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| CIK | 1864891 |
SEC Filings
SEC Filings (Chronological Order)
| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2 ) Endurance Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) G3041W107 |
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| February 14, 2023 |
KYG3041W1235 / ENDURANCE ACQUISITION CORP / CITADEL ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 tm233066-12sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Endurance Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40810 Endurance Acquisition Corp. (Exact name of registrant as specified |
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| October 27, 2022 |
Exhibit 99.2 Translated from the Hebrew Legaltrans.com | Rina Ne?eman [Emblem of the Israel Tax Authority] Professional Division Restructuring Department 28 Tishrei 5783 October 23, 2022 Application No: To: Endurance Acquisition Corp. c/o Meitar | Law Offices Dear Sirs: Re: Transaction for the Exchange of Shares of Endurance Acquisition Corp. for shares of Satixfy Communications Ltd. among the Int |
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| October 27, 2022 |
Exhibit 99.1 SatixFy Completes Business Combination with Endurance Acquisition Corp. First Day of Trading on NYSE Expected to be October 28th under the Symbols SATX and SATX WSA New York, NY and Rehovot, Israel ? October 27, 2022 ? SatixFy Communications Ltd. (?SatixFy?), a leader in next-generation satellite communication systems based on in-house-developed chipsets, today announced that it has c |
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| October 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2022 Endurance Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40810 98-1599901 (State or other jurisdiction of incorporation o |
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| October 26, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2022 Endurance Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40810 98-1599901 (State or other jurisdiction of incorporation o |
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| October 24, 2022 |
Exhibit 10.1 Date: October 24, 2022 To: Endurance Acquisition Corp., a Cayman Islands exempted company (?Endurance?), SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (the ?Target?), SatixFy MS, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Target (?Merger Sub?). Address: Endurance Acquisition Corp., 200 Park |
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| October 24, 2022 |
Exhibit 10.1 Date: October 24, 2022 To: Endurance Acquisition Corp., a Cayman Islands exempted company (?Endurance?), SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (the ?Target?), SatixFy MS, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Target (?Merger Sub?). Address: Endurance Acquisition Corp., 200 Park |
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| October 24, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2022 Endurance Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40810 98-1599901 (State or other jurisdiction of incorporation o |
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| October 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2022 Endurance Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40810 98-1599901 (State or other jurisdiction of incorporation o |
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| October 19, 2022 |
October 18, 2022, IPO Edge, 5G from Satellites – Join Fireside with CEOs of Satixfy & EDNC Filed by SatixFy Communications Ltd. / Endurance Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Endurance Acquisition Corp. Commission File No. 001-40810 Date: October 18, 2022 October 18, 2022, IPO Edge, 5G from Satellites – Join Fireside with CEOs of Satixfy & EDNC John |
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| October 17, 2022 |
Filed by SatixFy Communications Ltd. / Endurance Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Endurance Acquisition Corp. Commission File No. 001-40810 Date: October 17, 2022 SatixFy Announces First Half 2022 Financial Results; Proposed Business Combination with Enduranc |
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| October 13, 2022 |
Filed by SatixFy Communications Ltd. / Endurance Acquisition Corp. Filed by SatixFy Communications Ltd. / Endurance Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Endurance Acquisition Corp. Commission File No. 001-40810 Date: October 13, 2022 SatixFy Analyst Day Transcript 00:00:07.860 -> 00:01:30.190 Kevin Hunt: Hello, everyone! I'm Kev |
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| October 13, 2022 |
Filed by SatixFy Communications Ltd. / Endurance Acquisition Corp. Filed by SatixFy Communications Ltd. / Endurance Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Endurance Acquisition Corp. Commission File No. 001-40810 Date: October 13, 2022 Investor Presentation October 2022 September 2022 Disclaimer Cautionary Notes This presentation |
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| October 7, 2022 |
Filed by SatixFy Communications Ltd. / Endurance Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: Endurance Acquisition Corp. Commission File No. 001-40810 Date: October 7, 2022 October 6, 2022 IPO Edge “The Space Race II” with Intuitive Machines, AST SpaceMobile, Virgin Orb |
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| September 30, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? Definitive Proxy Statement ? ? Definitive Additional Materials ? ? Soliciting Material Under Rule 14a-12 ? Endurance Acquisition Corp. |
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| September 13, 2022 |
SatixFy Poised to Enable Direct-to-Cell 5G Non-Terrestrial Networks Filed by SatixFy Communications Ltd. / Endurance Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Endurance Acquisition Corp. Commission File No. 001-40810 Date: September 13, 2022 SatixFy Poised to Enable Direct-to-Cell 5G Non-Terrestrial Networks ? On June 28, 2022, SatixFy, |
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| August 23, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2022 Endurance Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40810 98-1599901 (State or other jurisdiction of incorporation or |
