SEC Form POS AM filed by SatixFy Communications Ltd.
$SATX
Radio And Television Broadcasting And Communications Equipment
Technology
As filed with the U.S. Securities and Exchange Commission on July 2, 2025
Registration No. 333-267015
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-4 REGISTRATION STATEMENT NO. 333-267015
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SATIXFY COMMUNICATIONS LTD.
(Exact name of Registrant as specified in its charter)
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State of Israel
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3663
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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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)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Brian P. Fenske
Lee McIntyre
Norton Rose Fulbright US LLP
1550 Lamar St., Suite 2000
Houston, Texas 77010
Tel: 713 651 5151
Approximate date of commencement of proposed sale to the public: Not applicable.
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 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.
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
SatixFy Communications Ltd. (“SatixFy” or the “Registrant”) is filing this post-effective amendment (this “Post-Effective Amendment”) to the following Registration Statement on
Form F-4 (the “Registration Statement”), which has previously been filed with the Securities Exchange Commission (the “SEC”), to terminate any and all offerings originally registered by the Registrant under the following Registration Statement:
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Registration Statement on Form F-4, Registration No. 333-267015, initially filed with the SEC on August 23, 2022 and amended
on September 16, 2022 and September 21, 2022, and declared effective by the SEC on September 30, 2022, registering up to an aggregate of 24,200,000 ordinary shares, no par value per share of the Registrant (the “Ordinary Shares”) ,17,630,000
warrants (the “SatixFy Warrants”) and 17,630,000 Ordinary Shares issuable upon the exercise of the SatixFy Warrants.
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On July [2], 2025, pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”) , dated as of April 1, 2025, by and
among MDA Space Ltd., an Ontario corporation (“Parent”), MANTISRAEL OPERATIONS 1 Ltd., an Israeli company and an indirect wholly-owned subsidiary of Parent (“Merger Sub 1”), MANTISRAEL OPERATIONS 2 Ltd., an Israeli company and an indirect
wholly-owned subsidiary of Parent (“Merger Sub 2”), and the Registrant, as amended, Merger Sub 2 merged with and into the Registrant, with the separate corporate existence of Merger Sub 2 thereupon ceasing and the Registrant continuing as the
surviving company, and Merger Sub 1 merged with and into the Registrant, with the Registrant continuing as the surviving company and an indirect wholly-owned indirect subsidiary of Parent (the “Mergers”).
As a result of the Mergers, the Registrant has terminated any and all offerings of its securities pursuant to the Registration Statement. All securities under the Registration
Statement have been sold, the offering has been completed, and no further securities will be offered or sold pursuant to the Registration Statement. The Registrant hereby removes from registration, by means of this Post-Effective Amendment, any and
all of the securities registered under the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities, and the Registrant hereby terminates the effectiveness of the
Registration Statement, as of the date this Post-Effective Amendment is declared effective by the SEC.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rehovot, State of Israel, on the 2nd day of July 2025.
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SATIXFY COMMUNICATIONS LTD.
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By:
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/s/ Nir Barkan
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Name: Nir Barkan
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Title: Chief Executive Officer
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of SatixFy Communications Ltd. has signed this
post-effective amendment in the City of New York, State of New York, on the 2nd day of July 2025.
Authorized U.S. Representative-COGENCY GLOBAL INC.
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By:
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/s/ Colleen A. De Vries
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Name:
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Colleen A. De Vries
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Title:
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Senior Vice-President on behalf of Cogency Global Inc.
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No other person is required to sign this Post-Effective Amendment No. 1 in reliance upon Rule 478 under the Securities Act of 1933, as amended.