Endurance Public Shareholders (together with holders of Founder Shares other than the Sponsor) will own approximately 2.8% of the outstanding SatixFy Ordinary Shares, the Sponsor, together with affiliates of the Sponsor who will receive PIPE Units, will own approximately 6.1% of the outstanding SatixFy Ordinary Shares and the PIPE Investors (excluding affiliates of the Sponsor) will own approximately 2.7% of the outstanding SatixFy Ordinary Shares. Both scenarios reflect the Price Adjustment Shares and Unvested Sponsor Interests, all of which are entitled to voting and economic rights, but are not included in the calculation of pro forma basic loss per share because they remain subject to vesting and forfeiture and are not reflected in the calculation of pro forma diluted loss per share because the effect of their inclusion would be anti-dilutive. See “Unaudited Pro Form Condensed Combined Financial Information.”

Merger Consideration

On March 8, 2022, Endurance entered into the Business Combination Agreement with SatixFy and Merger Sub. Pursuant to the Business Combination Agreement, Merger Sub will merge with and into Endurance, with Endurance surviving the merger. The Business Combination Agreement was amended on June 13, 2022. As a result of the Business Combination, and upon consummation of the Business Combination and the Transactions, Endurance will become a wholly owned subsidiary of SatixFy, with the shareholders of Endurance becoming shareholders of SatixFy.

Prior to the Effective Time, each SatixFy Preferred Share will be converted into one SatixFy Ordinary Share. Immediately following the Preferred Share Conversion, but prior to the Effective Time, SatixFy will effect the Pre-Closing Recapitalization, pursuant to which each issued and outstanding SatixFy Ordinary

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Summary Risk Factors

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described under “Risk Factors”. Such risks include, but are not limited to:

•

SatixFy is an early stage company that has not demonstrated a sustained ability to generate predictable revenues. If SatixFy does not generate revenue as expected, its financial condition will be materially and adversely affected.

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•

The global COVID-19 pandemic has harmed and could continue to harm SatixFy’s business, financial condition, and results of operations.

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•

SatixFy may face increased risks and costs associated with volatility in labor or component prices or as a result of supply chain or procurement disruptions, which may adversely affect its operations.

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•

Obtaining customer contracts may require SatixFy to participate in lengthy competitive selection processes that require it to incur significant costs.

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•

Some of SatixFy’s customers may require its chips and satellite communications systems to undergo a demonstration process that does not assure future sales or customer contracts.

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SatixFy generates a significant percentage of its revenue from certain key customers, and anticipate this concentration will continue for the foreseeable future, and the loss of one or more of its key customers could negatively affect its business and operating results.

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SatixFy may not be able to continue to develop its technology or develop new technologies for its existing and new satellite communications systems.

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Deterioration of the financial conditions of SatixFy’s customers could adversely affect its operating results.

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•

SatixFy operates in a highly competitive industry and may be unsuccessful in effectively competing in the future.

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•

SatixFy has incurred net losses in each year since inception and may not be able to continue to raise sufficient capital or achieve or sustain profitability.

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•

SatixFy may not be able to generate sufficient cash to service its indebtedness.

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took precautionary measures intended to help minimize the risk of the virus to our employees, including requiring some of our employees to work remotely and suspending all non-essential travel.

Among other things, the COVID-19 pandemic has caused a significant decline in aviation travel, which has resulted in several project delays in relation to In Flight Connectivity (“IFC”) and has adversely affected our business and results since 2020. Beginning in the first quarter of 2020, several opportunities at different stages of negotiations were postponed and exhibitions and sales meetings were canceled. In addition, work on many of our current projects was delayed, as more than 50% of our employees worked from home during a period of over eight months. This led to delays in project schedules, and several of our customers put current projects on hold or postponed anticipated projects in light of uncertainties surrounding the air travel industry and demand for satellite communications-related products and services.

Additionally, many manufacturing businesses globally are currently experiencing supply chain issues with respect to electronic components and other materials and labor used in their production processes, which is due to a complex array of factors, including the COVID-19 pandemic. Supply chain issues experienced by suppliers that we rely on has resulted, and may in the future result in, increases in the prices we pay such suppliers and delays in our ability to meet obligations under our contracts. See “— We are currently experiencing, and may continue to experience, increased risks and costs associated with volatility in labor or component prices or as a result of supply chain or procurement disruptions, which may adversely affect our operations.”

Our customers’ businesses or cash flows have been and may continue to be negatively impacted by COVID-19, which may lead them to continue to delay upgrading their existing satellite communications systems or lead them to delay the advancement of their satellite communications projects, seek adjustments to payment terms or delay making payments or default on their payables, any of which may impact the timely receipt and/or collectability of our receivables. The economic uncertainty caused by the COVID-19 pandemic may continue to make it difficult for us to forecast revenue and operating results and to make decisions regarding operational cost structures and investments. We have committed, and we plan to continue to commit, resources to grow our business, including to expand our technology development, international presence and employee base, and such investments may not yield anticipated returns, particularly if worldwide business activity continues to be impacted by the COVID-19 pandemic.

At this time, we are unable to predict whether the COVID-19 pandemic will result in long-term changes to business practices, including but not limited to a long-term reduction in air travel as a result of increased usage of “virtual” and “teleconferencing” products, which could lead to a decline in demand for air travel and IFC services. The full extent of the ongoing impact of the COVID-19 pandemic on our longer-term operational and financial performance will depend on future developments, many of which are outside of our control. These challenges and uncertainties, in addition to the challenges and uncertainties discussed below in relation to our decision to update the presentation of our prospective financial information in “Proposal One — The Business Combination Proposal — Unaudited Prospective Financial Information of SatixFy,” make it difficult to predict the magnitude and nature of the near and long-term impacts of the COVID-19 pandemic and other macro-economic events on our business, operations and financial results. The full effect of the COVID-19 pandemic and other macro-economic events on our business is unlikely to be fully realized, or reflected in our financial results, until future periods.

We are currently experiencing, and may continue to experience, increased risks and costs associated with volatility in labor or component prices or as a result of supply chain or procurement disruptions, which may adversely affect our operations.

Our chips and satellite communications systems, including the manufactured assemblies used in our satellite communications systems, are manufactured by third parties in several countries in Europe and in the Far East using inputs, such as silicon wafers, laminate substrates, gold, copper, lead frames, mold compound, ceramic packages and various chemicals and gases as well as other production supplies used in our manufacturing processes. Additionally, worldwide manufacturing capacity for chips is relatively inelastic. The present demand for chips is exceeding market supply, which has resulted in increases in the prices we pay for our supply of chips, as well as extended delivery delays beyond what we have experienced in the past. If such supply and demand pressure continues, the prices we pay for our chips and, potentially, other components and assemblies could become substantially more expensive and the delivery time for such

 

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products could be materially prolonged, which would have an adverse effect on our ability to meet our customers’ demand. The current global shortage in semiconductor and electronic components, resulting mainly from macro trends such as strong demand for 5G devices and high performance computing, as well as the impact of the COVID-19 pandemic and the Russia-Ukraine armed conflict, has resulted in disruptions in our supply chain and delays in the delivery of our chips by our third party manufacturers, increases in the prices of our chip components and manufacturing and disruptions in the operations of our suppliers and customers. For example, one of our customers is reconsidering the scale and timing of its plans to launch a new LEO communications satellite constellation and certain of our other current and prospective customers are reconsidering investments in their satellite and IFC projects and infrastructure. Additionally, because the quantity of chips and assemblies we order comprises a small percentage of the overall output of our third party manufacturers, our third party manufacturers may prioritize their near-term capacity for the production of products for larger companies while extending delivery times for our products. If this chip manufacturing capacity shortage continues for a prolonged period of time, or if we are unable to secure manufacturing capacity on acceptable price and delivery terms, it could negatively impact our ability to meet our customer’s demand for our chips and satellite communications systems and have an adverse impact on our revenue, results of operations and customer relationships. See “We rely on third parties for manufacturing of our chips and other satellite communications system components. We do not have long-term supply contracts with our foundry or most of our third-party manufacturing vendors, and they may not allocate sufficient capacity to us at reasonable prices to meet future demands for our solutions.”

Many of the manufacturers of our chips and satellite communications systems components are located outside of the jurisdictions in which we have facilities and sites, necessitating international shipping. Supply chain disruptions have occurred, and may continue to occur from time to time due to a range of factors beyond our control, including, but not limited to, COVID-19 related restrictions and quarantine mandates, international conflicts, such as Russia’s invasion of Ukraine, climate change, increased costs of labor, freight cost and raw material price fluctuations or a shortage of qualified workers. Such supply chain disruptions could materially impact our operating performance and financial position, including if deliveries to us are delayed or if such disruptions negatively impact the business and operations of our key customers.

The Russia-Ukraine armed conflict poses indirect but unpredictable risks of disruption to our business. Several of our current and prospective customers are operators of communication satellite constellations and have historically used Russian-based launch facilities and vehicles to place their satellites into orbit. If these customers are unable to find alternative launch venues on a timely basis or at all, they may experience delays in deploying their satellites, which in turn could cause them to defer orders for our satellite communications chips and satellite payloads. For example, OneWeb, one of our significant customers, recently announced that it was suspending all satellite launches from Russia’s Baikonur Cosmodrome. While OneWeb announced that it plans to partner with companies in other countries to launch their satellites, which we anticipate including test launches of satellites equipped with our payload systems, we have no control over its ability to transition its expected satellite launches on a timely basis. OneWeb also recently announced its intention to pursue a merger of equals with Eutelsat, a major GEO satellite provider, in 2023, which may result in further delays or changes in OneWeb’s satellite projects. Additionally, recent reports indicated that the Russia-Ukraine conflict may have an adverse impact on the supply of certain commodities, of which Ukraine and Russia were significant producers (for example, neon gas), used in the fabrication of silicon chips. Our ability to mitigate the potential adverse impacts of the Russia-Ukraine conflict on our supply chain or the supply chains of our customers is limited, as the impacts are largely indirect and it is difficult for us to predict at this time how our suppliers and customers will adjust to the new challenges or how these challenges will impact our costs or demand for our products and services. The effects of the sanctions implemented in response to the conflict may also adversely affect our industry, including chip supply chains, to the extent that they lead to higher energy and manufacturing costs, lower economic growth or deferrals of investment in satellite communications technology.

Additionally, the third-party manufacturers, suppliers and distributors that we contract with are susceptible to losses and interruptions caused by factors outside of their control, such as COVID-19 related restrictions and quarantine directives, floods, hurricanes, earthquakes, typhoons, volcanic eruptions, and similar natural disasters, as well as power outages, telecommunications failures, industrial accidents, geopolitical instability (including instability caused by international conflict, such as Russia’s invasion of Ukraine or the increasing potential of conflicts in Asia implicating the global semiconductor supply-chain,

 

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such as conflicts between Taiwan and China), health and safety epidemics and similar events. The occurrence of natural or conflict-related disasters in any of the regions in which these third-party service providers operate could severely disrupt the operation of our business by negatively impacting our supply chain, our ability to deliver products, and the cost of our products. Such events can negatively impact revenue and earnings and can significantly impact cash flow, both from decreased revenue and from increased costs associated with the event. In addition, these events could cause consumer confidence and spending to decrease or result in increased volatility to the U.S. and worldwide economies.

The magnitude and nature of the effects of these challenges and uncertainties on our business, in addition to the challenges and uncertainties discussed below in relation to our decision to update the presentation of our prospective financial information in “Proposal One — The Business Combination Proposal — Unaudited Prospective Financial Information of SatixFy,” are difficult to predict and such effects may not be fully realized, or reflected in our financial results, until future periods. Additionally, due to the inherent difficutly in preparing precise prospective information and in light of the challenges and uncertainties associated with the events discussed above and elsewhere in this proxy statement/prospectus, we may have failed to accurately estimate the magnitude of such events in preparing the updated prospective financial information in “Proposal One — The Business Combination Proposal — Unaudited Prospective Financial Information of SatixFy,” as further discussed in that section. As a result, SatixFy’s management advises readers not to rely on the forecasts, including the updated projections, in this proxy statement/prospectus as “guidance” or as otherwise predictive of actual future events, and actual results may differ from the updated projections, potentially materially.

We rely on third parties for manufacturing of our chips and other satellite communications system components. We do not have long-term supply contracts with our foundry or most of our third-party manufacturing vendors, and they may not allocate sufficient capacity to us at reasonable prices to meet future demands for our solutions.

The semiconductor industry is subject to intense competitive market pressure. Accordingly, any increase in the cost of our chips or satellite communications systems, whether by adverse purchase price variances or adverse manufacturing cost variances, will reduce our gross margins and operating profit. We currently rely on third parties for a substantial amount of our manufacturing operations. If one or more of these vendors terminates its relationship with us, or if they fail to produce and deliver our products according to our requested demands in specification, quantity, cost and time, our ability to ship our chips or satellite communications systems to our customers on time and in the quantity required could be adversely affected, which in turn could cause an unanticipated decline in our sales and damage our customer relationships.

Currently, the majority of our chips are supplied by a single foundry, GlobalFoundries. We obtain manufacturing services from our foundry vendor and negotiate pricing on a purchase order-by-purchase order basis. We do not have contractual assurances from our foundry vendor that adequate capacity will be available to us when we need it or to meet our anticipated future demand for chips. We have experienced delays and price increases in 2022 with respect to the production of chips at our foundry vendor, and expect that we will continue to experience delays and/or increased prices in the near term due to unprecedented levels of demand and the resulting tightening of capacity at our foundry vendor. If this trend continues, it could limit the volume of chips and satellite communications systems we can produce and/or delay production of new chips or satellite communications systems, both of which would negatively impact our business. If these conditions continue for a substantial period or worsen, our ability to meet our anticipated demand for our solutions could be impacted which, in turn, could negatively impact our operations and financial results.