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| August 23, 2022 |
Exhibit 10.1 ? AMENDMENT NO. 2 to SPONSOR LETTER Agreement This Amendment No. 2 to the Sponsor Letter Agreement (this ?Amendment?) is made as of August 23, 2022, by and among Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the ?Sponsor?), Endurance Acquisition Corp., a Cayman Islands exempted company (the ?SPAC?), and SatixFy Communications Ltd., a limited liability |
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| August 23, 2022 |
Filed by SatixFy Communications Ltd. / Endurance Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Endurance Acquisition Corp. Commission File No. 001-40810 Date: August 23, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pur |
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| August 23, 2022 |
EX-2.1 2 tm2223778d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AMENDMENT NO. 2 to Business Combination Agreement This Amendment No. 2 to the Business Combination Agreement (this “Amendment”) is made as of August 23, 2022, by and among Endurance Acquisition Corp., a Cayman Islands exempted company (“SPAC”), SatixFy Communications Ltd., a limited liability company organized under the laws of the State of I |
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| August 12, 2022 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40810 ? Endurance Acquisition Corp. |
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| July 18, 2022 |
Filed by SatixFy Communications Ltd. / Endurance Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Endurance Acquisition Corp. Commission File No. 001-40810 Date: July 18, 2022 SatixFy introduces compact aero terminal providing in-flight connectivity at high speeds Onyx Aero Te |
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| July 5, 2022 |
SatixFy Technology Enables First 5G link through a LEO constellation Filed by SatixFy Communications Ltd. / Endurance Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Endurance Acquisition Corp. Commission File No. 001-40810 Date: July 5, 2022 SatixFy Technology Enables First 5G link through a LEO constellation ? Significant milestone achieved |
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| June 23, 2022 |
Exhibit 99.1 SatixFy Names David Ripstein as CEO to Lead its Next Phase of Growth - Co-Founder Yoav Leibovitch to remain as SatixFy?s Chairman and CFO - Business combination with Endurance Acquisition Corp. (NASDAQ: EDNC) on track to close in 2H 2022 New York, NY and Rehovot, Israel ? June 23, 2022 ? SatixFy Communications Ltd. (?SatixFy?), a developer of state-of-the-art satellite communication e |
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| June 23, 2022 |
Filed by SatixFy Communications Ltd. / Endurance Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Endurance Acquisition Corp. Commission File No. 001-40810 Date: June 23, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursu |
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| June 23, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2022 Endurance Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40810 98-1599901 (State or other jurisdiction of incorporation or o |
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| June 13, 2022 |
EX-2.1 2 tm2218068d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AMENDMENT NO. 1 to Business Combination Agreement This Amendment No. 1 to the Business Combination Agreement (this “Amendment”) is made as of June 13, 2022, by and among Endurance Acquisition Corp., a Cayman Islands exempted company (“SPAC”), SatixFy MS, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company (“Me |
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| June 13, 2022 |
Exhibit 10.1 AMENDMENT NO. 1 to SPONSOR LETTER Agreement This Amendment No. 1 to the Sponsor Letter Agreement (this ?Amendment?) is made as of June 13, 2022, by and among Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the ?Sponsor?), Endurance Acquisition Corp., a Cayman Islands exempted company (the ?SPAC?), and SatixFy Communications Ltd., a limited liability com |
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| June 13, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2022 Endurance Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40810 98-1599901 (State or other jurisdiction of incorporation or o |
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| June 13, 2022 |
Filed by SatixFy Communications Ltd. / Endurance Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Endurance Acquisition Corp. Commission File No. 001-40810 Date: June 13, 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursu |
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| May 16, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40810 Endurance Acquisition Corp. |
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| April 11, 2022 |
SatixFy Announces the Passing of Co-Founder, Co-Chairman and CEO Yoel Gat Exhibit 99.1 SatixFy Announces the Passing of Co-Founder, Co-Chairman and CEO Yoel Gat New York, NY and Rehovot, Israel ? April 10, 2022 ? SatixFy Communications Ltd. (?SatixFy?), a leader in next-generation satellite communication systems based on in-house developed chipsets, announced that the company?s Co-Founder, Co-Chairman and CEO Yoel Gat passed away on April 8, 2022. Yoav Leibovitch, Co-Fo |
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| April 11, 2022 |
SatixFy Announces the Passing of Co-Founder, Co-Chairman and CEO Yoel Gat Filed by SatixFy Communications Ltd. / Endurance Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Endurance Acquisition Corp. Commission File No. 001-40810 Date: April 11, 2022 SatixFy Announces the Passing of Co-Founder, Co-Chairman and CEO Yoel Gat New York, NY and Rehovot, |
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| April 11, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2022 Endurance Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40810 98-1599901 (State or other jurisdiction of incorporation or |
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| April 6, 2022 |
