[POS AM] SatixFy Communications Ltd. SEC Filing

Rhea-AI Filing Summary

SatixFy Communications Ltd. ("SATX") filed Post-Effective Amendment No. 1 and No. 2 to its prior Form F-1 registration statements (333-268510 and 333-268835).

• Purpose: Terminate all outstanding securities offerings and deregister any unsold ordinary shares and warrants that had been registered for resale or for an equity line of credit worth up to US$77.25 million.
• Triggering event: On 2 July 2025, SatixFy completed a two-step merger with MDA Space Ltd. (Ontario) via Merger Sub 1 and Merger Sub 2. Following the transactions, SatixFy survives as an indirect wholly-owned subsidiary of MDA Space.
• Because SatixFy is now privately held within MDA Space, public offerings under the two Form F-1 shelves are no longer required and have been withdrawn.
• The filing formally ends the effectiveness of both registration statements once the SEC declares these amendments effective.
• Signatories: CEO Nir Barkan (Rehovot, Israel) and authorised U.S. representative Colleen A. De Vries of Cogency Global Inc. (New York).

No new financial statements or earnings data accompany this filing; it is an administrative step confirming that previously registered securities will not be sold in the public market.

Positive

• Merger completion with MDA Space Ltd. provides transaction certainty and eliminates the dilution risk from the previously registered shelf offerings.

Negative

• Deregistration of unsold securities ends the ability for selling securityholders to dispose of their shares or warrants in the public market, terminating liquidity for those instruments.

Insights

M&A Specialist

TL;DR: Merger closed; Filings withdraw unsold shares, ending public issuance obligations—procedural but confirms deal completion.

This post-effective amendment is a standard clean-up move after a change-of-control transaction. By deregistering all remaining securities, SatixFy eliminates future compliance costs tied to the two shelf registrations and removes potential dilution that might have arisen from the equity line with Cantor. From an M&A perspective, the filing is a definitive proof of closing, demonstrating that the target is now wholly owned by MDA Space and no longer needs access to U.S. capital markets. The impact is operationally neutral for Parent but positive for integration, as it allows management to focus on post-merger synergies without the burden of SEC shelf maintenance.

Securities Analyst

TL;DR: Deregistration ends liquidity for unsold SATX shares; investors now rely on merger consideration—no future market supply.

The withdrawal of up to 28.37 million ordinary shares and 1 million warrants, plus the US$77.25 million equity line, removes a significant potential overhang that could have pressured share price had SatixFy remained public. For prior shareholders, the economic outcome is already fixed in the merger terms (not detailed here). The amendment has no direct earnings effect but materially alters the capital-markets profile—SatixFy securities will cease public trading, and information flow will migrate to MDA Space’s reporting regime, if any. Overall influence on outside investors is limited because liquidity has effectively been extinguished.

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

Registration No. 333-268510

Registration No. 333-268835

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM F-1 REGISTRATION STATEMENT NO. 333-268835

POST-EFFECTIVE AMENDMENT NO. 2 TO

FORM F-1 REGISTRATION STATEMENT NO. 333-268510

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 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 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. ☐

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 these post-effective amendments (these “Post-Effective Amendments”) to the following Registration Statements on Form F-1 (collectively, the “Registration Statements”), which have 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 each of the following Registration Statements:

• Registration Statement on Form F-1, Registration No. 333-268510, initially filed with the SEC on November 11, 2022 and amended on December 16, 2022, January 13, 2023 and January 19, 2023, and declared effective by the SEC on January 23, 2023, registering the resale by the selling securityholders named in the Registration Statement of up to  28,373,475 Ordinary Shares and up to 1,000,000 warrants to purchase up to 1,000,000 Ordinary Shares at a price of $11.50 per share.

• Registration Statement on Form F-1, Registration No. 333-268835, initially filed with the SEC December 16, 2022 and amended on May 11, 2023, and declared effective by the SEC on May 24, 2023, registering the sale, from time to time, by CF Principal Investments LLC (“Cantor”) of Ordinary Shares in an estimated maximum aggregate offering amount of up to $77,250,000 pursuant to an equity line of credit purchase agreement, dated as of March 8, 2022, by and between the Company and Cantor.

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 Statements. The Registrant hereby removes from registration, by means of these Post-Effective Amendments, any and all of the securities registered under the Registration Statements that remained unsold as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities, and the Registrant hereby terminates the effectiveness of the Registration Statements, as of the date these Post-Effective Amendments are 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-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 these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.

FAQ

Why did SatixFy (SATX) file a post-effective amendment on July 2, 2025?

To terminate its Form F-1 offerings and deregister any unsold securities following completion of its merger with MDA Space Ltd.

How many SatixFy shares and warrants were deregistered?

Up to 28,373,475 ordinary shares and 1,000,000 warrants from Registration No. 333-268510 plus shares under a US$77.25 million equity line in Registration No. 333-268835.

What triggered the deregistration of SatixFy securities?

The closing of a two-step merger on July 2 2025, making SatixFy an indirect wholly-owned subsidiary of MDA Space Ltd.

Will SatixFy continue to issue public filings after the merger?

The amendment indicates SatixFy will no longer maintain active SEC registration statements, suggesting future disclosures will fall under MDA Space, not SatixFy.

Does the filing include any new financial results?

No. The document is purely administrative; it contains no earnings or balance sheet data.