Initial Statement of Beneficial Ownership (3)
November 03 2022 - 4:52PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Atalaya Capital Management LP |
2. Date of Event Requiring Statement (MM/DD/YYYY)
10/26/2022
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3. Issuer Name and Ticker or Trading Symbol
Endurance Acquisition Corp. [EDNC]
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(Last)
(First)
(Middle)
ONE ROCKEFELLER PLAZA, 32ND FLOOR |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Street)
NEW YORK, NY 10020
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Ordinary Shares (1) | 3685000 (2) | I | By ACM ARRT G LLC (2) |
Class A Ordinary Shares (1) | 183554 (3) | I | By ACM ASOF VII (Cayman) Holdco LP (3) |
Class A Ordinary Shares (1) | 130830 (4) | I | By Atalaya Special Purpose Investment Fund II LP (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Warrants (5) | (6) | (6) | Class A Ordinary Shares (5) | 91777 | $11.5 (5) | I | By ACM ASOF VII (Cayman) Holdco LP (3) |
Warrants (5) | (6) | (6) | Class A Ordinary Shares (5) | 183456 | $11.5 (5) | I | By ACM Alamosa (Cayman) Holdco LP (7) |
Warrants (5) | (6) | (6) | Class A Ordinary Shares (5) | 65415 | $11.5 (5) | I | By Atalaya Special Purpose Investment Fund II LP (4) |
Warrants (5) | (6) | (6) | Class A Ordinary Shares (5) | 57575 | $11.5 (5) | I | By ACM Alameda Special Purpose Investment Fund II LP (8) |
Explanation of Responses: |
(1) | The reporting persons held Class A ordinary shares of Endurance Acquisition Corp. ("Endurance") prior to the consummation of the business combination (the "Business Combination") between Endurance and SatixFy Communications Ltd. ("SatixFy"), following which, such shares were exchanged for ordinary shares of SatixFy, the post-business combination company, on a one-for-one basis. |
(2) | The securities are held directly by ACM ARRT G LLC, of which Atalaya Capital Management LP ("ACM") is the Manager and has investment and dispositive power over these shares. |
(3) | The securities are held directly by ACM ASOF VII (Cayman) Holdco LP, of which ACM is the Manager and has investment and dispositive power over these shares. |
(4) | The securities are held directly by Atalaya Special Purpose Investment Fund II LP, of which ACM is the Manager and has investment and dispositive power over these shares. |
(5) | The reporting persons held warrants of Endurance prior to the consummation of the Business Combination, with each warrant entitling the holder thereof to purchase one whole Endurance Class A ordinary share at a price of $11.50 per share. Following consummation of the Business Combination on October 27, 2022, each warrant was exchanged on a one-for-one basis for a warrant of SatixFy entitling the holder thereof to purchase one whole ordinary share of SatixFy at a price of $11.50 per ordinary share, the post-business combination company. |
(6) | The warrants are exercisable 30 days after consummation of the Business Combination, which occurred on October 27, 2022, and expire on the fifth anniversary of the Business Combination. |
(7) | The securities are held directly by ACM Alamosa (Cayman) Holdco LP, of which ACM is the Manager and has investment and dispositive power over these shares. |
(8) | The securities are held directly by ACM Alameda Special Purpose Investment Fund II LP, of which ACM is the Manager and has investment and dispositive power over these shares. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Atalaya Capital Management LP ONE ROCKEFELLER PLAZA 32ND FLOOR NEW YORK, NY 10020 |
| X |
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ACM ARRT G LLC ONE ROCKEFELLER PLAZA 32ND FLOOR NEW YORK, NY 10020 |
| X |
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Signatures
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Atalaya Capital Management LP By: /s/ Drew Phillips, Authorized Signatory | | 11/3/2022 |
**Signature of Reporting Person | Date |
ACM ARRT G LLC By: /s/ Drew Phillips, Authorized Signatory | | 11/3/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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