Endurance Acquisition Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
Amendment No. 2 to the Business Combination Agreement
On August 23, 2022, Endurance Acquisition Corp., a Cayman Islands exempted company (“Endurance”), entered into Amendment No. 2 (the “Second BCA Amendment”) to the previously disclosed Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), dated March 8, 2022, by and among Endurance, SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (“SatixFy”), and SatixFy MS, a Cayman Islands exempted company and a direct, wholly owned subsidiary of SatixFy (“Merger Sub”). Pursuant to the Business Combination Agreement, as further described in the Current Report on Form 8-K filed by Endurance with the Securities and Exchange Commission (the “SEC”) on March 8, 2022 and attached thereto as Exhibit 2.1, at the Effective Time, Merger Sub will merge with and into Endurance (the “Business Combination”), with Endurance surviving the Business Combination as a wholly owned subsidiary of SatixFy. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Business Combination Agreement.
Pursuant to the Second BCA Amendment, Endurance, SatixFy and Merger Sub have agreed to (i) reduce the equity value of SatixFy to $365 million, (ii) clarify that the Price Adjustment Shares may be transferred by an individual pursuant to a testamentary disposition or qualified domestic relations order, (iii) remove the condition to closing that Aggregate Transaction Proceeds shall be equal to or greater than $115 million and (iv) amend the termination provisions to remove the automatic extension that permitted the parties to extend the Termination Date to November 7, 2022 in the circumstances provided for therein and amend the Termination Date to November 7, 2022.
The foregoing description of the Second BCA Amendment does not purport to be complete and is qualified in its entirety by the full text of the Second BCA Amendment, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Amendment No. 2 to the Sponsor Letter Agreement
Concurrently with the execution of the Business Combination Agreement, Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the “Sponsor”), entered into a letter agreement (the “Sponsor Letter Agreement”) in favor of SatixFy and Endurance, as further described in the Current Report on Form 8-K filed by Endurance with the SEC on March 8, 2022 and attached thereto as Exhibit 10.2.
On August 23, 2022, the Sponsor, Endurance, and SatixFy entered into Amendment No. 2 (the “Second Sponsor Letter Amendment”) to the Sponsor Letter Agreement, which amended the Sponsor Letter Agreement to provide that the Sponsor will forfeit 800,000 SPAC Class B Shares contingent upon the Closing, and adjusts the vesting and forfeiture provisions applicable to the Unvested Sponsor Interests (as defined in the Second Sponsor Letter Amendment).
The foregoing description of the Second Sponsor Letter Amendment does not purport to be complete and is qualified in its entirety by the full text of the Second Sponsor Letter Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit |
Description | |
| 2.1 | Amendment No. 2 to the Business Combination Agreement, dated August 23, 2022, by and among Endurance Acquisition Corp., SatixFy MS and SatixFy Communications Ltd. | |
| 10.1 | Amendment No. 2 to the Sponsor Letter Agreement, dated as of August 23, 2022, by and among Endurance Antarctica Partners, LLC, Endurance Acquisition Corp. and SatixFy Communications Ltd. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Endurance Acquisition Corp. | ||
| By: |
/s/ Richard C. Davis | |
| Richard C. Davis | ||
| Chief Executive Officer | ||
Dated: August 23, 2022