Our foundry vendor may allocate capacity to the production of other companies’ products while extending delivery times for our products and may also reduce deliveries to us on short notice. In particular, other companies that are larger and better financed than we are or that have long-term agreements with our foundry vendor may cause our foundry vendor or assembly and test vendors to reallocate capacity to them, decreasing the capacity available to us. The unavailability of our foundry could significantly impact our ability to produce our chips or satellite communications systems or delay production, which would negatively impact our business. Additionally, the majority of our chips are designed to be compatible with

 

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the manufacturing processes and equipment employed by GlobalFoundries and switching to a new foundry vendor for these chips may require significant cost and time.

We do not presently own or operate any in-house manufacturing or assembly facilities and do not anticipate making any investments in new facilities in the near term and, accordingly, expect to continue to rely on third party vendors or sub-contractors for these services. We currently do not have long-term supply contracts with most of our other third-party vendors, and we negotiate pricing with our main vendors on a purchase order-by-purchase order basis. Therefore, they are not obligated to perform services or supply product to us for any specific period, in any specific quantities, or at any specific price, except as may be provided in a particular purchase order. The ability of our vendors to provide us with products or services is limited by their available capacity, existing obligations and technological capabilities.

If we need to contract additional third party vendors or sub-contractors, we may not be able to do so cost-effectively or on a timely basis, if at all.

Obtaining customer contracts may require us to participate in lengthy competitive selection processes that require us to incur significant costs.

We expect to sell our satellite communications systems for integration into our customers’ systems primarily at the design stage. These efforts to achieve design wins may be lengthy, and may require us to incur both design and development costs or dedicate scarce engineering resources in pursuit of a single customer opportunity. We may not prevail in the competitive selection process, and even when we do achieve a design win, we may never generate any product development or product sale revenue despite incurring development expenditures. For example, in the past we had achieved certain design wins and projected substantial future revenue as a result of such design wins. Subsequently, based on factors outside of our control, the applicable end customers delayed or cancelled the projects, resulting in a loss of projected revenue. In addition, even if a customer designs one of our chips or satellite communications systems into one of its systems, we cannot be assured that we will secure new design wins from that customer for future systems. Further, even after securing a design win, we have experienced and may again experience delays in generating revenue from our chips and satellite communications systems as a result of the lengthy product development cycle typically required, if we generate any revenue at all as a result of any such design win.

Our customers may take a considerable amount of time to evaluate our chips and satellite communications systems. The delays inherent in these lengthy sales cycles increase the risk that a customer will decide to cancel, curtail or delay its product plans, causing us to lose anticipated sales. In addition, any delay or cancellation of a customer’s plans could harm our financial results. If we are unable to generate revenue after incurring substantial expenses to develop any of our solutions, our business would suffer.

Some of our customers may require our chips and satellite communications systems to undergo a demonstration process that does not assure future sales or customer contracts.

Prior to purchasing our chips or satellite communications systems, some of our customers may require that our chips or satellite communications systems undergo extensive demonstration processes, which may involve the testing of our chips or satellite communications systems in the customers’ systems or via a prototype demonstration. We may also undertake to commit resources to prepare a demonstration for a prospective costumer, in which case we would bear the expenses of the demonstration. The demonstration process varies by the customer and the product, and may take several months. The demonstration of a chip or satellite communications system to a customer does not assure any sales of the chip or the satellite communications system to that customer. After demonstration of our chip or satellite communications system and entry into an agreement for the development of a satellite communications system or sale of a chip, it can take several months or more before the customer commences volume production of components or systems that incorporate our satellite communications systems or chips. Despite these uncertainties, we may devote substantial resources, including design, engineering, sales, marketing and management efforts, to demonstrate our chips or satellite communications systems to customers in anticipation of sales and without an expectation of reimbursement of these costs or generating future revenues and gross profits from the projected sale of the chips or satellite communications systems.

 

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We generate a significant percentage of our revenue from certain key customers, and anticipate this concentration will continue for the foreseeable future, and the loss of one or more of our key customers could negatively affect our business and operating results.

We derive a significant portion of our revenue from a limited number of customers and, because the satellite communications industry is characterized by a relatively small number of large players, we anticipate that this customer concentration will continue for the foreseeable future. Collectively, our three largest customers accounted for, in the aggregate, approximately 68% and 97% of our revenues in the years ended December 31, 2021 and December 31, 2020, respectively. If we fail to deliver upon contracts with these three customers, or upon the contracts of other large customers, or if demand by these customers for our chips and satellite communications systems decreases substantially, our revenues and operating results could be materially adversely affected.

In connection with our contracts and arrangements with our largest customers, we have agreed and may in the future agree to certain restrictions on the sale and license of the developed product and systems to secure the contract and necessary collaboration for the project. Of our three top customers, Jet Talk, our joint venture which is accounted for as an equity method investee in our financial statements and in which we own a 51% equity stake but which we do not control, accounted for approximately 14% and 68% of our revenues in the years ended December 31, 2021 and December 31, 2020, respectively, all of which was revenue for the provision of research and development services. We have two contracts with Jet Talk, both related to the development of an Aero/IFC satellite communications terminal for commercial aircraft, which under our joint venture agreement Jet Talk will have the exclusive right to commercialize and sell to the commercial aviation market.

Our customers’ continued success will depend in large part on growth within their respective markets. Demand in these markets fluctuates significantly, driven by the development of new technologies and prevailing economic conditions. Factors affecting these markets could seriously harm our customers and, as a result, harm us, including:

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the effects of catastrophic and other disruptive events at our customers’ operational sites or targeted markets including, but not limited to, natural disasters, telecommunications failures, geopolitical instability caused by international conflict, including Russia’s invasion of Ukraine in February 2022, cyber-attacks, terrorist attacks, pandemics, epidemics or other outbreaks of infectious disease, including the current COVID-19 pandemic, breaches of security or loss of critical data;

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•

increased costs associated with potential disruptions to our or our customers’ supply chain and other manufacturing and production operations;

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•

the deterioration of our customers’ financial condition;

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delays and project cancellations as a result of design flaws in the chips and communications systems developed by us or our customers;

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the inability of our customers to dedicate the resources necessary to promote and commercialize their products;

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the inability of our customers to adapt to changing technological demands resulting in their products becoming obsolete; and

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the failure of our satellite communications systems or our customers’ products to achieve market success and gain market acceptance.

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Any slowdown or a disruption in the growth of these markets could adversely affect our financial condition and results of operations.

The success of our business is highly dependent on our ability to effectively market and sell our technologies and to convert contracted revenues and our pipeline of potential contracts into actual revenues, which can be a costly process.

To date, we have relied heavily on equity and debt financing to fund our business and operations, and we are currently generating revenue from a limited number of customer contracts. See “Risk Factors — We

 

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generate a significant percentage of our sales from certain key customers and the loss of one or more of our key customers could negatively affect our business and operating results.” Our success will be highly dependent on our ability to retain and expand our business with existing customers and convert our pipeline of potential contracts into revenues. If we fail to sign contracts with at least some of the customers envisaged in our pipeline, particularly with large customers over the next years when any large contract would significantly impact our revenues and financial results, and grow sufficient business volume with such customers, our business, financial condition and results of operations will be materially and adversely affected.

Our ability to establish and expand our customer relationships is subject to several factors, including, among other things, our ability to overcome customer concerns relating to our lack of experience or track record in providing chips and satellite communications systems to customers in the same industry, competition from more experienced service providers, and our customers’ level of satisfaction with our technology, chips, satellite communications systems and services. For example, two customers with whom we were discussing prospective new contracts recently informed us that they selected our larger competitors with longer track records of providing space-based and aircraft-based satellite communications solutions as principal contractors for their satellite communications needs.

If our satellite communications systems or chips fail to perform as expected or their commercial availability or production is significantly delayed as compared to the timelines we establish with our customers, our business, financial condition and results of operations may be harmed.

It is difficult to predict our future revenues and appropriately budget for our expenses, and we have no control over, and may have limited insight into, certain trends that may emerge and affect our business. The projected financial information appearing elsewhere in this proxy statement/prospectus was prepared by our management in connection with the Business Combination and, other than with respect to the original projections, reflects current estimates of future performance. In the event that actual results differ from our estimates or we adjust our estimates in future periods, our operating results, prospects and financial position could be materially and adversely affected.

We may not be able to continue to develop our technology or develop new technologies for our existing and new satellite communications systems.

The satellite communications industry is subject to rapid technological changes, new and enhanced product introductions, product obsolescence and changes in user requirements. Our ability to compete successfully in the satellite communications market depends on our ability to successfully enhance our existing technology and develop new chips and satellite communications systems that are responsive to the latest technological advances. Our ability to continue to enhance our existing technology, or develop new technology that is responsive to changing technological requirements and suitable for the needs of market participants, depends on a number of factors, including the following:

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our ability to anticipate the needs of the market for new generations of satellite communications digital chip technology;

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our ability to continue funding and to maintain our current research and development activities, particularly the development of enhancements to our chips and systems;

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our ability to successfully integrate our advanced technologies and system design architectures into satellite communications systems that are compatible with our customers’ infrastructure;

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our ability to develop and introduce timely and on-budget new satellite communications systems that meet the market’s technological requirements;

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our ability to establish close working relationships with our customers and to have them integrate our satellite communications systems in their design of new communications systems;

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our ability to maintain intellectual properties rights, whether proprietary or third party, that are necessary to our research and development activities, such as chip development software;

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our ability to gain access to the proprietary waveforms that potential customers utilize; and

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our ability to obtain funding for continuing our technology and product development.

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Some of our chips and satellite communications systems are in the development or engineering (involving the customization of a developed product to the customer’s specifications) stage with limited or no sales to date, and we cannot assure that our chips and satellite communications systems will be successful. If we are unable to design and develop new chips and satellite communications systems that are compatible with current technological needs, it could materially harm our business, financial condition and results of operations.

We will be reliant on our joint venture partner, ST Electronics (Satcom & Sensor Systems) Pte Ltd. (“STE”), for the success of Jet Talk joint venture and, therefore, our Aero/IFC terminals business.

In 2018, we established a joint venture, Jet Talk, with STE. We hold 51% of the equity in Jet Talk and our joint venture partner, STE, participates in significant financial and operational decisions, including participating in the appointment of Jet Talk’s chief executive officer and direct Jet Talk’s R&D (which is performed by us), marketing activities, and funding. We are developing our Aero/IFC satellite communications terminal for commercial aircraft under agreements with Jet Talk and, under our joint venture agreement with STE, Jet Talk will have the exclusive right to commercialize and sell our Aero-IFC terminals and related products to the commercial aviation market. We believe that the Aero/IFC sector is likely to represent a substantial portion of our future business and revenues, most of which are likely to be driven by the commercial aviation market. Accordingly, we expect to rely primarily on STE for managing Jet Talk and directing the marketing and sale of our Aero/IFC terminals. While we believe our interests are aligned with STE’s, these interests may diverge in the future, including as a result of STE pursuing a different strategy, developing its own competing product, selling or exiting its aerospace business, or other reasons outside of our control. If any of these things were to occur, we would have to replace STE as a partner or expand our own sales and marketing resources, which could increase our costs and materially adversely affect our results of operations.

Additionally, once we complete the development of and are able to commercialize our Aero/IFC satellite communications terminals, the revenues and margins attributable to such sales will not be fully reflected in our consolidated financial statements, which will instead reflect our sales of products and services to Jet Talk and our equity in Jet Talk’s net income or loss for each reporting period. This may make it more difficult for investors and analysts to analyze our business and performance trends relative to companies that consolidate their material operations. See Note 8 to SatixFy’s consolidated financial statements included elsewhere in this proxy statement/prospectus.

Deterioration of the financial condition of our customers could adversely affect our operating results.

Deterioration of the financial condition of our customers could adversely impact our collection of accounts receivable and may result in delays in product orders or contract negotiations. In particular, the COVID-19 pandemic has impacted the financial performance of many of our customers, in part due to significant slowdown in commercial air traffic and reduced demand for products and services for commercial aviation markets. Collectively, our three largest customers accounted for approximately 68% and 97% of our revenue for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, accounts receivable with these customers were approximately $0.6 million. We regularly review the collectability and creditworthiness of our customers to determine an appropriate allowance for credit losses. Based on our review of our customers, we currently have only immaterial reserves for uncollectible accounts. If our uncollectible accounts, however, were to exceed our current or future allowance for credit losses, our operating results would be negatively impacted. Further, recent global inflationary trends and financial markets volatility have resulted in funding constraints that may affect the timing and scale of investments in new communications satellite constellations and related infrastructure by some of our existing and prospective customers. The effects of recent macroeconomic uncertainties on our customers have also resulted in delays to contract negotiations or customer orders, and may result in further delays. For example, one of our customers recently announced that it is reconsidering the scale and timing of its plans to launch a new LEO communications satellite constellation and another recently delayed a product tender in which we expect to participate. These and any new or further delays in new contracts or customer orders could materially adversely affect our financial condition and operating results.

 

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We operate in a highly competitive industry and may be unsuccessful in effectively competing in the future.

We operate in the highly competitive and rapidly developing industry of satellite communications, and we face intense worldwide competition in the introduction of new chips and satellite communications systems. Our customers’ selection processes are typically highly competitive, and our chips and satellite communications systems may not be included in the next generation of their products and systems.

We compete with various companies across the various satellite communications industry’s segments we serve. In addition to our direct competitors, some of our customers and suppliers also compete with us to some extent by designing and manufacturing their own satellite communications systems. We face intense competition to introduce new technologies and satellite communications systems, and to competitively price our chips and satellite communications systems. Many of our current and potential competitors have existing customer relationships, established patents and other intellectual property, greater access to capital, advanced manufacturing capabilities, more experience in the satellite communications industry and substantial technological resources. We may not be able to compete successfully against current or future competitors, which would adversely affect our business, financial condition and results of operations.