SatixFy Elevates Yoav Leibovitch to Co-Chairman Filed by SatixFy Communications Ltd. / Endurance Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Endurance Acquisition Corp. Commission File No. 001-40810 Date: April 5, 2022 SatixFy Elevates Yoav Leibovitch to Co-Chairman ? As part of a planned management transition related |
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| April 6, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2022 Endurance Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40810 98-1599901 (State or other jurisdiction of incorporation or o |
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| April 6, 2022 |
SatixFy Elevates Yoav Leibovitch to Co-Chairman Exhibit 99.1 SatixFy Elevates Yoav Leibovitch to Co-Chairman ? As part of a planned management transition related to its forthcoming public listing via business combination with Endurance Acquisition Corp. (NASDAQ: EDNC), SatixFy has hired and will soon announce a new CEO to lead its next phase of growth as a publicly traded company ? Co-Founder and CFO Yoav Leibovitch named as Co-Chairman of the |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 31, 2022 |
EX-4.5 2 edncu-20211231xex4d5.htm EX-4.5 Exhibit 4.5 DESCRIPTION OF ENDURANCE ACQUISITION CORP.’s SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description summarizes the material terms of the securities of Endurance Acquisition Corp. registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as set |
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| March 8, 2022 |
? Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT ? BY AND AMONG ? ENDURANCE ACQUISITION CORP., ? SATIXFY MS, ? AND ? SATIXFY COMMUNICATIONS LTD. ? DATED AS OF MARCH?8, 2022 ? ? ? ? Table of Contents ? Page?i ? Article?I. CERTAIN DEFINITIONS 4 ? ? ? ? ? Section?1.1 Definitions 4 ? ? ? ? Article?II. MERGER 30 ? ? ? ? ? Section?2.1 Pre-Closing Transactions 30 ? Section?2.2 The Merger 32 |
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| March 8, 2022 |
EX-10.1 3 tm228495d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT THIS AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”), is made as of March 8, 2022 by and among SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (registered number 516135035, the “Company”), Endurance Acquisit |
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| March 8, 2022 |
Form of SatixFy Warrant Assumption Agreement. EX-10.6 8 tm228495d1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 FORM OF WARRANT ASSUMPTION AGREEMENT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [●], 2022, by and among Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), SatixFy Communications Ltd., a limited liability company organized und |
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| March 8, 2022 |
EX-10.7 9 tm228495d1ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 EXECUTION VERSION AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of March 8, 2022 to be effective as of the Closing (as defined in the Business Combination Agreement) and entered into by and among Endurance Acquisition Corp. (the “SPAC”), Endurance Ant |
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| March 8, 2022 |
Form of SatixFy Warrant Assumption Agreement. EX-10.6 8 tm228495d1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 FORM OF WARRANT ASSUMPTION AGREEMENT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [●], 2022, by and among Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), SatixFy Communications Ltd., a limited liability company organized und |
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| March 8, 2022 |
Form of PIPE Warrant Agreement. EX-10.5 7 tm228495d1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 FORM OF WARRANT AGREEMENT WARRANT AGREEMENT between SATIXFY COMMUNICATIONS LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and between SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”), and Contin |
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| March 8, 2022 |
Filed by SatixFy Communications Ltd. / Endurance Acquisition Corp. Filed by SatixFy Communications Ltd. / Endurance Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Endurance Acquisition Corp. Commission File No. 001-40810 Date: March 8, 2022 C O R P O R A T E P A R T I C I P A N T S Richard Davis, Chief Executive Officer, Endurance Acquisiti |
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| March 8, 2022 |
425 1 tm228495d2425.htm 425 Filed by SatixFy Communications Ltd. / Endurance Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Endurance Acquisition Corp. Commission File No. 001-40810 Date: March 8, 2022 SatixFy, a Leader in Next-Generation Satellite Communication Systems, to |
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| March 8, 2022 |
Exhibit 99.2 Investor Presentation March 2022 2 Disclaimer Cautionary Notes This presentation is for informational purposes only. This presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This presentation has b |
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| March 8, 2022 |
Exhibit 10.4 FORM OF UNIT SUBSCRIPTION AGREEMENT UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this March 8, 2022, by and among SatixFy Communications Ltd., a company organized under the laws of the State of Israel (the “Issuer”), Endurance Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), Endurance Antarctica Partners |
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| March 8, 2022 |
EX-10.4 6 tm228495d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 FORM OF UNIT SUBSCRIPTION AGREEMENT UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this March 8, 2022, by and among SatixFy Communications Ltd., a company organized under the laws of the State of Israel (the “Issuer”), Endurance Acquisition Corp., a Cayman Islands exempted company |
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| March 8, 2022 |
EX-10.3 5 tm228495d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 FORM OF SHAREHOLDER SUPPORT AGREEMENT COMPANY SHAREHOLDER SUPPORT AGREEMENT THIS COMPANY SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of March 8, 2022, is entered into by and among Endurance Acquisition Corp., a Cayman Islands exempt company (“SPAC”), SatixFy Communications Ltd., a limited liability company organized under the |
