M&A - SatixFy Communications Ltd.

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Form Type: POS AM

Filing Date: 2025-07-02

Corporate Action: Merger

Type: Update

Accession Number: 000117891325002284

Filing Summary: On July 2, 2025, SatixFy Communications Ltd. filed a post-effective amendment to its Registration Statement on Form F-3, originally effective on June 10, 2024. This amendment serves to terminate all offerings and deregister unsold securities under the previous registration. The filing is associated with a merger where MANTISRAEL OPERATIONS 2 Ltd. and MANTISRAEL OPERATIONS 1 Ltd., both subsidiaries of MDA Space Ltd., merged with SatixFy Communications Ltd. As a result, the company will continue as the surviving entity and an indirect wholly-owned subsidiary of MDA Space Ltd. The amendment formally acknowledges the cessation of any offerings associated with the prior Registration Statement and the deregistration of any unsold securities by SatixFy as of the date of the filing.

Additional details:

Registration Number: 333-279869


Offer Amount: 100000000


Merger Agreement Date: 2025-04-01


Merger Subsidiary 1: MANTISRAEL OPERATIONS 1 Ltd.


Merger Subsidiary 2: MANTISRAEL OPERATIONS 2 Ltd.


Address Of Principal Offices: 12 Hamada St., Rehovot 670315 Israel


Agent For Service Name: Puglisi & Associates


Agent For Service Address: 850 Library Ave., Suite 204 Newark, DE 19711


Ceo Name: Nir Barkan


Authorized Rep Name: Donald J. Puglisi


Form Type: POS AM

Filing Date: 2025-07-02

Corporate Action: Merger

Type: Update

Accession Number: 000117891325002286

Filing Summary: SatixFy Communications Ltd. filed post-effective amendments to deregister all unsold securities under two previous Form F-1 registration statements due to a merger. On July 2, 2025, MANTISRAEL OPERATIONS 2 Ltd. merged with SatixFy, which continued as the surviving company. Consequently, the Registrant terminated any offerings under the registration statements and removed all unsold securities from registration. The filing confirms the Registrant’s updated status post-merger and takes note of its emergence as an indirect wholly-owned subsidiary of MDA Space Ltd.

Additional details:

Registration Statement Numbers: 333-268510, 333-268835


Merger Date: 2025-07-02


Merger Parties: MDA Space Ltd., MANTISRAEL OPERATIONS 1 Ltd., MANTISRAEL OPERATIONS 2 Ltd.


Merger Type: Mergers


Max Aggregate Offering Amount: $77,250,000


Warrant Price Per Share: $11.50


Form Type: POS AM

Filing Date: 2025-07-02

Corporate Action: Merger

Type: Update

Accession Number: 000117891325002288

Filing Summary: On July 2, 2025, SatixFy Communications Ltd. filed a post-effective amendment to deregister any and all unsold securities originally registered under two different Form F-1 Registration Statements. These amendments were prompted by a merger in which MANTISRAEL OPERATIONS 2 Ltd. and MANTISRAEL OPERATIONS 1 Ltd., both subsidiaries of MDA Space Ltd., merged with SatixFy, resulting in SatixFy continuing as the surviving entity. Consequently, the Registrant has terminated all offerings of securities under the specified Registration Statements, effectively deregistering any unsold securities. This action aligns with the merger agreement made on April 1, 2025, detailing the transition of corporate existence. The Registrant confirmed its compliance with the Securities Act of 1933 and signed the amendments in the respective locations of Rehovot, Israel, and New York, NY.

Additional details:

Cik: zk2533395


Merger Date: 2025-07-02


Merger Agreement Date: 2025-04-01


Registration Statement 1: 333-268510


Registration Statement 2: 333-268835


Max Offering Amount: 77250000


Warrants Registered: 1000000


Share Price: 11.50


Form Type: POS AM

Filing Date: 2025-07-02

Corporate Action: Merger

Type: Update

Accession Number: 000117891325002290

Filing Summary: On July 2, 2025, SatixFy Communications Ltd. filed a post-effective amendment to its previous Registration Statement on Form F-4, which was initially filed on August 23, 2022. This amendment is made to terminate all offerings under the registration statement due to the completion of two mergers. The mergers involved MANTISRAEL OPERATIONS 1 Ltd. and MANTISRAEL OPERATIONS 2 Ltd., both wholly-owned subsidiaries of MDA Space Ltd. Following these mergers, SatixFy became an indirect wholly-owned subsidiary of MDA Space Ltd., leading to the deregistration of any outstanding securities registered under the previous registration statement. The Registrant confirmed that all intended securities have been sold and no further sales will occur under this registration statement. The amendment serves to officially remove all securities from registration and reflect this change accordingly.

Additional details:

Registration Statement Number: 333-267015


Merger Agreement Date: 2025-04-01


Surviving Company: SatixFy Communications Ltd.


Merger Subsidiaries: ["MANTISRAEL OPERATIONS 1 Ltd.","MANTISRAEL OPERATIONS 2 Ltd."]