Pricing at too high a level could adversely affect our ability to gain new customers and retain current customers, while increased competition could force us to lower our prices or lose market position and could adversely affect growth prospects and profitability. Relatedly, if we are unable to deliver on our contracts with our existing customers for any reason or if we fail to meet customer needs and expectations, we may lose our existing contracts or our reputation could be harmed, either of which would have a material adverse effect on our business, operations and financial condition.

The magnitude and nature of the effects of these challenges and uncertainties on our business, in addition to the challenges and uncertainties discussed below in relation to our decision to update the presentation of our prospective financial information in “Proposal One — The Business Combination Proposal — Unaudited Prospective Financial Information of SatixFy,” are difficult to predict and such effects may not be fully realized, or reflected in our financial results, until future periods. Additionally, due to the inherent difficutly in preparing precise prospective information and in light of the challenges and uncertainties associated with the events discussed above and elsewhere in this proxy statement/prospectus, we may have failed to accurately estimate the magnitude of such events in preparing the updated prospective financial information in “Proposal One — The Business Combination Proposal — Unaudited Prospective Financial Information of SatixFy,” as further discussed in that section. As a result, SatixFy’s management advises readers not to rely on the forecasts, including the updated projections, in this proxy statement/prospectus as “guidance” or as otherwise predictive of actual future events, and actual results may differ from the updated projections, potentially materially.

If the satellite communications markets fail to grow, our business could be materially harmed.

We develop and market satellite communications systems and digital chips across the value chain for the satellite communications industry. The industry is undergoing a dramatic transformation due to lower cost solutions and miniaturization as well as introduction of new technologies and manufacturing practices. Demand for large GEO communication satellites has fallen as new satellite operators prepare to launch constellations of hundreds or thousands of smaller, lower cost LEO and MEO broadband satellites, increasing the need for chips and products that are small in size, low in weight, with low power consumption and low cost. Because the industry is constantly changing, it is difficult to predict the rate at which these markets will grow or decline.

If the markets for commercial satellite communications systems fail to grow, or if we fail to penetrate the market for LEO satellites, or if LEO satellite operators to whom we are targeting for the sale of our satellite communications systems do not successfully deploy their satellites, or fail to build their clientele in a reasonable period, our business could be materially harmed. Additionally, if we fail to penetrate the market for IFC systems, or if airline operators or service providers to whom we are targeting for the sale of our IFC systems do not select our IFC system, or decide not to pursue IFC upgrade, our business could be materially harmed. A significant decline or a delay in the growth in these two markets, could materially harm our business and impair the value of our shares.

 

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We have incurred net losses in each year since inception and may not be able to continue to raise sufficient capital or achieve or sustain profitability.

We have incurred net losses and had net cash outflows from operating activities in each year since 2012, when we commenced operations. We have invested and continue to invest significantly in our business, including in technology research and development and the recruitment of quality industry talent. As of December 31, 2021, we have invested over $180 million in research and development, a substantial portion of which has been defrayed by government and public entity grants.

We have based some of our plans, budgets and financial projections on assumptions that may prove to be wrong, and we may be required to utilize our available capital resources sooner than we expect. Changing circumstances could also cause us to consume capital faster than we currently anticipate, and we may need to spend more than currently expected. The timing of the completion of the development and engineering of our satellite communications systems that are expected to drive our future results is uncertain. The commercialization of these products may also entail unpredictable costs and is subject to significant risks, uncertainties and contingencies, many of which are beyond our control. Certain of these risks and uncertainties include, but are not limited to, changing business conditions, continued supply chain challenges, other disruptions due to the COVID-19 pandemic and governmental responses thereto, competitive pressures, regulatory developments or the cessation of public sector research and development funding, among other potential developments. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. Debt financing could contain restrictive covenants relating to financial and operational matters including restrictions on the ability to incur additional secured or unsecured indebtedness that may make it more difficult to obtain additional capital with which to pursue business opportunities. If financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to decrease our level of investment in product development or scale back our operations, which could have a material adverse impact on our business and financial prospects.

In addition, as of December 31, 2021, we had financial debt of $17.8 million and our liabilities exceeded our assets by $37.4 million. As a result of the capital and indebtedness we have raised and the cash and cash equivalents we have on hand, together with an assessment of our business plans, budgets and forecasts, our management has concluded that it is appropriate for our consolidated financial statements to be prepared on a “going concern” basis. Any failure to increase our revenue, manage the increase in our operating expenses, continue to raise capital, manage our liquidity or otherwise manage the effects of net liabilities, net losses and net cash outflows, could prevent us from continuing as a going concern or achieving or maintaining profitability. Additionally, recent media and regulatory scrutiny of SPAC business combinations, and high redemption trends, may lead customers to view SatixFy as a riskier or undercapitalized partner, which could negatively affect our customer relationships, business and operations.

We may not be able to generate sufficient cash to service our indebtedness.

We have a high amount of debt relative to our earnings. Our ability to make payments on our indebtedness depends on our ability to generate cash in the future. On a pro forma basis, assuming the consummation of the Business Combination and the other Transactions (as defined below in the section of this proxy statement/prospectus titled “Unaudited Pro Form Condensed Combined Financial Information”), we would have had approximately $52.0 million in indebtedness as of December 31, 2021 and pro forma financial expenses of $9.6 million for the year then ended. Accordingly, we will need to generate significant cash flows from operations, or obtain new capital, in the future to meet our debt service requirements. Additionally, the 2022 Credit Agreement contains customary covenants that limit our ability to incur additional indebtedness or liens or dispose of our assets, which may impair our ability to meet our debt service requirements. The 2022 Credit Agreement also imposes a financial maintenance covenant, requiring that, for so long as we have a leverage ratio of total debt to Consolidated Adjusted EBITDA (as defined in the 2022 Credit Agreement) greater than or equal to 6.00x to 1.00x, we must maintain a minimum cash balance of $10 million plus an amount sufficient to cover our and our subsidiaries’ accounts payable that are past 60 days due, which cash is held in deposit accounts subject to a security interest in favor of the Agent for the benefit of the lenders. Moreover, if we are unable to generate sufficient cash flows it may make it more difficult for us to obtain future financing on terms that are acceptable to us, or at all.

 

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We may need to raise additional capital to develop our technology and chips and satellite communications systems. If we fail to raise sufficient capital or are unable to do so on favorable terms, we might not be able to make the necessary investments in technology development and our operating results may be harmed.

The satellite communications industry is subject to rapid technological changes, new and enhanced product introductions, product obsolescence and changes in user requirements, and we plan to continue to make significant investments in next-generation satellite communications technologies in order meet industry developed requirements. The development of these next-generation technologies may require additional debt and/or equity financing, which could impair the value of our ordinary shares, dilute existing shareholders’ ownership interests and impose restrictions on us. In addition, we cannot be certain that we will be able to secure such financing on commercially reasonable terms or at all. Our inability to raise sufficient capital on reasonable terms may adversely affect our ability to develop new technologies and chips and satellite communications systems, which could adversely affect our business, financial condition and results of operations.

Our estimates, including market opportunity estimates and growth forecasts, are subject to inherent challenges in measurement and significant uncertainty, and real or perceived inaccuracies in those metrics and estimates may harm our reputation and negatively affect our business.

We track certain key metrics and market data, including, among others, our potential contract revenue pipeline and estimated demand for communication satellites, particularly LEO satellites, which may differ from estimates or similar metrics published by third parties due to differences in sources, methodologies or the assumptions on which we rely. Our methodologies for tracking these data may change over time, which could result in changes to our metrics, including the metrics we publicly disclose. While our key metrics and market data are based on what we believe to be reasonable estimates for the applicable period of measurement, there are inherent challenges in measuring our performance. For example, the accuracy of our projected potential contract revenue pipeline could be impacted by developments outside of our control, such as changes in customers’ plans, supply chain difficulties and the availability of alternative products. In addition, limitations with respect to how we measure data or with respect to the data that we measure may affect our understanding of certain details of our business, which could affect our long-term strategies. If our estimates of operating metrics and market data are not accurate representations of our business, if investors do not perceive our operating metrics to be accurate, or if we discover material inaccuracies with respect to these figures, our business, financial condition, results of operations and prospects could be materially and adversely affected.

Additionally, industry data, forecasts, estimates and projections included elsewhere in this proxy statement/prospectus are subject to inherent uncertainty as they necessarily require certain assumptions and judgments. Certain facts, forecasts and other statistics relating to the industries in which we compete have been derived from various public data sources, including third-party industry reports and analyses. Accordingly, our use of the terms referring to our markets and industries such as, satellite communications systems, chips, IFC, Communications-On-The-Move (“COTM”), and satellite-enabled Internet-of-Things (“S-IoT”) and machine-to-machine (“M2M”) markets may be subject to interpretation, and the resulting industry data, projections and estimates are inherently uncertain. You should not place undue reliance on such information. In addition, our industry data and market share data should be interpreted in light of the defined markets in which we operate. Any discrepancy in the interpretation thereof could lead to varying industry data, measurements, forecasts and estimates. Further, the sources on which such industry and market data and estimates are based were prepared as of a certain point in time, and any changes in global macroeconomic conditions, including recent global inflationary trends and financial markets volatility, could also lead to changes in these data, measurements, forecasts and estimates. For these reasons and due to the nature of market research methodologies, you should not place undue reliance on such information as a basis for making, or refraining from making, your investment decision.

Furthermore, we do not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of our future performance, revenue, financial condition or other results. None of the projections or forecasts included elsewhere in this proxy statement/prospectus have been prepared with a view toward public disclosure (other than to certain parties involved in the Business Combination) or complying with SEC guidelines or IFRS. Additionally, the original projections of SatixFy’s future financial

 

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performance included in this proxy statement/ prospectus were based on certain assumptions that management no longer deems to be reasonably reliable, as disclosed elsewhere in this proxy statement/​prospectus, due to developments that were observed after their preparation. SatixFy’s management believes that some of these estimates and assumptions used to prepare the original projections are no longer reliable and should not be considered as indicative of SatixFy’s future performance (see “— Risks Related to SatixFy’s Business, Operations and Industry — The projected financial and operating information in this proxy statement/prospectus relies in large part upon assumptions and analyses developed by us and third-party sources and are based on our ability to achieve, among other factors, certain growth milestones in accordance with our business plans. Certain of the estimates and assumptions on which our projected financial and operating information are based have proven, and may again in the future prove, to be inaccurate in light of subsequent events and circumstances, which may cause our actual results to materially differ from such projections, and which may adversely affect our future profitability, cash flows and the market price of SatixFy Ordinary Shares”). The projections included elsewhere in this proxy statement/prospectus are forward looking statements that are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. The projections included elsewhere in this proxy statement/prospectus also reflect numerous estimates and assumptions, including, but not limited to, general business, economic, regulatory, market and financial conditions, as well as assumptions about competition, future industry performance and matters specific to our business. Important factors that may affect actual results and results of our operations following the Business Combination, or could lead to other estimates and assumptions underlying such projections and forecasts not being achieved include, but are not limited to: competition, our ability to execute our growth strategies, regulatory factors, the impact of the ongoing COVID-19 pandemic, supply chain challenges, the effects of the Russia-Ukraine armed conflict and related sanctions and other factors discussed in this “Risk Factors” section. As a result, SatixFy’s management advises readers not to rely on the forecasts, including the updated projections, in this proxy statement/prospectus as “guidance” or as otherwise predictive of actual future events, and actual results may differ from the updated projections, potentially materially.

Our results of operations may vary significantly from our expectations or guidance.

Our revenue, margins and other operating results depend on demand for our chips and satellite communications systems. A decline in demand for such products as a result of economic conditions or for other reasons could materially adversely impact our revenue and profitability. Our future operating results will depend on many factors, including the following:

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our ability to timely introduce to the market our current chips and satellite communications systems;

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our ability to develop new chips and satellite communications systems that respond to customer requirements.

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changes in cost estimates and cost overruns associate with our development projects;

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changes in demand for, and market conditions of, our chips and satellite communications systems;

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the ability of third-party foundries and other third-party suppliers to manufacture, assemble and test our chips and satellite communications systems in a timely and cost-effective manner;

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the discovery of defects or errors in our hardware or software after delivery to customers;

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our ability to achieve cost savings and improve yields and margins on our new and existing products;

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our ability to utilize our capacity efficiently or to adjust such capacity in response to customer demand;

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our ability to realize the expected benefits of any acquisitions or strategic investments;

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business, political, geopolitical and macroeconomic changes, including trade disputes, the imposition of tarrifs or sanctions, inflation trends and downturns in the semiconductor and the satellite communications industries and the overall global economy; and

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changes in consumer confidence caused by many factors, including changes in interest rates, credit markets, expectations for inflation, unemployment levels, and energy or other commodity prices.

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Our future operating results could be adversely affected by one or more factors, including any of the above factors, which may also damage our reputation, reduce customer satisfaction, cause the loss of existing

 

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customers, result in a failure to attract new customers, result in a failure to achieve market acceptance for our chips and satellite communications systems, result in cancellation of orders and loss of revenues, reduce our backlog and our market share, increase our service and warranty costs, divert development resources, lead to legal actions by our customers, result in product returns or recalls and increase our insurance premiums. In addition, any prolonged adverse effect on our revenue could alter our anticipated working capital needs and interfere with our short-term and long-term business strategies.

If we are unable to manage our growth effectively, our business and financial results may be adversely affected.