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| March 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2022 Endurance Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40810 98-1599901 (State or other jurisdiction of incorporation or o |
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| March 8, 2022 |
Filed by SatixFy Communications Ltd. / Endurance Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Endurance Acquisition Corp. Commission File No. 001-40810 Date: March 8, 2022 Investor Presentation March 2022 2 Disclaimer Cautionary Notes This presentation is for informational |
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| March 8, 2022 |
Exhibit 10.2 EXECUTION VERSION SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of March 8, 2022, is made by and among Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the “Sponsor”), Endurance Acquisition Corp, a Cayman Islands exempted company (“SPAC”), and SatixFy Communications Ltd., a limited liability company organized under t |
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| March 8, 2022 |
EX-99.2 11 tm228495d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Investor Presentation March 2022 2 Disclaimer Cautionary Notes This presentation is for informational purposes only. This presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sa |
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| March 8, 2022 |
EX-10.1 3 tm228495d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT THIS AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”), is made as of March 8, 2022 by and among SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (registered number 516135035, the “Company”), Endurance Acquisit |
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| March 8, 2022 |
EX-99.1 10 tm228495d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 SatixFy, a Leader in Next-Generation Satellite Communication Systems, to Go Public via Combination with Endurance Acquisition Corp. SatixFy is a vertically integrated fabless semiconductor chip company providing products based on in-house developed chips across the entire satellite communications value chain. SatixFy customers include a lis |
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| March 8, 2022 |
EX-10.7 9 tm228495d1ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 EXECUTION VERSION AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of March 8, 2022 to be effective as of the Closing (as defined in the Business Combination Agreement) and entered into by and among Endurance Acquisition Corp. (the “SPAC”), Endurance Ant |
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| March 8, 2022 |
Exhibit 99.1 SatixFy, a Leader in Next-Generation Satellite Communication Systems, to Go Public via Combination with Endurance Acquisition Corp. SatixFy is a vertically integrated fabless semiconductor chip company providing products based on in-house developed chips across the entire satellite communications value chain. SatixFy customers include a list of significant players in the satellite tel |
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| March 8, 2022 |
? Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT ? BY AND AMONG ? ENDURANCE ACQUISITION CORP., ? SATIXFY MS, ? AND ? SATIXFY COMMUNICATIONS LTD. ? DATED AS OF MARCH?8, 2022 ? ? ? ? Table of Contents ? Page?i ? Article?I. CERTAIN DEFINITIONS 4 ? ? ? ? ? Section?1.1 Definitions 4 ? ? ? ? Article?II. MERGER 30 ? ? ? ? ? Section?2.1 Pre-Closing Transactions 30 ? Section?2.2 The Merger 32 |
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| March 8, 2022 |
EX-10.3 5 tm228495d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 FORM OF SHAREHOLDER SUPPORT AGREEMENT COMPANY SHAREHOLDER SUPPORT AGREEMENT THIS COMPANY SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of March 8, 2022, is entered into by and among Endurance Acquisition Corp., a Cayman Islands exempt company (“SPAC”), SatixFy Communications Ltd., a limited liability company organized under the |
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| March 8, 2022 |
425 1 tm228495d18k.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2022 Endurance Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40810 98-1599901 (State or other jurisdi |
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| March 8, 2022 |
EX-10.2 4 tm228495d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 EXECUTION VERSION SPONSOR LETTER AGREEMENT This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of March 8, 2022, is made by and among Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the “Sponsor”), Endurance Acquisition Corp, a Cayman Islands exempted company (“SPAC”), and SatixFy Communications Ltd., a |
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| March 8, 2022 |
Form of PIPE Warrant Agreement. EX-10.5 7 tm228495d1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 FORM OF WARRANT AGREEMENT WARRANT AGREEMENT between SATIXFY COMMUNICATIONS LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and between SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”), and Contin |
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| February 14, 2022 |
CITADEL ADVISORS LLC - ENDURANCE ACQUISITION CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Endurance Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (the ?Shares?) (Title of Class of Securit |
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| February 14, 2022 |
KYG3041W1235 / ENDURANCE ACQUISITION CORP / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Endurance Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3041W107 (CUSIP Number) |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Endurance Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3041W107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Endurance Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) G3041W107 |
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| February 14, 2022 |
