[POS AM] SatixFy Communications Ltd. SEC Filing

Rhea-AI Filing Summary

Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.) is offering unsecured, senior medium-term notes in the form of Buffer Securities linked to the S&P 500 Futures Excess Return Index (ticker SPXFP). The securities price on 30 Jun 2025, settle on 3 Jul 2025 and mature on 5 Jul 2030.

Key economic terms

• Stated principal: $1,000 per note; total offering $436,000.
• Upside participation: 170 % of any index appreciation.
• Downside protection: 20 % buffer; losses accrue 1-for-1 below 80 % of initial value (514.49).
• No interest payments; no dividend entitlement.
• Estimated value at pricing: $960, 4 % below issue price, reflecting selling, hedging and funding costs.
• Underwriting fee: up to $11.25 (1.125 %) per security; proceeds to issuer $988.75.
• Listing: none; secondary market, if any, provided only by CGMI.

Risk highlights

• Credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.
• The underlying futures-based index historically underperforms the price and total-return S&P 500 due to embedded financing costs (1-, 3- and 5-year annualised returns of 8.73 %, 13.58 % and 12.78 % versus 13.55 %, 17.89 % and 14.88 % for the S&P 500).
• Liquidity: notes are not exchange-listed; CGMI may discontinue market-making at any time.
• Investors forgo coupons, dividends and interim averaging; payoff depends solely on the final valuation date.
• Estimated value and any secondary bid will be reduced by internal funding rate, bid-ask spreads and hedging unwind costs.
• Complex U.S. federal tax treatment (prepaid forward contract) remains uncertain.

Investor profile: Suitable only for sophisticated investors seeking leveraged upside to a futures-based equity index, willing to accept structural complexity, credit exposure, potential capital loss beyond the 20 % buffer and limited liquidity for five years.

Positive

• Upside leverage of 170 % offers enhanced participation in any index appreciation.
• 20 % downside buffer shields investors from moderate market declines.
• Full guarantee by Citigroup Inc. adds parent-level credit support.

Negative

• Estimated value of $960 is 4 % below issue price, indicating embedded fees and funding costs.
• No interest or dividend income reduces total return versus direct equity exposure.
• Underlying index historically underperforms the S&P 500 due to financing drag.
• No exchange listing; liquidity depends solely on CGMI’s discretionary market-making.
• Capital loss is unlimited beyond the 20 % buffer.
• Complex and uncertain U.S. tax treatment.

Insights

Structured Products Analyst

TL;DR: 170 % upside/20 % buffer structured note; small $0.4 m issue, low market impact.

The note is a typical Citi retail-oriented buffered return optimization product. Upside leverage of 1.70× is attractive versus plain equity, but investors sacrifice dividends, pay an initial 4 % premium (issue price versus $960 model value) and face five-year illiquidity. The 20 % buffer provides only limited downside protection; historical drawdowns of the SPXFP well exceed this threshold. Credit risk of Citi is non-trivial although investment-grade. Because the tranche is only $436 k, the transaction is purely distributive and immaterial to Citi’s funding profile or to the broader market. Overall impact: neutral.

Risk Analyst

TL;DR: Key risks are index under-performance, credit exposure, and secondary-market scarcity.

The futures excess-return structure embeds an implicit financing cost, historically reducing returns by 2-4 % annually versus the S&P 500 price index and even more versus total return. Rising rates would widen this drag. The payoff’s cliff-edge at −20 % introduces significant tail risk: a 40 % fall in the index would halve principal. No exchange listing and discretionary market-making heighten liquidity risk, while any sale will include bid-ask and unwind discounts. Tax treatment as a prepaid forward contract is based on counsel’s opinion; adverse IRS action could change after-tax yields. From a risk-reward standpoint, the product is appropriate only for investors with specific views on near-term index stability and Citi credit strength.

As filed with the U.S. Securities and Exchange Commission on July 2, 2025

Registration No. 333-279869

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM F-3 REGISTRATION STATEMENT NO. 333-279869

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SATIXFY COMMUNICATIONS LTD.

(Exact name of Registrant as specified in its charter)

State of Israel	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

SatixFy Communications Ltd.

12 Hamada St., Rehovot 670315

Israel

+(972) 8-939-3200

(Address and telephone number of Registrant’s principal executive offices)

Puglisi & Associates

850 Library Ave., Suite 204

Newark, DE 19711

Tel: (302) 738-6680

(Name, address, and telephone number, 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 only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐ 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

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(c) 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 registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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-3 (the “Registration Statement”), which has previously been filed with the Securities Exchange Commission (the “SEC”), to (i) terminate any and all offerings and (ii) to deregister any and all unsold securities as of the date hereof originally registered by the Registrant under the following Registration Statement:

• Registration Statement on Form F-3, Registration No. 333-279869, filed with the SEC on May 31, 2024, and declared effective by the SEC on June 10, 2024, registering the sale, from time to time, in one or more offerings of Ordinary Shares up to the aggregate amount of $100,000,000.

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. The Registrant hereby removes from registration, by means of this Post-Effective Amendment, any and all of the securities registered under the Registration Statement that remained unsold as of the date hereof. 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 of 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 certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and 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 2^nd 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 2^nd day of July 2025.

Authorized U.S. Representative-PUGLISI & ASSOCIATES.

		By:	/s/ Colleen A. De Vries
			Name:	Donald J. Puglisi
			Title:	Managing Director

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.

FAQ

What is the upside participation rate on Citigroup’s 2025 Buffer Securities (symbol C)?

Holders receive 170 % of any positive return in the S&P 500 Futures Excess Return Index at maturity.

How much downside protection do the Citi Buffer Securities provide?

There is a 20 % buffer; principal loss begins only if the index falls below 80 % of its initial 514.49 level.

Do the notes pay interest or dividends during the five-year term?

No. The securities are zero-coupon instruments and investors forgo all dividends on the underlying index.

Will the Citi Buffer Securities be listed on an exchange?

No. They are unlisted and any secondary trading relies on Citigroup Global Markets Inc.’s discretionary market-making.

Why is the estimated value ($960) below the $1,000 issue price?

The $40 difference reflects selling commissions, hedging costs and Citi’s internal funding rate built into the product.

What credit entities back the payment at maturity?

Payments are senior unsecured obligations of Citigroup Global Markets Holdings Inc. and are fully and unconditionally guaranteed by Citigroup Inc..

How is the product treated for U.S. federal taxes?

Counsel expects treatment as a prepaid forward contract, but the IRS could challenge this position; investors should consult tax advisers.