To continue to grow, we must continue to expand our operational, engineering, sales and marketing efforts, accounting and financial systems, procedures, controls and other internal management systems. This may require substantial managerial and financial resources, and our efforts in this regard may not be successful. Our current systems, procedures and controls may not be adequate to support our future operations. Unless our growth results in an increase in our revenues that is proportionate to the increase in our costs associated with this growth, our operating margins and profitability will be adversely affected. If we fail to adequately manage our growth effectively, improve our operational, financial and management information systems, or effectively train, motivate and manage our new and future employees, it could adversely affect our business, financial condition and results of operations.

We may not benefit from our investment in the development of new technologies and satellite communications systems.

The time from conception to launch of a new chip or a satellite communications systems may be several years, thereby delaying our ability to realize the benefits of our investments in new technologies. In addition, we may lose our investment in new chips or satellite communications systems that we develop if by the time we launch the new chips or satellite communications systems they are no longer responsive to market needs or have become obsolete due to technological changes, the introduction of new and superior technology or product or changes in customer needs. For example, the satellite communications industry and the IFC customers we serve, or may serve in the future, will likely experience increased market pressure from telecommunication-based connectivity providers as 5G broadband coverage increases. A decrease in demand for satellite communications connectivity solutions, including as a result of increased demand for 5G connectivity, would likely have an adverse effect on such IFC customers’ businesses, which may in turn have an adverse effect on our business and operations. We may also experience design, procurement and manufacturing difficulties that could delay or prevent us from successfully launching new chips and satellite communications systems. Any delays could result in increased costs of development, reducing the benefits from the launch of new chips or satellite communications systems. If we are not able to benefit from our investments in new technologies and satellite communications systems, or if we experience delays or other difficulties, our business, financial condition and results of operations could be adversely affected.

We developed our chip set with the help of substantial grants from the European Space Agency (“ESA”), sponsored by the U.K. Space Agency (“UKSA”), through ESA’s Advanced Research in Telecommunication Systems (ARTES) program, which have amounted to over $70 million through December 31, 2021. In connection with the ESA grants, which are intended to fund 50%-75% of the cost of development and manufacturing of the integrated chip sets and the communications systems, our agreement stipulates that the resulting intellectual property will be available to ESA on a free, worldwide license for its own programs. In addition, ESA can require us to license the intellectual property to certain bodies that are part of specified ESA programs, for ESA’s own requirements on acceptable commercial terms, and can also require us to license the intellectual property to any other third party for purposes other than ESA’s requirements, subject to our approval that such other purposes do not contradict our commercial interests. Although ESA has not yet indicated an intention to exercise its right to require us to license our intellectual property to other parties, it may do so in the future, which may require us to agree to contractual terms that are less favorable than what we may otherwise agree to in other customer contracts.

We may not be able to comply with our contracts with customers, and non-compliance may harm our operations and expose us to potential third-party claims for damages.

A significant portion of our revenue is derived from commercial contracts with customers for the development and delivery of satellite communications systems. These contracts typically contain strict

 

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performance requirements and project milestones. We may not be able to comply with these performance requirements or meet these project milestones in the future. If we are unable to comply with these performance requirements or meet these milestones, our customers may terminate these contracts and, under some circumstances, recover damages or other penalties from us. Any termination of these contracts could materially reduce our revenues and adversely affect our business, financial condition and results of operations.

Loss of key employees and the inability to continuously recruit and retain qualified employees could hurt our competitive position.

We depend on a limited number of key technical, marketing and management personnel to manage and operate our business. In particular, we believe our success depends to a significant degree on our ability to attract and retain highly skilled engineers to facilitate the enhancement of our existing technologies and the development of new chips and satellite communications systems.

In order to compete effectively, we must:

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hire and retain qualified professionals;

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continue to develop leaders for key business units and functions; and

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train and motivate our employee base.

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The competition for qualified personnel is intense, and the number of candidates with relevant experience, particularly in radio-frequency device and satellite communications systems development and engineering, integrated circuit and technical pre and post-sale support, is limited. Changes in employment-related laws and regulations may also result in increased operating costs and less flexibility in how we meet our changing workforce needs. We cannot assure that we will be able to attract and retain skilled personnel in the future, which could harm our business and our results of operations.

Due to intense competition for highly skilled personnel in Israel, we may fail to attract, recruit, retain and develop qualified employees, which could materially and adversely impact our business, financial condition and results of operations.

Our principal research and development activities are conducted from our office in Israel and we face significant competition for suitably skilled software engineers, electrical engineers working in digital signal processing and developers in this region. The Israeli high-tech industry has experienced significant economic growth, with 72 initial public offerings and special purpose acquisition company (“SPAC”) transactions in 2021, amounting to a value of approximately $71 billion, as reported on December 15, 2021 by PwC Israel in its annual tech exits report, up significantly from 19 offerings in 2020 at a total value of $9.3 billion. This accelerated economic growth of Israeli tech companies led to a sudden surplus of job opportunities and intense competition between Israeli-based employers to attract locally qualified employees. As a result, the high-tech industry in Israel has experienced significant levels of employee attrition and is currently facing a severe shortage of skilled personnel. As of January 2022 and despite concerted efforts by Israeli companies to recruit qualified talent, there were a reported 21,000 open positions in the Israeli high-tech industry, according to a survey published by Ethosia. Many of the companies with whom we compete for experienced personnel have greater resources than we do and we may not succeed in recruiting additional experienced or professional personnel, retaining current personnel or effectively replacing current personnel who may depart with qualified or effective successors.

Our effort to retain and develop personnel may also result in significant additional expenses, which could adversely affect our profitability. There can be no assurance that qualified employees will continue to be employed or that we will be able to attract and retain qualified personnel in the future. Failure to retain or attract qualified personnel could have a material adverse effect on our business, financial condition and results of operations.

We are dependent on our senior management and other key personnel for the success of our business.

We depend on the services of our senior management team and other key personnel. The loss of the services of any member of senior management or a key employee could have an adverse effect on our business.

 

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We may not be able to locate, attract or employ on acceptable terms qualified replacements for senior management or other key employees if their services are no longer available.

Damage to our reputation could negatively impact our business, financial condition and results of operations.

Our reputation is a critical factor in our relationships with customers, employees, governments, suppliers and other stakeholders. Incidents involving product quality, security, or safety issues, allegations of unethical behavior or misconduct or legal noncompliance, internal control failures, data or privacy breaches, workplace safety incidents, environmental incidents, the use of our chips or satellite communications systems for illegal or objectionable applications, negative media reports, the conduct of our suppliers or representatives, and other issues or incidents that, whether actual or perceived, may result in adverse publicity and harm to our reputation. In addition, if we fail to respond quickly and effectively to address such incidents, the ensuing negative public reaction could harm our reputation and lead to litigation or subject us to regulatory actions or restrictions. Damage to our reputation could harm customer relations, reduce demand for our chips or satellite communications systems, reduce investor confidence in us, and may also damage our ability to compete for highly skilled employees. Repairing our reputation may be difficult, time-consuming and expensive.

Our customers’ satellite communications projects incorporate components or rely on launch services supplied by multiple third parties, and a supply shortage or delay in delivery of these components or lack of access to launch capabilities could delay orders for our systems by our customers.

Our customers purchase components or services used in the manufacture of their satellite communications projects from various sources of supply, often involving several specialized components or service providers. Any supply shortage or delay in delivery by third-party component suppliers, or a third-party supplier or service provider’s cessation or shut down of its business, may prevent or delay production of our customers’ systems or products. As a result of delays in delivery or supply shortages of third-party components or services, orders for our chips or satellite communications systems may be delayed or canceled and our business may be harmed. In addition, the semiconductor industry is currently experiencing a shortage on manufacturing capacity due to unprecedented levels of demand, which has impacted, and may continue to impact, our customers’ ability to build their products and negatively impact our customers’ demand for our solutions. Additionally, certain of our customers are satellite operators that rely on third parties to launch their satellites into space, with some of them relying on Russian launch capabilities that are currently no longer available due to sanctions resulting from the Russia-Ukraine armed conflict. If these customers are unable to find alternative launch venues on a timely basis or at all, they may experience delays in deploying their satellites, which in turn could cause them to defer orders for our satellite communications chips and satellite payloads. Any such development could materially adversely affect our business, financial condition, results of operations and prospects.

We rely on a third-party vendor to supply chip development software to us for the development of our new chips and satellite communications systems, and we may be unable to obtain the tools necessary to develop or enhance new or existing chips or satellite communications products.

We rely on third-party chip development software (i.e., EDA tools) to assist us in the design, simulation and verification of new chips or chip enhancements. To bring new chips or chip enhancements to market in a timely manner, or at all, we need development software that is sophisticated enough or technologically advanced enough to complete our design, simulations and verifications.

Because of the importance of chip development software to the development and enhancement of our chips and satellite communications systems, our relationships with leaders in the computer-aided design industry, such as Cadence Design Systems, Inc. and Siemens, are critical to us. If these relationships are not successful, we may be unable to develop new chips or satellite communications systems, or enhancements to these products, in a timely manner, which could result in a loss of market share, a decrease in revenue or negatively impact our operating results.

Any disruption to the operations of our third-party contractors and their suppliers could cause significant delays in the production or delivery of our chips and satellite communications systems.

Our operations could be harmed if manufacturing, logistics or other operations of our third-party contractors or their suppliers are disrupted for any reason, including natural disasters, severe storms, other

 

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negative impacts from climate change, information technology system failures or other cyber event, geopolitical instability, military actions or environmental, public health or regulatory issues. The majority of our chips and satellite communications systems are manufactured by or use components from third-party contractors located in Europe and the Far East. Any disruption resulting from such events in the regions in which our suppliers operate could cause significant delays in the production or shipment of our chips or satellite communications systems until we are able to shift our manufacturing, from the affected contractor to another third-party vendor. We may not be able to obtain alternate capacity on favorable terms, or at all which could adversely affect our financial condition and results of operations.

We may in the future invest significant resources in developing new products or service offerings and exploring the application of our proprietary technologies for other uses and those opportunities may never materialize.

While our primary focus for the foreseeable future will be on acquiring customers, commercializing our satellite communications systems and developing our proprietary chip technologies for application in satellite communications systems, we may also invest significant resources in the future in developing new technologies, products and offerings. However, we may not realize the expected benefits of these investments. Such technologies, services, products and offerings are unproven and may never materialize or be commercialized in a way that would allow us to generate material revenues from them. If such technologies, products and offerings become viable in the future, we may be subject to competition from our competitors, some of which may have substantially greater monetary and knowledge resources than we have and expect to have in the future to devote to the development of these technologies.

New research and development initiatives may also have a high degree of risk and involve unproven business strategies and technologies with which we have limited experience. They may involve claims and liabilities, expenses, regulatory challenges and other risks that we may not be able to anticipate. There can be no assurance that such initiatives will yield technologies or products for which there is customer demand or that any such demand will be sustained at the levels that we anticipate, or that any of these initiatives will gain sufficient traction or market acceptance to generate sufficient revenue to offset any new expenses or liabilities associated with these new investments. Further, any such research and development efforts could distract management from our then current operations, and would divert capital and other resources from our more established technologies and products. Even if we were to be successful in developing new technologies, products or offerings, regulatory authorities may subject us to new rules or restrictions in response to our innovations that may increase our expenses or prevent us from successfully commercializing such new technologies, products or offerings.

We are subject to warranty claims, product recalls and product liability claims and may be adversely affected by unfavorable court decisions or legal settlements.

From time to time, we may be subject to warranty or product liability claims as a result of defects in our chips or satellite communications systems that could lead to significant expense.

If we or one of our customers recalls any of our chips or satellite communications systems or a customer recalls any of its products containing one of our chips, we may incur significant costs and expenses, including replacement costs, direct and indirect product recall-related costs, diversion of technical and other resources and reputational harm. Our customer contracts typically contain warranty and indemnification provisions, and in certain cases may also contain liquidated damages provisions related to product delivery obligations. The potential liabilities associated with such provisions are significant, and in some cases, including in agreements with some of our largest customers, are potentially unlimited. Any such liabilities may greatly exceed any revenue we receive from the sale of the relevant products. Costs, payments or damages incurred or paid by us in connection with warranty and product liability claims and product recalls could materially and adversely affect our financial condition and results of operations.

 

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We are subject to risks from our international operations.

We operate globally with several operational centers in Israel, the United Kingdom, the U.S. and Bulgaria, and have customers, potential customers and suppliers across different regions of the world. We are also developing our business across several international markets, where each country in which our customers plan to launch their projects has different infrastructure, regulations, systems and customer expectations, all of which requires more investment by us than if we only operated in one country. As a result, we are subject to regulatory, geopolitical and other risks associated with doing business internationally, including:

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global and local economic, social and political conditions and uncertainty;

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currency controls and fluctuations;

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formal or informal imposition of export, import or doing-business regulations, including trade sanctions, tariffs and other related restrictions;

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compliance with laws and regulations that differ among jurisdictions, including those covering taxes, intellectual property ownership and infringement, export control regulations, anti-corruption and anti-bribery, antitrust and competition, data privacy, and environment, health, and safely;

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labor market conditions and workers’ rights affecting our operations; and

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occurrences of geopolitical crises such as terrorist activity, armed conflict, civil or military unrest or political instability, which may disrupt our operations — for example, conflicts in Asia implicating the global semi-conductor supply-chain, such as conflicts between Taiwan and China, or the armed conflict between Russia and Ukraine, could lead to regional and/or global instability, as well as adversely affect supply chains as well as commodity and other financial markets or economic conditions. The U.S., EU, the United Kingdom, Switzerland and other countries have imposed, and may further impose, financial and economic sanctions and export controls targeting certain Russian entities and/or individuals, and we, or our customers, may face restrictions on engaging with certain businesses due to any current or impending sanctions and laws, which could adversely affect our business.

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These and other factors could harm our operations and materially impact our business, results of operations and financial condition.

