0001178913-25-002329.txt : 20250708 0001178913-25-002329.hdr.sgml : 20250708 20250708073934 ACCESSION NUMBER: 0001178913-25-002329 CONFORMED SUBMISSION TYPE: 15F-12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20250708 DATE AS OF CHANGE: 20250708 EFFECTIVENESS DATE: 20250708 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: 15F-12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-41544 FILM NUMBER: 251109534 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 15F-12B 1 zk2533400.htm 15F-12B

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 15F
 
CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF
REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(b) OF THE
SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO
FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
   
Commission File Number: 001-41544
 
SATIXFY COMMUNICATIONS LTD.
(Exact name of registrant as specified in its charter)
 
12 Hamada St., Rehovot 670315, Israel
Tel No: +(972) 8-939-3200
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
 
Warrants to purchase Ordinary Shares
(Title of each class of securities covered by this Form)
 
Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:
 
 
Rule 12h-6(a)  ☒

 
Rule 12h-6(d)  ☐
 

 
(for equity securities)

 
(for successor registrants)
 

 
 

 
 
 

 
Rule 12h-6(c)  ☐

 
Rule 12h-6(i)  ☐
 

 
(for debt securities)

 
(for prior Form 15 filers)
 

 

 
PART I
 
Item 1. Exchange Act Reporting History
 
 
A.
SatixFy Communications Ltd. (“SatixFy”) first incurred the duty to file reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) on September 30, 2022, when its registration statement on Form F-4 became effective in connection with the listing of its ordinary shares on the NYSE American LLC.
 
 
B.
SatixFy has filed or submitted all reports required under Section 13(a) or Section 15(d) of the Exchange Act and the corresponding U.S. Securities and Exchange Commission (the “SEC”) rules for the 12 months preceding the filing of this Form 15F, and has filed at least one annual report under section 13(a) during this period.
 
Item 2. Recent United States Market Activity
 
SatixFy’s securities were last offered in the United States in a registered offering under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form F-3 (File No. 333-279869) filed with the SEC on May 31, 2024, and declared effective by the SEC on June 10, 2024.
 
Item 3. Foreign Listing and Primary Trading Market
 
 
A.
Not Applicable.
 
 
B.
Not Applicable.
 
 
C.
Not Applicable.
 
Item 4. Comparative Trading Volume Data
 
Not applicable. 

Item 5. Alternative Record Holder Information
 
As of March 17, 2025, SatixFy had 10 record shareholders that were United States residents. SatixFy relied on information provided by its transfer agent, Continental Stock Transfer & Trust Company, to determine the number of United States holders.

Item 6. Debt Securities
 
Not applicable.
 
Item 7. Notice Requirement
 
 
A.
As required by Rule 12h-6(h), SatixFy published a notice disclosing its intent to terminate its duty to file reports under section 13(a) and section 15(d) of the Exchange Act on July 2, 2025.
 
 
B.
The notice was disseminated in the United States via a Report of Foreign Private Issuer on Form -K filed with the SEC on July 2, 2025. In addition, the notice is attached as Exhibit 99.1 to this Form 15F.
 
Item 8. Prior Form 15 Filers
 
Not applicable.



PART II
 
Item 9. Rule 12g3-2(b) Exemption
 
All information required to be published pursuant to Rule 12g3-2(b)(1)(iii) will be available on its website (www.satixfy.com).
 
PART III
 
Item 10. Exhibits
 
Attached as Exhibit 99.1 to this Form 15F is a copy of the notice, required by Rule 12h-6(h) (17 CFR 240.12h-6(h)), disclosing SatixFy’s intent to terminate its duty to file reports under Section 13(a) and 15(d) of the Exchange Act.
 
Item 11. Undertakings
 
The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:
 
(1) The average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i);
 
(2) Its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or
 
(3) It otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6.
 

 
Signature
 
Pursuant to the requirements of the Securities Exchange Act of 1934, SatixFy Communications Ltd. has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, SatixFy Communications Ltd. certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under Section 12(g) of the Exchange Act, or its duty to file reports under Section 13(a) or Section 15(d) of the Exchange Act, or both.
 
 
SatixFy Communications Ltd.
 
 
 
 
 
 
 
By:
/s/ Oren Harari
 
Dated: July 8, 2025
 
Name:
Oren Harari
 
 
 
Title:
Interim Chief Financial Officer
 
 

EX-99 2 exhibit_99-1.htm

Exhibit 99.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
 
Form 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2025

Commission File Number: 001-41544

SATIXFY COMMUNICATIONS LTD.
 (Translation of registrant’s name into English)

12 Hamada Street, Rehovot 670315
Israel
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F            Form 40-F



EXPLANATORY NOTE

Closing of Merger with MDA Space Ltd.

