Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 25, 2022, Endurance Acquisition Corp., a Cayman Islands exempted
company ("Endurance"), held an extraordinary general meeting of shareholders
(the "EGM"). At the EGM, a total of 18,604,683 (74.4%) of Endurance's issued and
outstanding Class A ordinary shares, par value $0.0001 per share (the "Endurance
Class A Ordinary Shares"), and Class B ordinary shares, par value $0.0001
(together with the Endurance Class A Ordinary Shares, the "Endurance Ordinary
Shares"), held of record as of September 19, 2022, the record date for the EGM,
were present either virtually or by proxy, which constituted a quorum for the
transaction of business. Endurance's shareholders voted on the following
proposals at the EGM, which are described in more detail in the definitive proxy
statement/prospectus of Endurance filed with the U.S. Securities and Exchange
Commission (the "SEC") on September 30, 2022 (the "Proxy Statement"). The
shareholders approved each of the proposals listed below. The adjournment
proposal described in the Proxy Statement was not presented at the EGM because
there were enough votes to approve the other proposals presented at the EGM.
The final vote tabulation for each proposal is set forth below.
(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 (as amended by that certain Amendment No. 1
to Business Combination Agreement, dated as of June 13, 2022, and that certain
Amendment No. 2 to Business Combination Agreement, dated as of August 23, 2022,
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 (as
defined in the Business Combination Agreement) required by the Cayman Islands'
Companies Act (As Revised) is appended, a copy of which is attached to the Proxy
Statement as Annex A, and the Transactions (as defined in the Business
Combination Agreement) contemplated therein, including the Business Combination
whereby SatixFy MS ("Merger Sub"), a direct, wholly owned subsidiary of SatixFy
Communications Ltd. ("SatixFy"), will merge with and into Endurance with
Endurance surviving the merger as a wholly owned subsidiary of SatixFy (the
"Business Combination"):
Votes For Votes Against Abstentions Broker Non-Votes
16,231,595 2,372,488 600 -
(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 ordinary shares, no par
value, of SatixFy, to Endurance shareholders as merger consideration:
Votes For Votes Against Abstentions Broker Non-Votes
17,068,875 1,535,208 600 -
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as "estimate," "plan," "project," "forecast," "intend,"
"will," "expect," "anticipate," "believe," "seek," "target" or other similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These statements are based on various
assumptions, whether or not identified in this Current Report on Form 8-K, and
on the current expectations of SatixFy's and Endurance's management and are not
predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of SatixFy and Endurance. These
forward-looking statements are subject to a number of risks and uncertainties,
including the risk that SatixFy and its current and future collaborators are
unable to successfully develop and commercialize SatixFy's products or
technologies, including the compact electronically steered multi-beam array
designed for mobility services, or experience significant delays in doing so;
the ability for SatixFy or its collaborators to obtain the necessary approvals
and certifications for SatixFy's products and technologies; the ability for
SatixFy or its collaborators to achieve milestones under the ESA Sunrise
Partnership Project; potential design flaws or performance issues in SatixFy's
products and technologies that may not be discovered or discoverable during
product trials and demonstrations; the occurrence of any event, change or other
circumstances that could give rise to the termination of the proposed Business
Combination; the outcome of any legal proceedings that may be instituted against
SatixFy or Endurance, the combined company or others following the announcement
of the proposed Business Combination; the inability to complete the proposed
Business Combination due to the failure to satisfy other conditions to closing;
changes to the proposed structure of the proposed Business Combination that may
be required or appropriate as a result of applicable laws or regulations or as a
condition to obtaining regulatory approval of the proposed Business Combination;
the ability to meet stock exchange listing standards following the consummation
of the proposed Business Combination; the risk that the proposed Business
Combination disrupts current plans and operations of SatixFy as a result of the
announcement and consummation of the proposed Business Combination; the ability
to recognize the anticipated benefits of the proposed Business Combination,
which may be affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain relationships
with customers and retain its management and key employees and the execution of
the CEO transition plan; costs related to the proposed Business Combination;
changes in applicable laws or regulations; SatixFy's estimates of expenses and
profitability and underlying assumptions with respect to shareholder redemptions
and purchase price and other adjustments; any downturn or volatility in economic
conditions; the effects of COVID-19 or other epidemics; changes in the
competitive environment affecting SatixFy or its customers, including SatixFy's
inability to introduce new products or technologies; the impact of pricing
pressure and erosion; supply chain risks; risks to SatixFy's ability to protect
its intellectual property and avoid infringement by others, or claims of
infringement against SatixFy; the possibility that SatixFy or Endurance may be
adversely affected by other economic, business and/or competitive factors;
SatixFy's estimates of its financial performance; risks related to the fact that
SatixFy is incorporated in Israel and governed by Israeli law; the factors
disclosed in the registration statement on Form F-4 filed by SatixFy with the
U.S. Securities and Exchange Commission and declared effective on September 30,
2022, under the heading "Risk Factors"; and those factors discussed in
Endurance's final prospectus dated September 14, 2021 and Annual Report on
Form 10-K for the fiscal year ended December 31, 2021, in each case, under the
heading "Risk Factors," and other documents of Endurance filed, or to be filed,
with the SEC. If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks that neither
SatixFy nor Endurance presently know or that SatixFy and Endurance currently
believe are immaterial that could also cause actual results to differ from those
contained in the forward-looking statements. In addition, forward-looking
statements reflect SatixFy's and Endurance's expectations, plans or forecasts of
future events and views as of the date of this Current Report on Form 8-K.
SatixFy and Endurance anticipate that subsequent events and developments will
cause SatixFy's and Endurance's assessments to change. However, while SatixFy
and Endurance may elect to update these forward-looking statements at some point
in the future, SatixFy and Endurance specifically disclaim any obligation to do
so. These forward-looking statements should not be relied upon as representing
SatixFy's and Endurance's assessments as of any date subsequent to the date of
this press release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
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