Risks Related to Litigation, Laws and Regulation and Governmental Matters

Our business is subject to a wide range of laws and regulations, many of which are continuously evolving, and failure to comply with such laws and regulations could harm our business, financial condition and operating results.

We are subject to environmental, labor, health, safety and other laws and regulations in Israel, the United Kingdom, the United States and other jurisdictions in which we operate or sell our chips and satellite communications systems. We are also required to obtain authorizations or licenses from governmental authorities for certain of our operations, including with respect to regulatory approval of our Aero products for installation on commercial aircraft, and have to protect our intellectual property worldwide. In the jurisdictions where we operate, we need to comply with differing standards and varying practices of regulatory, tax, judicial and administrative bodies.

Our business environment is also subject to many business uncertainties, resulting from the following international risks:

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negative economic developments in economies around the world and the instability of governments;

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social and political instability in the countries in which we operate;

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pandemics or national and international environmental, nuclear or other disasters, which may adversely affect our workforce, as well as our local suppliers and customers;

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adverse changes in governmental policies, especially those affecting trade and investment;

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foreign currency exchange, in particular with respect to the U.S. dollar, the Euro, the British pound sterling, the Israeli Shekel, and transfer restrictions, in particular in Russia and China; and

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threats that our operations or property could be subject to nationalization and expropriation.

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No assurance can be given that we have been or will be at all times in complete compliance with the laws and regulations to which we are subject or that we have obtained or will obtain the permits and other authorizations or licenses that we need. If we violate or fail to comply with laws, regulations, permits and other authorizations or licenses, we could be fined or otherwise sanctioned by regulators. In addition, if any of the international business risks materialize or become worse, they could also have a material adverse effect on our business, financial condition and results of operations.

Changes in government trade policies, including the imposition of export restrictions, could limit our ability to sell our chips and satellite communications systems to certain customers, which may materially and adversely affect our sales and results of operations.

We are subject to United Kingdom, Israeli and, to a certain extent, the US export control and economic sanctions laws, which prohibit the shipment of certain products to embargoed or sanctioned countries and regions, governments and persons. In addition, we incorporate encryption capabilities into certain of our products, and these products are subject to Israel export control requirements that control the use, import and export of encryption technology.

Any change in export or import regulations, the scope of economic sanctions or related legislation, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons or technologies targeted by such sanctions, legislation or regulations, could result in decreased use of our products by, or in our decreased ability to export or sell our products to, existing or potential customers with international operations. Additionally, any new, expanded or modified sanctions, legislation or regulations, such as the sanctions imposed on Russia following its invasion of the Ukraine, could adversely affect the operations of certain of our customers, which could in turn adversely affect their demand for our products and services.

The loss of customers, the imposition of restrictions on our ability to sell products to customers or the reduction in customer demand for our products as a result of export restrictions or other regulatory actions could materially adversely affect our sales, business and results of operations.

We have received grants from the Israeli Innovation Authority that require us to meet several specified conditions and may restrict our ability to manufacture some product candidates and transfer relevant know-how outside of Israel.

We have received grants from the government of Israel through the National Authority for Technological Innovation (formerly known as the Office of the Chief Scientist of the Ministry of Economy and Industry) (the “Israel Innovation Authority” or “IIA”) under several research and development programs funded by the IIA (the “Approved Programs”), in an aggregate amount of $6.1 million for the financing of our research and development expenditures in Israel. These IIA grants are comprised of $3.3 million royalty-bearing grants which are related to certain elements of the SX-3000 chip, which currently forms a nominal part of our activities, and $2.8 million of non-royalty-bearing grants which are related to several consortium programs (with participation of academic institutions and the industry) for the developing of related ASIC manufacturing technologies. We are required to pay the IIA royalties from the revenues generated from the sale of products (and related services) or services using the IIA royalty-bearing grants we received under certain Approved Programs at rates which are determined under the Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984, and related rules, guidelines and regulations (the “Innovation Law”), up to the aggregate amount of the total grants received by the IIA, plus annual interest at an annual rate based on the 12-month LIBOR. In this regard, the United Kingdom’s Financial Conduct Authority, which regulates the London Interbank Offered Rate (LIBOR), announced that it will no longer persuade or require banks to submit rates for LIBOR after January 1, 2022. To date, the IIA has not issued any clarification regarding an alternative interest to be used instead of the LIBOR. Accordingly, there is an uncertainty regarding the interest accrued to the IIA grants.

 

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As we received grants from the IIA, we are subject to certain restrictions under the Innovation Law. These restrictions may impair our ability to perform or outsource manufacturing activities outside of Israel, grant licenses for R&D purposes or otherwise transfer outside of Israel, in each case, without the approval of the IIA, the intellectual property and other know-how resulting, directly or indirectly, in whole or in part, in accordance with or as a result of, research and development activities made according to the Approved Programs, as well as any rights associated with such know-how (including later developments which derive from, are based on, or constitute improvements or modifications of, such know-how) (the “IIA Funded Know-How”). We cannot be certain that any approval of the IIA will be obtained on terms that are acceptable to us, or at all. Furthermore, in the event that we undertake a transaction involving the transfer to a non-Israeli entity of IIA Funded Know-How pursuant to a merger or similar transaction, or in the event we undertake a transaction involving the licensing of IIA Funded Know-How for R&D purposes to a non-Israeli entity, the consideration available to our shareholders may be reduced by the amounts we are required to pay to the IIA. Any approval with respect to such transactions, if given, will generally be subject to additional financial obligations, calculated according to formulas provided under the IIA’s rules and guidelines. Failure to comply with the requirements under the Innovation Law may subject us to financial sanctions, to mandatory repayment of grants received by us (together with interest and penalties), as well as expose us to criminal proceedings.

The restrictions under the Innovation Law generally continue to apply even after payment of the full amount of royalties payable pursuant to the grants. In addition, the government of the State of Israel may from time to time audit sales of products which it claims incorporate IIA Funded Know-How and this may lead to additional royalties being payable on additional product candidates, and may subject such products to the restrictions and obligations specified hereunder.

See “Business — Grants from the Israel Innovation Authority” for additional information.

The United Kingdom’s decision to exit from the European Union (the “EU”) has had, and may continue to have, uncertain effects on our business.

On December 31, 2020 the transition period following the United Kingdom’s departure from the EU (“Brexit”) ended. On December 24, 2020, the United Kingdom and the EU agreed to a trade and cooperation agreement (the “Trade and Cooperation Agreement”), in relation to the United Kingdom’s withdrawal from the EU which will enter into force on the first day of the month following that in which the United Kingdom and the EU have notified each other that they have completed their respective internal requirements and procedures for establishing their consent to be bound. The Trade and Cooperation Agreement took full effect on February 28, 2021 and provided for, among other things, zero-rate tariffs and zero quotas on the movement of goods between the United Kingdom and the EU.

We have significant operations in the United Kingdom and Bulgaria and cannot predict whether or not the United Kingdom will significantly alter its current laws and regulations in respect of the satellite communications and semiconductor industry and, if so, what impact any such alteration would have on us or our business. Moreover, we cannot predict the impact that Brexit will have on (i) the marketing of our chips or satellite communications systems or (ii) the process to obtain regulatory approval in the United Kingdom for our business, chips or satellite communications systems. As a result of Brexit, we may experience adverse impacts on customer demand and profitability in the United Kingdom and other markets. Depending on the terms of Brexit and any subsequent trade agreement, the United Kingdom could also lose access to the single EU market, or specific countries in the EU, resulting in a negative impact on the general and economic conditions in the United Kingdom and the EU. Changes may occur in regulations that we are required to comply with as well as amendments to treaties governing tax, duties, tariffs, etc. which could adversely impact our operations and require us to modify our financial and supply arrangements. For example, the imposition of any import restrictions and duties levied on our chips and satellite communications systems may make our chips and satellite communications systems more expensive and less competitive from a pricing perspective. To avoid such impacts, we may have to restructure or relocate some of our operations which would be costly and negatively impact our profitability and cash flow.

Additionally, political instability in the EU as a result of Brexit may result in a material negative effect on credit markets, currency exchange rates and foreign direct investments and any subsequent trade agreement in the EU and UK. This deterioration in economic conditions could result in increased

 

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unemployment rates, increased short- and long-term interest rates, adverse movements in exchange rates, consumer and commercial bankruptcy filings, a decline in the strength of national and local economies, and other results that negatively impact household incomes.

Furthermore, as a result of Brexit, other European countries may seek to conduct referenda with respect to their continuing membership with the EU. Given these possibilities and others we may not anticipate, as well as the absence of comparable precedent, it is unclear what financial, regulatory and legal implications the withdrawal of the United Kingdom from the EU would have and how such withdrawal would affect us, and the full extent to which our business could be adversely affected.

Risks Related to Intellectual Property, Information Technology, Data Privacy and Cybersecurity

We rely on our intellectual property and proprietary rights and may be unable to adequately obtain, maintain, enforce, defend or protect our intellectual property and proprietary rights, including against unauthorized use by third parties.

We rely on a combination of patent, trademark, copyright and trade secret laws, as well as contractual rights and confidentiality procedures to protect our intellectual property and proprietary rights. We seek to maintain the confidentiality of our trade secrets and confidential information through nondisclosure policies, the use of appropriate confidentiality agreements and other security measures.

We have registered a number of patents worldwide and have a number of patent applications pending determination, including provisional patent applications for which we are considering whether to file a non-provisional patent application. We cannot be certain that patents will be issued from any of our pending patent applications or that patents will be issued in all countries where our systems may be sold. Further, we cannot be certain that any claims allowed from pending applications will be of sufficient scope or strength to provide meaningful protection against our competitors in any particular jurisdiction. Our competitors may also be able to design around our patents. Additionally, we have not applied for patents with respect to certain of our products, and cannot ensure that any patent applications for such products will be made by us or that, if they are made, they will be granted. There can be no assurance our intellectual property rights will be sufficient to protect against others offering products or services that are substantially similar to our systems and compete with our business or that unauthorized parties may attempt to copy aspects of our systems and use information that we consider proprietary. In addition, our patents and other intellectual property rights can be challenged, narrowed or rendered invalid or unenforceable, including through interference proceedings, reexamination proceedings, post-grant review, inter partes review and derivation proceedings before the United States Patent and Trademark Office and similar proceedings in foreign jurisdictions, such as oppositions before the European Patent Office. Any of the foregoing could potentially result in the loss of some of our competitive advantage and a decrease in revenue which would adversely affect our business, prospects, financial condition and operating results.

Additionally, we have not registered the right to use the SatixFy trademark, and cannot ensure that any such trademark registrations for the SatixFy name will be made by us or that, if they are made, they will be granted. Unregistered, or common law, trademarks may be more difficult to enforce than registered trademarks in the United States because they are not entitled to, among other things, a presumption of ownership and exclusive rights on a nationwide basis, and certain statutory remedies (including the right to record the trademarks with the U.S. Customs and Border Patrol to block importation of infringing goods from overseas). Moreover, there are jurisdictions that do not recognize unregistered trademark rights, and third parties in these jurisdictions may register trademarks similar or identical to our own and sue us to preclude our use of the SatixFy name. The rights of a common law trademark are also limited to the geographic area in which the trademark is actually used. Even where we have effectively secured statutory protection for our use of the SatixFy name, our competitors and other third parties may infringe, misappropriate or otherwise violate our intellectual property, and in the course of litigation, such competitors and other third parties may attempt to challenge the breadth of our ability to prevent others from using similar trademarks. If such challenges were to be successful, less ability to prevent others from using similar trademarks may ultimately result in a reduced distinctiveness of our brand.

We may, over time, strategically increase our intellectual property investment through additional patent, trademark, copyright and other intellectual property filings, which could be expensive and time-consuming and are not guaranteed to result in the issuance of registrations. Even if we are successful in

 

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obtaining a particular patent, trademark or copyright registration, it is expensive to enforce our rights, including through maintenance costs, monitoring, sending demand letters, initiating administrative proceedings and filing lawsuits. In addition to registering material and eligible intellectual property, we rely to a degree on contractual restrictions to prevent others from exploiting our intellectual property rights. However, the enforceability of these provisions is subject to various state and federal laws, and is therefore uncertain.

Our reliance on unpatented proprietary information, such as trade secrets and confidential information, depends in part on agreements we have in place with employees, independent contractors and other third parties that allocate ownership of intellectual property and place restrictions on the use and disclosure of this intellectual property and confidential information. These agreements may be insufficient or may be breached, in either case potentially resulting in the unauthorized use or disclosure of our trade secrets and other intellectual property and confidential information, including to our competitors, which could cause us to lose any competitive advantage resulting from this intellectual property, and we cannot be certain that we will have adequate remedies for any breach. We cannot guarantee that we have entered into such agreements with each party that may have or have had access to our trade secrets or other intellectual property or confidential information or otherwise developed intellectual property for us. Individuals and entities not subject to invention assignment agreements may make adverse ownership claims to our current and future intellectual property. Additionally, to the extent that our employees, independent contractors, or other third parties with whom we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions.

In addition, the laws of some countries in which our systems are developed, manufactured or sold may not adequately protect our systems or intellectual property or proprietary rights. Furthermore, recent changes to U.S. intellectual property laws may jeopardize the enforceability and validity of our intellectual property portfolio. This increases the possibility of infringement, misappropriation or other violations of our intellectual property and proprietary rights in our technology and systems. Although we intend to vigorously defend our intellectual property and proprietary rights, we may not be able to prevent the infringement, misappropriation or other violation of our intellectual property and proprietary rights in our technology and systems. We will not be able to protect our intellectual property rights if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property rights. Any of our intellectual property rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. Additionally, our competitors may be able to independently develop non-infringing technologies that are substantially equivalent or superior to ours.

