0001178913-25-002290.txt : 20250702 0001178913-25-002290.hdr.sgml : 20250702 20250702132803 ACCESSION NUMBER: 0001178913-25-002290 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250702 DATE AS OF CHANGE: 20250702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SatixFy Communications Ltd. CENTRAL INDEX KEY: 0001915403 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] ORGANIZATION NAME: 04 Manufacturing EIN: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-267015 FILM NUMBER: 251099616 BUSINESS ADDRESS: STREET 1: 12 HAMADA ST. BUILDING B, 2ND FLOOR CITY: REHOVOT STATE: L3 ZIP: 7670314 BUSINESS PHONE: 972-8-9393206 MAIL ADDRESS: STREET 1: 12 HAMADA ST. BUILDING B, 2ND FLOOR CITY: REHOVOT STATE: L3 ZIP: 7670314 POS AM 1 zk2533396.htm POS AM
 
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)

State of Israel
 
3663
 
Not Applicable
(State or other jurisdiction of
incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer
Identification Number)

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:
 

 •
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.
 
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.
 
 
SATIXFY COMMUNICATIONS LTD.
 
 
 
 
By:
/s/ Nir Barkan
 
 
Name: Nir Barkan
 
 
Title: Chief Executive Officer
 
 
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.
 
 
By:
/s/ Colleen A. De Vries
   
Name:
Colleen A. De Vries
   
Title:
Senior Vice-President on behalf of Cogency Global Inc.
 
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.