Form Type: S-8 POS

Filing Date: 2025-07-02

Corporate Action: Merger

Type: Update

Accession Number: 000117891325002292

Filing Summary: On July 2, 2025, SatixFy Communications Ltd. filed a Post-Effective Amendment No. 1 to Registration Statements on Form S-8 to terminate all offerings under the previous registration statements numbered 333-268005 and 333-275902. This amendment follows the completion of a merger agreement wherein Merger Sub 2 and Merger Sub 1 merged with SatixFy Communications Ltd., resulting in registration of all previously unsold ordinary shares being withdrawn. This filing effectively updates the status of the securities offerings under the Securities Act of 1933 following the mergers that ceased the corporate existence of the merging parties and established SatixFy as a surviving company under MDA Space Ltd.

Additional details:

Registration Statement Number: 333-268005


Registration Statement Number: 333-275902


Share Award Plan Title: SatixFy Communications Ltd. 2020 Share Award Plan (as amended and restated)


Agent Name: COGENCY GLOBAL INC.


Agent Address: 122 East 42nd Street, 18th Floor, New York, NY 10168


Agent Phone Number: (800) 221-0102


Merger Date: 2025-07-02


Merger Parties: MDA Space Ltd., MANTISRAEL OPERATIONS 1 Ltd., MANTISRAEL OPERATIONS 2 Ltd.


Ceo Name: Nir Barkan


Authorized Representative Name: Colleen A. De Vries


Authorized Representative Title: Senior Vice-President


Form Type: S-8 POS

Filing Date: 2025-07-02

Corporate Action: Merger

Type: Update

Accession Number: 000117891325002294

Filing Summary: On July 2, 2025, SatixFy Communications Ltd. filed a Post-Effective Amendment No. 1 to their Registration Statements on Form S-8, previously filed with the SEC. This amendment terminates all offerings under the Registration Statements, which registered 10,749,945 and 4,250,055 Ordinary Shares under the SatixFy Communications Ltd. 2020 Share Award Plan. The amendment reflects the completion of mergers involving MDA Space Ltd. and its subsidiaries, whereby Merger Sub 2 and Merger Sub 1 merged with and into SatixFy Communications Ltd., with the company continuing as the surviving entity. Consequently, all unsold securities under the registration statements are being removed from registration effective immediately, in accordance with an undertaking made by the Registrant. The amendment certifies compliance with the requirements for filing on Form S-8 and has been duly executed by the CEO and authorized representative.

Additional details:

Registration Number: 333-268005


Registration Number: 333-275902


Date Of Merger: 2025-07-02


Merger Parent Company: MDA Space Ltd.


Merger Subsidiary 1: MANTISRAEL OPERATIONS 1 Ltd.


Merger Subsidiary 2: MANTISRAEL OPERATIONS 2 Ltd.


Merger Type: merger and acquisition


Form Type: 6-K/A

Filing Date: 2025-05-22

Corporate Action: Merger

Type: Update

Accession Number: 000117891325001920

Filing Summary: On May 20, 2025, SatixFy Communications Ltd. announced an amendment to its merger agreement with MDA Space and other parties. The amendment increases the merger consideration to US$3.00 per ordinary share and postpones the shareholder meeting. An updated fairness opinion was provided by TD Securities (USA) LLC regarding the new terms of the merger. This report is an amendment to a previous filing and incorporates additional documents such as a press release, a letter agreement with MDA Space and others, and the updated fairness opinion, which are furnished as exhibits with this report. Investors are encouraged to review the proxy materials related to this transaction once available.

Additional details:

Merger Consideration: 3.00


Updated Opinion Date: 2025-05-20


Press Release Title: MDA Space and SatixFy Announce Amended Merger Agreement for Increased Consideration and Postponement of Shareholder Meeting


Letter Agreement Date: 2025-05-20


Form Type: 20-F

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000117891325001156

Filing Summary: SatixFy Communications Ltd. has filed its annual report for the fiscal year ending December 31, 2024. The report includes details about the company’s financial performance, including expenses related to the Alta settlement amounting to $2.3 million and various asset write-offs, including a contract asset related to Jet-Talk due to ongoing disputes. Significant points include various corporate agreements and associated risks described in their financial statements, as well as details on employee insurance expenses. The company reports strong liquidity management while addressing risks related to trade payables in various currencies. The merger agreement is notably highlighted as a key element in the document, indicating growth and strategic business consolidation moving forward.

Additional details:

Lease Improvements Impact: Depreciation accounted over the lease period if less than the improvement duration.


Alta Settlement Expense: $2.3 million recorded due to Alta settlement.


Contract Asset Write Off: Contract asset related to Jet-Talk was written off due to disputes.


Merger Agreement Details: Detailed discussions and analyses related to the merger agreement included.


Financial Performance Overview: A comprehensive overview of the financial results for the year ending December 31, 2024.


Liquidity Management: Focus on ensuring liquidity through prudent management of financial liabilities.


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