We have in the past, and may in the future, engage in legal action to enforce, defend or protect our intellectual property and proprietary rights. Our efforts to enforce our intellectual property rights in this manner may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights. Generally, intellectual property litigation is both expensive, time-consuming and unpredictable. Our involvement in intellectual property litigation could divert the attention of our management and technical personnel, expose us to significant liability and have a material, adverse effect on our business.

We may be subject to claims of infringement, misappropriation or other violations of third-party intellectual property or proprietary rights.

The industries in which we compete are characterized by rapidly changing technologies, a large number of patents, and claims and related litigation regarding patent and other intellectual property rights. Third parties have in the past, and may in the future, assert claims that our systems infringed, misappropriated or otherwise violated their patent or other intellectual property or proprietary rights. This risk has been amplified by the increase in “non-practicing entities” or patent holding companies that seek to monetize patents they have purchased or otherwise obtained and whose sole or primary business is to assert such claims. Such assertions could lead to expensive, time-consuming and unpredictable litigation, diverting the attention of management and technical personnel. Even if we believe that intellectual property related-claims are without merit, litigation may be necessary to determine the scope and validity of intellectual property or proprietary rights of others or to protect or enforce our intellectual property rights. An unsuccessful result in any such litigation could have adverse effects on our business, which may include substantial damages, exclusion

 

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orders, royalty payments to third parties, injunctions requiring us to, among other things, stop using our intellectual property or rebrand or redesign our systems, stop providing our systems, and indemnification obligations that we have with certain parties with whom we have commercial relationships. Moreover, we could be found liable for significant monetary damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a third-party’s patent. In addition, if one of our customers or another supplier to one of our customers are alleged or found to be infringing, misappropriating or otherwise violating any third-party intellectual property or proprietary rights, such finding could expose us to legal claims and otherwise adversely affect the demand for our systems.

We rely on the availability of third-party licenses of intellectual property, and if we fail to comply with our obligations under such agreements or are unable to extend our existing third-party licenses or enter into new third-party licenses on reasonable terms or at all, it could have a material adverse effect on our business, operating results and financial condition.

Many of our systems are designed to include software or other intellectual property licensed from third parties. It may be necessary in the future to seek or renew licenses relating to various elements of the technology used to develop these systems or our future systems. While we believe, based upon past experience and standard industry practice, that such licenses generally could be obtained on commercially reasonable terms, we cannot assure that our existing or future third-party licenses will be available to us on commercially reasonable terms, if at all. The licensing or acquisition of third-party intellectual property rights is a competitive area, and several more established companies may pursue strategies to license or acquire third-party intellectual property rights that we may consider attractive or necessary. These established companies may have a competitive advantage over us due to their size, capital resources and greater development or commercialization capabilities. In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights to us. Even if such licenses are available, in return for the use of a third party’s intellectual property, we may agree to pay the licensor royalties based on sales of our systems. Royalties are a component of cost of systems and affect the margins on our systems.

Further, if we fail to comply with any of our obligations under such agreements, we may be required to pay damages and the licensor may have the right to terminate the license. Termination by the licensor would cause us to lose valuable rights, and could prevent us from selling our systems or inhibit our ability to commercialize future systems. Our business would suffer if any current or future licenses terminate, if the licensors fail to abide by the terms of the license, if the licensors fail to enforce licensed intellectual property rights against infringing third parties, if the licensed software or other intellectual property rights are found to be infringing third-party rights, or if we are unable to enter into necessary licenses on acceptable terms. In addition, our rights to certain technologies are licensed to us on a non-exclusive basis. The owners of these non-exclusively licensed technologies are therefore free to license them to third parties, including our competitors, on terms that may be superior to those offered to us, which could place us at a competitive disadvantage. Moreover, our licensors may own or control intellectual property that has not been licensed to us and, as a result, we may be subject to claims, regardless of their merit, that we are infringing or otherwise violating the licensor’s rights. In addition, the agreements under which we license intellectual property from third parties are generally complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property, or increase what we believe to be our financial or other obligations under the relevant agreement. Additionally, third parties from whom we currently license intellectual property rights and technology could refuse to renew our agreements upon their expiration or could impose additional terms and fees that we otherwise would not deem acceptable requiring us to obtain the intellectual property from another third party, if any is available, or to pay increased licensing fees or be subject to additional restrictions on our use of such third party intellectual property. Defense of any lawsuit or failure to obtain any of these licenses on favorable terms could prevent us from commercializing our systems. Our inability to maintain or obtain any third-party license required to sell or develop our systems and product enhancements, or the need to engage in litigation regarding our third-party licenses, could have a material adverse effect on our business, operating results and financial condition.

 

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We use open source software in our systems, which could negatively affect our ability to offer our systems and subject us to litigation and other actions.

We rely on some open source in the development of our chips for the purpose of activating and operating the chips, and may continue to rely on similar licenses. Third parties may assert a copyright claim against us regarding our use of such software or libraries, including asserting its ownership of, or demanding release of, the open source software or derivative works that we have developed using such software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open source license. We may also be forced to purchase a costly license or cease offering the implicated systems unless and until we can re-engineer them to avoid infringement, which may be a costly and time-consuming process, and we may not be able to complete the re-engineering process successfully. Like any other intellectual property claim or litigation, such claims could lead to the adverse results listed above. However, the terms of many open source licenses have not been interpreted by the courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our systems. In addition, some open source software licenses require those who distribute open source software as part of their own software product to publicly disclose all or part of the source code to such software product or to make available any derivative works of the open source code on unfavorable terms or at no cost, and we may be subject to such terms. As a result, use of such software or libraries by us may also force us to provide third parties, at no cost, the source code to our systems. Additionally, the use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software. There is typically no support available for open source software, and we cannot ensure that the authors of such open source software will implement or push updates to address security risks or will not abandon further development and maintenance. Many of the risks associated with the use of open source software, such as the lack of warranties or assurances of title or performance, cannot be eliminated, and could, if not properly addressed, negatively affect our business. While we monitor our use of open source software and do not believe that our use of such software would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, or could be claimed to have occurred, in part because open source license terms are often ambiguous. Any of these risks could be difficult to eliminate or manage and may decrease revenue and lessen any competitive advantage we have due to the secrecy of its source code.

We may be obligated to disclose our proprietary source code to certain of our customers, which may limit our ability to protect our intellectual property and proprietary rights.

In limited circumstances, our customer agreements may contain provisions permitting the customer to become a party to, or a beneficiary of, a source code escrow agreement under which we place the proprietary source code for certain of our systems in escrow with a third party. Under these source code escrow agreements, our source code may be released to the customer upon the occurrence of specified events, such as in situations of our bankruptcy or insolvency. Disclosing the content of our source code may limit the intellectual property protection we can obtain or maintain for our source code or our systems containing that source code and may facilitate intellectual property infringement, misappropriation or other violation claims against us. Following any such release, we cannot be certain that customers will comply with the restrictions on their use of the source code and we may be unable to monitor and prevent unauthorized disclosure of such source code by customers. Any increase in the number of people familiar with our source code as a result of any such release also may increase the risk of a successful hacking attempt. Any of these circumstances could result in a material adverse effect on our business, financial condition and results of operations.

Defects, errors or other performance problems in our software or hardware, or the third-party software or hardware on which we rely, could harm our reputation, result in significant costs to us, impair our ability to sell our systems and subject us to substantial liability.

Our software and hardware, and those of third parties on which we rely, is complex and may contain defects or errors when implemented or when new functionality is released, as we may modify, enhance, upgrade and implement new systems, procedures and controls to reflect changes in our business, technological advancements and changing industry trends. Despite our testing, from time to time we have discovered

 

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and may in the future discover defects or errors in our software and hardware. Any performance problems or defects in our software or hardware, or those of third parties on which we rely, could materially and adversely affect our business, financial condition and results of operations. Defects, errors or other similar performance problems or disruptions, whether in connection with day-to-day operations or otherwise, could be costly for us, damage our customers’ businesses, harm our reputation and result in reduced sales or a loss of, or delay in, the market acceptance of our systems. In addition, if we have any such errors, defects or other performance problems, our clients could seek to terminate their contracts, delay or withhold payment or make claims against us. Any of these actions could result in liability, lost business, increased insurance costs, difficulty in collecting accounts receivable, costly litigation or adverse publicity, which could materially and adversely affect our business, financial condition and results of operations.

Cybersecurity breaches, attacks and other similar incidents, as well as other disruptions, could compromise our confidential and proprietary information, including personal information, and expose us to liability and regulatory fines, increase our expenses, or result in legal or regulatory proceedings, which would cause our business and reputation to suffer.

We rely on trade secrets, technical know-how and other unpatented confidential and proprietary information relating to our product development and production activities to provide us with competitive advantages. We also collect, maintain and otherwise process certain sensitive and other personal information regarding our employees, as well as contact information of our customers and service providers, in the ordinary course of business. One of the ways we protect this information is by entering into confidentiality agreements with our employees, consultants, customers, suppliers, strategic partners and other third parties with which we do business. We also design our computer networks and implement various procedures to restrict unauthorized access to dissemination of our confidential and proprietary information.

We, and our service providers which may have access to any such information, face various internal and external cybersecurity threats and risks. For example, current, departing or former employees or other individuals or third parties with which we do business could attempt to improperly use or access our computer systems and networks, or those of our service providers, to copy, obtain or misappropriate our confidential or proprietary information, including personal information, or otherwise interrupt our business. Additionally, like others, we and our service providers are subject to significant system or network or computer system disruptions from numerous causes, including cybersecurity breaches, attacks or other similar incidents, facility access issues, new system implementations, human error, fraud, energy blackouts, theft, fire, power loss, telecommunications failure or a similar catastrophic event. Moreover, computer viruses, worms, malware, ransomware, phishing, spoofing, malicious or destructive code, social engineering, denial-of-service attacks, and other cyber-attacks have become more prevalent and sophisticated in recent years. Attacks of this nature may be conducted by sophisticated and organized groups and individuals with a wide range of motives and expertise, including organized criminal groups, “hacktivists,” terrorists, nation states, nation state-supported actors, and others. We have been subject to attempted cyberattacks in the past, including attempted phishing attacks, and may continue to be subject to such attacks in the future. While we defend against these threats and risks on a daily basis, we do not believe that any such incidents to date have caused us any material damage. Because the techniques used by computer hackers and others to access or sabotage networks and computer systems constantly evolve and generally are not recognized until launched against a target, we and our service providers may be unable to anticipate, detect, react to, counter or ameliorate all of these techniques or remediate any incident as a result therefrom. Further, the COVID-19 pandemic has increased cybersecurity risk due to increased online and remote activity. As a result, our and our customers’ and employees’ confidential and proprietary information, including personal information, may be subject to unauthorized release, accessing, gathering, monitoring, loss, destruction, modification, acquisition, transfer, use or other processing, and the impact of any future incident cannot be predicted. While we generally perform cybersecurity diligence on our key service providers, because we do not control our service providers and our ability to monitor their cybersecurity is limited, we cannot ensure the cybersecurity measures they take will be sufficient to protect any information we share with them. Due to applicable laws and regulations or contractual obligations, we may be held responsible for cybersecurity breaches, attacks or other similar incidents attributed to our service providers as they relate to the information we share with them.

 

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We routinely implement improvements to our network security safeguards and we are devoting increasing resources designed to protect the security of our information technology systems. We cannot, however, assure that such safeguards or system improvements will be sufficient to prevent or limit a cybersecurity breach, attack or other similar incident or network or computer system disruption, or the damage resulting therefrom. We may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate or remediate any cybersecurity vulnerabilities, breaches, attacks or other similar incidents. Any cybersecurity incident, attack or other similar incident, or our failure to make adequate or timely disclosures to the public, regulators, or law enforcement agencies following any such event, could harm our competitive position, result in violations of applicable data privacy or cybersecurity laws or regulations, result in a loss of customer confidence in the adequacy of our threat mitigation and detection processes and procedures, cause us to incur significant costs to remedy the damages caused by the incident or defend legal claims, subject us to additional regulatory scrutiny, expose us to civil litigation, fines, damages or injunctions, cause disruption to our business activities, divert management attention and other resources or otherwise adversely affect our internal operations and reputation or degrade our financial results.

The costs related to cybersecurity breaches, attacks or other similar incidents or network or computer system disruptions typically would not be fully insured or indemnified by others. We cannot ensure that any limitations of liability provisions in our agreements with customers, service providers and other third parties with which we do business would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim in connection with a cybersecurity breach, attack or other similar incident. We do not currently maintain cybersecurity insurance, and therefore the successful assertion of one or more large claims against us in connection with a cybersecurity breach, attack or other similar incident could adversely affect our business and financial condition.

We are subject to complex and evolving laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity, which can increase the cost of doing business, compliance risks and potential liability.

In the ordinary course of our business, we collect, use, transfer, store, maintain and otherwise process certain sensitive and other personal information regarding our employees, and contact information of our customers and service providers, that is subject to complex and evolving laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity. Ensuring that our collection, use, transfer, storage, maintenance and other processing of personal information complies with applicable laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity in relevant jurisdictions can increase operating costs, impact the development of new systems, and reduce operational efficiency. Global legislation, enforcement, and policy activity in this area is rapidly expanding and creating a complex regulatory compliance environment. Any actual or perceived mishandling or misuse of the personal information by us or a third party with which we are affiliated, including payrolls providers and other service providers that have access to sensitive and other personal information, could result in litigation, regulatory fines, penalties or other sanctions, damage to our reputation, disruption of our business activities, and significantly increased business and cybersecurity costs or costs related to defending legal claims.