On July 2, 2025 (the “Closing Date”), SatixFy Communications Ltd. (“SatixFy” or the “Company”) completed its previously announced merger with MDA Space Ltd., an Ontario corporation (“MDA Space”), pursuant to the Agreement and Plan of Merger, dated as of April 1, 2025 (the “Merger Agreement”), by and among SatixFy, MDA Space, MANTISRAEL OPERATIONS 1 LTD.  (“Merger Sub 1”), an Israeli company and an indirect wholly owned subsidiary of MDA Space, and MANTISRAEL OPERATIONS 2 LTD. (“Merger Sub 2”, and collectively with Merger Sub 1, the “Merger Subs”), an Israeli company wholly owned by Merger Sub 1 and an indirect wholly owned subsidiary of MDA Space, as amended by a letter agreement dated as of May 20, 2025. Pursuant to the Merger Agreement, Merger Sub 2 merged with and into the Company, and the Company, as the surviving entity, became a wholly owned subsidiary of Merger Sub 1 (the “First Merger”). Merger Sub 1 then immediately merged with and into the Company, and the Company, again as the surviving entity, became an indirect wholly owned subsidiary of MDA Space (the “Second Merger”, and collectively with the First Merger, the “Merger”).

At the Closing Date, each ordinary share, no par value per share, of SatixFy (each, an “Ordinary Share”), issued and outstanding immediately prior to the effective time of the first Merger (the “Effective Time”) was cancelled and converted into the right to receive $3.00 in cash (the “Merger Consideration”), without interest and subject to the withholding of any applicable taxes and in accordance with the terms of the Merger Agreement. In addition, in respect of outstanding Company equity awards and warrants to acquire Ordinary Shares:


each unexercised “in-the-money” option to acquire Ordinary Shares that was outstanding under any of the Company’s stock equity plans immediately prior to the Effective Time, whether or not then vested or exercisable, was, by virtue of the First Merger, converted into the right to receive a lump sum cash payment (without interest) equal to the product of  (a) the excess of  $3.00 over the exercise price per Ordinary Share for such option, and (b) the total number of Ordinary Shares underlying such option, less applicable withholding taxes;


each unexercised “out-of-the-money” option to acquire Ordinary Shares, whether or not vested or exercisable, was, by virtue of the First Merger, cancelled for no consideration;


each Ordinary Share that was outstanding under any of the Company’s stock equity plans subject to vesting, repurchase, or other lapse of restrictions (including any restricted stock units of the Company) immediately prior to the Effective Time, became, by virtue of the First Merger, vested in full and became free of restrictions and was treated as an Ordinary Share that was cancelled and converted into the right to receive $3.00, less applicable withholding taxes; and


each warrant to acquire Ordinary Shares (each, a “Warrant”), issued and outstanding immediately prior to the Effective Time, ceased to represent an entitlement to receive Ordinary Shares on the exercise thereof and became exercisable for the Merger Consideration, that such holder of the Warrant would have received if such holder had exercised his, her or its Warrant immediately prior to the Effective Time.

In connection with the consummation of the Merger, on the Closing Date, the Company’s Board of Directors (the “Board”) has approved the voluntary delisting of the Ordinary Shares from the NYSE American LLC (“NYSE American”) and the deregistration with the U.S. Securities and Exchange Commission (the “SEC”). The Board believes that the decision to delist the Ordinary Shares from the NYSE American and to terminate its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to the terms of the Merger Agreement is in the best interest of the Company and its shareholders. The Board’s decision was based on careful review of numerous factors, including the requirements associated with NYSE American listing standards and that delisting from the NYSE American and SEC deregistration is a condition of the Merger Agreement

Consequently, on the Closing Date, the Company notified the NYSE American LLC that the Merger had been consummated and that each issued and outstanding Ordinary Share had been converted into the right to receive the Merger Consideration. The Company notified the NYSE American of its intention to voluntarily delist the Ordinary Shares therefrom and requested that the NYSE American (i) halt trading of the Ordinary Shares on the NYSE American prior to the open of trading on the Closing Date, (ii) withdraw the Ordinary Shares from listing on the NYSE American, and (iii) file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act, on Form 25 to report that the Ordinary Shares are no longer listed on the NYSE American and to apply for the deregistration of the Ordinary Shares under Section 12(b) of the Exchange Act. As a result, the Ordinary Shares, which previously traded under the symbol “SATX”, will no longer be listed on the NYSE American.
 
Following satisfaction of the relevant deregistration conditions under the applicable U.S. federal securities laws, the Form 25 will also terminate the Company’s reporting obligations under the Exchange Act. In addition, the Company intends to file a certification on Form 15F with the SEC suspending the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Ordinary Shares and certain warrants that had previously traded on the NYSE American. The Company reserves the right, for any reason, to delay any of the filings described above, to withdraw them prior to effectiveness, and to otherwise change its plans in respect of delisting and deregistration and termination of its reporting obligations under applicable U.S. federal securities laws in any way.



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, thereunto duly authorized.

 
SatixFy Communications Ltd.
 
By: /s/ Oren Harari
      Oren Harari
      Interim Chief Financial Officer

July 2, 2025