Internationally, many jurisdictions have established data privacy and cybersecurity legal frameworks with which we may need to comply. For example, the EU has adopted the General Data Protection Regulation (“GDPR”), which requires covered businesses to comply with rules regarding the processing of personal data, including its use, protection and the ability of persons whose personal data is processed to access, to correct or delete personal data about themselves. Failure to meet GDPR requirements could result in penalties of up to 4% of annual worldwide turnover or EUR 20 million (UK£17.5 million) (whichever is the greater). Additionally, the U.K. General Data Protection Regulation (“U.K. GDPR”) (i.e., a version of the GDPR as implemented into U.K. law) went into effect following Brexit. While the GDPR and the U.K. GDPR are substantially the same, going forward there is increasing risk for divergence in application, interpretation and enforcement of the data privacy and cybersecurity laws and regulations as between the EU and the United Kingdom, which may result in greater operational burdens, costs and compliance risks. Additionally, the GDPR and the U.K. GDPR include certain limitations and stringent obligations with respect to the transfer of personal data from the EU and the United Kingdom to third countries (including the United

 

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States), and the mechanisms to comply with such obligations are also in considerable flux and may lead to greater operational burdens, costs and compliance risks.

At the federal level, we are subject to the rules and regulations promulgated under the authority of the Federal Trade Commission, which regulates unfair or deceptive acts or practices, including with respect to data privacy and cybersecurity. Moreover, the United States Congress has recently considered, and is currently considering, various proposals for more comprehensive data privacy and cybersecurity legislation, to which we may be subject if passed. Data privacy and cybersecurity are also areas of increasing state legislative focus and we are, or may in the future become, subject to various state laws and regulations regarding data privacy and cybersecurity. For example, the California Consumer Protection Act of 2018 (the “CCPA”), which became effective on January 1, 2020, applies to for-profit businesses that conduct business in California and meet certain revenue or data collection thresholds. The CCPA gives California residents certain rights with respect to personal information collected about them. Further, effective in most material respects starting on January 1, 2023, the California Privacy Rights Act (“CPRA”) (which was passed via a ballot initiative as part of the November 2020 election) will significantly modify the CCPA, including by expanding California residents’ rights with respect to certain sensitive personal information. Other states where we do business, or may in the future do business, or from which we otherwise collect, or may in the future otherwise collect, personal information of residents have adopted or are considering adopting similar laws. Laws in all 50 U.S. states generally require businesses to provide notice under certain circumstances to consumers whose personal information has been disclosed as a result of a data breach. Certain state laws and regulations may be more stringent, broader in scope, or offer greater individual rights, with respect to personal information than international, federal or other state laws and regulations, and such laws and regulations may differ from each other, which may complicate compliance efforts and increase compliance costs. The interpretation and application of international, federal and state laws and regulations relating to data privacy and cybersecurity are often uncertain and fluid, and may be interpreted and applied in a manner that is inconsistent with our data practices.

Further, while we strive to publish and prominently display privacy policies that are accurate, comprehensive, and compliant with applicable laws, regulations, rules and industry standards, we cannot ensure that our privacy policies and other statements regarding our practices will be sufficient to protect us from claims, proceedings, liability or adverse publicity relating to data privacy or cybersecurity. Although we endeavor to comply with our privacy policies, we may at times fail to do so or be alleged to have failed to do so. The publication of our privacy policies and other documentation that provide promises and assurances about privacy and cybersecurity can subject us to potential federal or state action if they are found to be deceptive, unfair, or misrepresentative of our actual practices.

Any failure or perceived or inadvertent failure by us to comply with our privacy policies, or existing or new laws, regulations, rules, standards or contractual obligations, or any compromise of security that results in unauthorized access to, or unauthorized loss, destruction, use, modification, acquisition, disclosure, release or transfer of personal information, may result in substantial costs, time and other resources, orders to stop or modify the alleged non-compliant activity, proceedings or actions against us by governmental entities or others, legal liability, audits, regulatory inquiries, governmental investigations, enforcement actions, claims, fines, judgments, awards, penalties, sanctions and costly litigation (including class actions). Any of the foregoing could harm our reputation, distract our management and technical personnel, increase our costs of doing business, adversely affect the demand for our systems, and ultimately result in the imposition of liability, any of which could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Tax and Accounting

Changes in our effective tax rate may adversely impact our results of operations.

We are subject to taxation in Israel, the United Kingdom., the U.S. and Bulgaria. Our effective tax rate is subject to fluctuations, as it is impacted by a number of factors, including the following:

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changes in our overall profitability and the amount of profit determined to be earned and taxed in jurisdictions with differing statutory tax rates;

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the resolution of issues arising from tax audits with various tax authorities;

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the impact of transfer pricing policies;

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changes in the valuation of either our gross deferred tax assets or gross deferred tax liabilities;

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changes in expenses not deductible for tax purposes;

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changes in available tax credits; and

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changes in tax laws or the interpretation of such tax laws, and changes in generally accepted accounting principles.

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Any significant increase in our future effective tax rates could reduce net income for future periods.

Exchange rate fluctuations between the U.S. dollar, the British pound, the Euro and other foreign currencies may negatively affect our future revenues.

Our results of operations are affected by movements in currency exchange rates. The functional currency for our operations is the U.S. dollar. Our revenue is primarily denominated in Euro and British pound. Our operating expenses and certain working capital items are denominated in the local currencies and therefore are affected by changes in the U.S. dollar exchange rate. Due to the constantly changing currency exposures to which we are subject and the volatility of currency exchange rates, we cannot predict the effect of exchange rate fluctuations upon future operating results. See “— The United Kingdom’s decision to exit from the European Union (the “EU”) has had, and may continue to have, uncertain effects on our business.” In addition, our exposure to various currencies may increase or decrease over time as the volume of our business fluctuates in the countries where we have operations, and these changes could have a material impact on our financial results.

Changes to tax laws or regulations in Israel, the United Kingdom, the EU and other jurisdictions expose us to tax uncertainties and could adversely affect our results of operations or financial condition.

As a multinational business, operating in multiple jurisdiction such as Israel, the United Kingdom and the EU, we may be subject to taxation in several jurisdictions around the world with increasingly complex tax laws, the application of which can be uncertain. Changes to tax laws or regulations in the jurisdictions in which we operate, or in the interpretation of such laws or regulations, could, significantly increase our effective tax rate and reduce our cash flow from operating activities, and otherwise have a material adverse effect on our financial condition. Since a significant portion of our operations are located in Israel and the United Kingdom, changes in tax laws or regulations in Israel or the United Kingdom could significantly affect our operating results. Further changes in the tax laws of foreign jurisdictions could arise, in particular, as a result of different initiatives undertaken by the Organization for Economic Co-operation and Development (the “OECD”). Any changes in the OECD policy or recommendations, if adopted, could increase tax uncertainty and may adversely affect our provision for income taxes and increase our tax liabilities. In addition, other factors or events, including business combinations and investment transactions, changes in the valuation of our deferred tax assets and liabilities, adjustments to taxes upon finalization of various tax returns or as a result of deficiencies asserted by taxing authorities, increases in expenses not deductible for tax purposes, changes in available tax credits, changes in transfer pricing methodologies, other changes in the apportionment of our income and other activities among tax jurisdictions, and changes in tax rates, could also increase our effective tax rate.

We are subject to regular review and audit by Israeli, the United Kingdom and other foreign tax authorities. Although we believe our tax estimates are reasonable, the authorities in these jurisdictions could review our tax returns and impose additional taxes, interest, linkage and penalties, and the authorities could claim that various withholding requirements apply to us or our subsidiaries or assert that benefits of tax treaties are not available to us or our subsidiaries, any of which could materially affect our income tax provision, net income, or cash flows in the period or periods for which such determination and settlement is made. We may also be liable for taxes in connection with businesses we acquire. Our determinations are not binding on any taxing authorities, and accordingly the final determination in an audit or other proceeding may be materially different than the treatment reflected in our tax provisions, accruals and returns. An

 

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assessment of additional taxes because of an audit could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Transfer pricing rules may adversely affect our corporate income tax expense.

Many of the jurisdictions in which we conduct business have detailed transfer pricing rules, which require contemporaneous documentation establishing that all transactions with non-resident related parties be priced using arm’s length pricing principles. The tax authorities in these jurisdictions could challenge our related party transfer pricing policies and as a consequence the tax treatment of corresponding expenses and income. International transfer pricing is an area of taxation that depends heavily on the underlying facts and circumstances and generally involves a significant degree of judgment. If any of these tax authorities are successful in challenging our transfer pricing policies, we may be liable for additional corporate income tax, and penalties and interest related thereto, which may have a significant impact on our results of operations and financial condition.

If we or any of our subsidiaries are characterized as a PFIC for U.S. federal income tax purposes, U.S. investors may suffer adverse tax consequences.

A non-U.S. corporation generally will be treated as a PFIC for U.S. federal income tax purposes, in any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least 50% of the value of its assets (generally based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income (including cash). For purposes of the above calculations, a non-U.S. corporation that directly or indirectly owns at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Passive income generally includes dividends, interest, rents, royalties and capital gains. Based on the current and anticipated composition of our and our subsidiaries’ income, assets and operations, we do not believe we will be treated as a PFIC for the taxable year that includes the Business Combination. However, there can be no assurances in this regard or any assurances that we will not be treated as a PFIC in any future taxable year. Moreover, the application of the PFIC rules is subject to uncertainty in several respects, and we cannot assure you that the Internal Revenue Services (the “IRS”) will not take a contrary position or that a court will not sustain such a challenge by the IRS.

Whether we or any of our subsidiaries are a PFIC for any taxable year is a factual determination that depends on, among other things, the composition of our and our subsidiaries’ income and assets. Changes in the composition of our and our subsidiaries’ income or assets may cause us to be or become a PFIC for the current or subsequent taxable years. Whether we are treated as a PFIC for U.S. federal income tax purposes is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to significant uncertainty.

If we are a PFIC for any taxable year, a U.S. investor who owns our ordinary shares may be subject to adverse tax consequences and may incur certain information reporting obligations. For a further discussion, see “Taxation — U.S. Federal Income Tax Considerations — Ownership and Disposition of SatixFy Ordinary Shares and SatixFy Warrants by U.S. Holders — Passive Foreign Investment Company Rules.” U.S. investors who own our ordinary shares and/or warrants are strongly encouraged to consult their own advisors regarding the potential application of these rules to us and the ownership of our ordinary shares and/or warrants.

If a U.S. investor is treated for U.S. federal income tax purposes as owning at least 10% of the SatixFy Ordinary Shares, such U.S. investor may be subject to adverse U.S. federal income tax consequences.

For U.S. federal income tax purposes, if a U.S. investor who is a U.S. person is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of our ordinary shares, such U.S. investor may be treated as a “United States shareholder” with respect to us, or any of our non-U.S. subsidiaries. A non-U.S. corporation is considered a controlled foreign corporation if more than 50% of (1) the total combined voting power of all classes of stock of such corporation entitled to vote, or (2) the total value of the stock of such corporation is owner, or is considered as owned by applying certain constructive ownership rules, by United States shareholders on any day during the taxable year of such non-U.S. corporation. If

 

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we have one or more U.S. subsidiaries, certain of our non-U.S. subsidiaries could be treated as a controlled foreign corporation regardless of whether we are treated as a controlled foreign corporation (although there are recently promulgated final and currently proposed Treasury regulations that may limit the application of these rules in certain circumstances).

Certain United States shareholders of a controlled foreign corporation may be required to report annually and include in their U.S. federal taxable income their pro rata share of the controlled foreign corporation’s “Subpart F income” and, in computing their “global intangible low-taxed income,” “tested income” and a pro rata share of the amount of certain U.S. property (including certain stock in U.S. corporations and certain tangible assets located in the United States) held by the controlled foreign corporation regardless of whether such controlled foreign corporation makes any distributions. The amount includable by a United States shareholder under these rules is based on a number of factors, including potentially, but not limited to, the controlled foreign corporation’s current earnings and profits (if any), tax basis in the controlled foreign corporation’s assets, and foreign taxes paid by the controlled foreign corporation on its underlying income. Failure to comply with these reporting obligations (or related tax payment obligations) may subject such United States shareholder to significant monetary penalties and may extend the statute of limitations with respect to such United States shareholder’s U.S. federal income tax return for the year for which reporting (or payment of tax) was due. We cannot provide any assurances that we will assist U.S. investors in determining whether we or any of our non-U.S. subsidiaries are treated as a controlled foreign corporation for U.S. federal income tax purposes or whether any U.S. investor is treated as a United States shareholder with respect to any of such controlled foreign corporations or furnish to any holder information that may be necessary to comply with reporting and tax paying obligations if we, or any of our non-U.S. subsidiaries, is treated as a controlled foreign corporation for U.S. federal income tax purposes. U.S. investors who hold 10% or more of the combined voting power or value of our ordinary shares are strongly encouraged to consult their own advisors regarding the U.S. tax consequences of owning or disposing of our ordinary shares.

Risks Related to Being a Public Company

The listing of the SatixFy Ordinary Shares and the SatixFy Public Warrants on the NYSE will not benefit from the process undertaken in connection with an underwritten initial public offering, which could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for our securities.

We will apply to list the SatixFy Ordinary Shares and the SatixFy Public Warrants on the NYSE under the symbols “SATX” and “SATXW,” respectively, to be effective at the Closing. Unlike an underwritten initial public offering of our securities, the initial listing of our securities as a result of the Business Combination will not benefit from the following:

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the book-building process undertaken by underwriters that helps to inform efficient price discovery with respect to opening trades of newly listed securities;

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underwriter support to help stabilize, maintain or affect the public price of the new issue immediately after listing; and

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underwriter due diligence review of the offering and potential liability for material misstatements or omissions of fact in a prospectus used in connection with the securities being offered or for statements made by its securities analysts or other personnel.

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The lack of such a process in connection with the listing of our securities could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for our securities during the period immediately following the listing than in connection with an underwritten initial public offering.

We will incur increased expenses as a result of being a public company, and our current resources may not be sufficient to fulfill our public company obligations.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NYSE and other applicable securities rules and regulations impose various requirements on public companies, including establishment and maintenance of effective

 

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disclosure and financial controls and corporate governance practices. Our management and other personnel continue to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will continue to increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and could also make it more difficult for us to attract and retain qualified members of our board.

We continue to evaluate these rules and regulations and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

We are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our annual reports and provide an annual management report on the effectiveness of control over financial reporting. Though we will be required to disclose material changes in internal control over financial reporting on an annual basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until the year following our first annual report required to be filed with the SEC. To achieve compliance with Section 404 of the Sarbanes-Oxley Act within the prescribed period, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting.

We currently have limited accounting personnel and we have begun the process of evaluating the adequacy of our accounting personnel staffing level and other matters related to our internal control over financial reporting. Despite our efforts, there is a risk that we will not be able to conclude, within the prescribed timeframe or at all, that our internal control over financial reporting is effective as required by Section 404 of the Sarbanes-Oxley Act. If we identify one or more material weaknesses, it could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. As a result, the market price of the SatixFy Ordinary Shares could be negatively affected, and we could become subject to litigation including shareholder suits or investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

Failure to comply with requirements to design, implement and maintain effective internal control over financial reporting could have a material adverse effect on our business and share price.

As a private company, we have not been required to evaluate our internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes Oxley Act. As a public company, we will have significant requirements for enhanced financial reporting and internal controls. The process of designing, implementing, testing and maintaining effective internal controls is a continuous effort that will require us to anticipate and react to changes in our business and the economic and regulatory environments. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants, adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing whether such controls are functioning as documented, and implement a continuous reporting and improvement process for internal control over financial reporting.

It is possible that our internal control over financial reporting is not effective because it cannot detect or prevent material errors at a reasonable level of assurance. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements and adversely affect our operating results. In addition, we will be required, pursuant to Section 404, to furnish a

 

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report by our management on, among other things, the effectiveness of our internal control over financial reporting in the second annual report filed with the SEC. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation and testing. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business. In addition, once we are no longer an emerging growth company, we will be required to include in the annual reports that we file with the SEC an attestation report on our internal control over financial reporting issued by our independent registered public accounting firm, pursuant to Section 404 of the Sarbanes-Oxley Act.

Furthermore, as a public company, we may, during the course of our testing of our internal controls over financial reporting, or during the subsequent testing by our independent registered public accounting firm, identify deficiencies which would have to be remediated to satisfy the SEC rules for certification of our internal controls over financial reporting. As a consequence, we may have to disclose in periodic reports we file with the SEC significant deficiencies or material weaknesses in our system of internal controls. The existence of a material weakness would preclude management from concluding that our internal controls over financial reporting are effective, and would preclude our independent auditors from issuing an unqualified opinion that our internal controls over financial reporting are effective. In addition, disclosures of this type in our SEC reports could cause investors to lose confidence in the accuracy and completeness of our financial reporting and may negatively affect the trading price of the SatixFy Ordinary Shares, and we could be subject to sanctions or investigations by regulatory authorities. Moreover, effective internal controls are necessary to produce reliable financial reports and to prevent fraud. If we have deficiencies in our disclosure controls and procedures or internal controls over financial reporting, it could negatively impact our business, results of operations and reputation.

Our senior management team has limited experience managing a public company, and regulatory compliance may divert our attention from the day-to-day management of our business.

Some members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws, rules and regulations that govern public companies. As a public company, we are subject to significant obligations relating to reporting, procedures and internal controls, and our management team may not successfully or efficiently manage such obligations. These obligations and scrutiny will require significant attention from our management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition and results of operations.

An active trading market for our equity securities may not develop or may not be sustained to provide adequate liquidity.

An active trading market may not be sustained for the SatixFy Ordinary Shares. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. An inactive market may also impair our ability to raise capital by selling ordinary shares and may impair our ability to acquire other companies by using our shares as consideration.

We could be the subject of securities class action litigation due to future share price volatility, which could divert management’s attention and materially and adversely affect our business, financial position, results of operations and cash flows.

The trading prices of SatixFy Ordinary Shares and SatixFy Warrants may be volatile and, in the past, companies that have experienced volatility in the trading price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could adversely affect our business, financial condition and results of operations.

Future sales of equity securities by existing shareholders or by us, or future dilutive issuances of equity securities by us, could adversely affect prevailing market prices for our equity securities.

Immediately following completion of the Business Combination and other Transactions, we will have ordinary shares outstanding, assuming no redemptions. Sales by us or our shareholders of a substantial

 

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number of ordinary shares, the issuance of ordinary shares as consideration for acquisitions, or the perception that these sales might occur, could cause the market price of our ordinary shares to decline or could impair our ability to raise capital through a future sale of, or pay for acquisitions using, our equity securities.

As of the date of this proxy statement/prospectus, there are 10,000,000 warrants to purchase Endurance Class A ordinary shares, which are held by Endurance’s Public Shareholders, and 7,630,000 warrants to purchase Endurance Class A ordinary shares, which are held by the Sponsor and Cantor. Pursuant to the Business Combination Agreement, each Endurance warrant outstanding will be assumed by SatixFy and on the same terms and conditions that applied to such Endurance warrant and become exercisable within thirty days after the consummation of the Business Combination with an exercise price of $11.50 per SatixFy Ordinary Share. Additionally, pursuant to the PIPE Financing, at the Closing, we will issue 2,910,000 PIPE Units to the PIPE Investors, which include 1,455,000 SatixFy Warrants that are exercisable within thirty days after the consummation of the Business Combination with an exercise price of $11.50 per share. To the extent the above referenced warrants are exercised, additional shares will be issued, which will result in dilution to our shareholders and increase the number of our ordinary shares eligible for resale in the public market, which could have an adverse effect on the market price of our ordinary shares. Pursuant to the Business Combination Agreement, 27,500,000 Price Adjustment Shares will be issued to SatixFy’s founders and the Sponsor. To the extent the Price Adjustment Shares vest upon the achievement of certain price thresholds as described herein, such Price Adjustment Shares will result in dilution to our shareholders and increase the number of our ordinary shares eligible for resale in the public market, which could have an adverse effect on the market price of our ordinary shares.

As of December 31, 2021, after giving pro forma effect to the Business Combination, we would have had up to $75 million aggregate principal amount of ordinary shares available for future issuance under the Equity Line of Credit to the investor thereunder. To the extent shares are issued and sold to the investor pursuant to the Equity Line of Credit, such issuance will result in permanent dilution to our shareholders and increase the number of our ordinary shares eligible for resale in the public market, which could have an adverse effect on the market price of our ordinary shares.

After giving pro forma effect to the Business Combination and other Transactions, we would have had 3,394,210 ordinary shares underlying options that would have been vested and exercisable and an additional 4,140,812 unvested options outstanding as of December 31, 2021. Further, in 2022 to date, we granted 1,370,244 additional options to certain employees. These grants, and any additional grants that we make in the future, will result in dilution to our shareholders, which may be material and could cause the market price for our equity securities to decline.

Our quarterly results of operations may fluctuate. As a result, we may fail to meet or exceed the expectations of investors or securities analysts, which could cause our share price to decline.

We operate in a highly dynamic industry and our future operating results could be subject to significant fluctuations, particularly on a quarterly basis. Our quarterly revenues and operating results have fluctuated significantly in the past and may continue to vary from quarter to quarter due to a number of factors, many of which are not within our control. As a result, accurately forecasting our operating results in any fiscal quarter is difficult. If our operating results do not meet the expectations of securities analysts and investors, our share price may decline.

Additional factors that can contribute to fluctuations in our operating results include:

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the rescheduling, increase, reduction or cancellation of significant customer orders;

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the timing of customer qualification of our products and commencement of volume sales by our customers of systems that include our products;

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the timing and amount of research and development and sales and marketing expenditures;

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the rate at which our present and future customers and end users adopt our technologies in our target end markets;

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the timing and success of the introduction of new products and technologies by us and our competitors, and the acceptance of our new products by our customers;

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our ability to anticipate changing customer product requirements; our gain or loss of one or more key customers;

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the availability, cost and quality of materials and components that we purchase from third-party vendors and any problems or delays in the manufacturing, testing or delivery of our products;

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the availability of production capacity at our third-party facilities or other third-party subcontractors and other interruptions in the supply chain, including as a result of materials shortages, bankruptcies or other causes;

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supply constraints for and changes in the cost of the other components incorporated into our customers’ products;

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our ability to reduce the manufacturing costs of our products;

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fluctuations in manufacturing yields;

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the changes in our product mix or customer mix;

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the timing of expenses related to the acquisition of technologies or businesses;

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product rates of return or price concessions in excess of those expected or forecasted;

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the emergence of new industry standards;

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product obsolescence;

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unexpected inventory write-downs or write-offs;

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costs associated with litigation over intellectual property rights and other litigation;

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the length and unpredictability of the purchasing and budgeting cycles of our customers;

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loss of key personnel or the inability to attract qualified engineers;

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the quality of our products and any remediation costs;

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adverse changes in economic conditions in the various markets where we or our customers have operations;

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the general industry conditions and seasonal patterns in our target end markets, particularly the satellite communications market;

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other conditions affecting the timing of customer orders or our ability to fill orders of customers subject to export control or economic sanctions; and

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geopolitical events, such as war, threat of war or terrorist actions, including the current armed conflict in Ukraine, or the occurrence of pandemics, epidemics or other outbreaks of disease, including the current COVID-19 pandemic, or natural disasters, and the impact of these events on the factors set forth above.

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We may experience a delay in generating or recognizing revenues for a number of reasons. For example, our customer agreements typically provide that the customer may delay scheduled delivery dates and cancel orders within specified timeframes without significant penalty. In addition, we maintain an infrastructure of facilities and human resources in several locations around the world and have a limited ability to reduce the expenses required to maintain such infrastructure. Accordingly, we believe that period-to-period comparisons of our results of operations should not solely be relied upon as indications of future performance. Any shortfall in revenues or net income from a previous quarter or from levels expected by the investment community could cause a decline in the trading price of our shares.

Risks Related to SatixFy’s Incorporation and Location in Israel

Conditions in Israel could adversely affect our business.

We are incorporated under the laws of the State of Israel, and our principal offices are located in Israel. Accordingly, political, economic and geo-political instability in Israel may affect our business.

 

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Several countries, principally in the Middle East, still restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel or geo-political instability in the region continues or increases. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its present trading partners, or significant downturn in the economic or financial condition of Israel, could adversely affect our business.

Investors’ rights and responsibilities as our shareholders will be governed by Israeli law, which differs in some respects from the rights and responsibilities of shareholders of non-Israeli companies.

We were incorporated under Israeli law and the rights and responsibilities of our shareholders are governed by our articles of association and Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders of U.S. and other non-Israeli corporations. In particular, a shareholder of an Israeli company has a duty to act in good faith and in a customary manner in exercising its rights and performing its obligations towards the company and other shareholders and to refrain from abusing its power in the company, including, among other things, in voting at the general meeting of shareholders on certain matters, such as an amendment to the company’s articles of association, an increase of the company’s authorized share capital, a merger of the company and approval of related party transactions that require shareholder approval. A shareholder also has a general duty to refrain from discriminating against other shareholders. In addition, a controlling shareholder of an Israeli company or a shareholder who knows that it possesses the power to determine the outcome of a shareholder vote or who has the power to appoint or prevent the appointment of a director or officer in the Company or has other powers toward the Company has a duty of fairness toward the Company. However, Israeli law does not define the substance of this duty of fairness. There is little case law available to assist in understanding the implications of these provisions that govern shareholder behavior. These provisions may be interpreted to impose additional obligations and liabilities on our shareholders that are not typically imposed on shareholders of U.S. corporations.

Provisions of Israeli law and our amended and restated articles of association to be effective upon the closing of the Business Combination may delay, prevent or make undesirable an acquisition of all or a significant portion of our shares or assets.

Provisions of Israeli law and our amended and restated articles of association to be effective upon the closing of the Business Combination could have the effect of delaying or preventing a change in control and may make it more difficult for a third-party to acquire us or our shareholders to elect different individuals to our board of directors, even if doing so would be considered to be beneficial by some of our shareholders, and may limit the price that investors may be willing to pay in the future for our ordinary shares. Among other things:

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the Israeli Companies Law regulates mergers and requires that a tender offer be effected when one or more shareholders propose to purchase shares that would result in it or them owning more than a specified percentage of shares in a company;

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the Israeli Companies Law requires special approvals for certain transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to these types of transactions;

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the Israeli Companies Law does not provide for shareholder action by written consent for public companies, thereby requiring all shareholder actions to be taken at a general meeting of shareholders;

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our amended and restated articles of association, to be effective upon the closing of the Business Combination, divide our directors into three classes, each of which is elected once every three years;

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an amendment to our amended and restated articles of association, to be effective upon the closing of the Business Combination, generally requires, in addition to the approval of our board of directors, a vote of the holders of a majority of our outstanding ordinary shares entitled to vote present and voting on the matter at a general meeting of shareholders (referred to as simple majority), and the amendment of a limited number of provisions, such as the provision empowering our board of directors to determine the size of the board, the provision dividing our directors into three classes, the provision that sets forth the procedures and the requirements that must be met in order for a

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shareholder to require the Company to include a matter on the agenda for a general meeting of the shareholders, the provisions relating to the election and removal of members of our board of directors and empowering our board of directors to fill vacancies on the board, requires, in addition to the approval of our board of directors, a vote of the holders of 662∕3% of our outstanding ordinary shares entitled to vote at a general meeting;

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our amended and restated articles of association, to be effective upon the closing of the Business Combination, do not permit a director to be removed except by a vote of the holders of at least 662∕3% of our outstanding shares entitled to vote at a general meeting of shareholders; and