KYG3041W1235 / ENDURANCE ACQUISITION CORP / NOMURA HOLDINGS INC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Endurance Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G3041W123 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 14, 2022 |
EXHIBIT 1 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value $0. |
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| February 14, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2. (Amendment No. )* ENDURANCE ACQUISITION CORP. (Name of Issuer) Ordinary shares, $0.0001 par value (Title of Class of Securities) G3041W123 (CUSIP Number) December 31, 2021 ( |
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| February 11, 2022 |
Shaolin Capital Management LLC - SC 13G EDNC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Endurance Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3041W107 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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| February 8, 2022 |
Polar Asset Management Partners Inc. - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Endurance Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3041W107 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box t |
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| February 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A AMENDMENT NO. |
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| November 15, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40810 Endurance Acquisition Corp. |
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| November 4, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2021 Endurance Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40810 (Commission |
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| November 4, 2021 |
Exhibit 99.1 Endurance Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing November 5, 2021 November 4, 2021 NEW YORK, NY – Endurance Acquisition Corp. (NASDAQ: EDNCU) (the “Company”), a blank check company sponsored by Endurance Antarctica Partners, LLC, today announced that the holders of the Company’s units sold in its initial public offering |
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| September 27, 2021 |
CITADEL ADVISORS LLC - ENDURANCE ACQUISITION CORP. SC 13G 1 tm2128552d2sc13g.htm ENDURANCE ACQUISITION CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Endurance Acquisition Corp. (Name of Issuer) Class A Ordinary shares, par value $0 |
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| September 27, 2021 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A Ordinary shares of Endurance Acquisition Corp., a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, |
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| September 23, 2021 |
ENDURANCE ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT EX-99.1 2 tm2128137d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 ENDURANCE ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of September 17, 2021 F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Endurance Acquisition Corp. Opinion on the |
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| September 23, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2021 Endurance Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-40810 (Commissi |
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| September 22, 2021 |
MMCAP International Inc. SPC - FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Endurance Acquisition Corp. |
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| September 17, 2021 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ENDURANCE ACQUISITION CORP. (Adopted by Special Resolution dated 14 September 2021) Filed: 15-Sep-2021 10:37 EST Auth Code: G11798412247 www.verify.gov.ky File#: 374833 i THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHA |
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| September 17, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 tm2127819d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2021 Endurance Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of i |
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| September 17, 2021 |
EX-10.5 8 tm2127819d1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 Endurance Acquisition Corp. 630 Fifth Avenue, 20th Floor New York, NY 10111 September 14, 2021 Antarctica Data Partners, LLC 630 Fifth Avenue, 20th Floor New York, NY 10111 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Endurance Acquisition Corp., a Cayman Islands exempted company (the “Com |
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| September 17, 2021 |
Exhibit 1.1 UNDERWRITING AGREEMENT between ENDURANCE ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: September 14, 2021 ENDURANCE ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York September 14, 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Several Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Endurance |
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| September 17, 2021 |
EX-10.6 9 tm2127819d1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of September 14, 2021 (this “Agreement”), is entered into by and between Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the “Purchaser”). |
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| September 17, 2021 |
Exhibit 10.1 WARRANT AGREEMENT between ENDURANCE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 14, 2021, is by and between Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” al |
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| September 17, 2021 |
Exhibit 10.7 PRIVATE WARRANTS PURCHASE AGREEMENT THIS PRIVATE WARRANTS PURCHASE AGREEMENT, dated as of September 14, 2021 (this ?Agreement?), is entered into by and between Endurance Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Cantor Fitzgerald & Co. (the ?Purchaser?). WHEREAS, the Company intends to consummate an initial public offering of the Company?s units (the ?P |
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| September 17, 2021 |
EX-10.4 7 tm2127819d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 14, 2021, is made and entered into by and among Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the “Sponsor”), Cantor Fitz |
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| September 17, 2021 |
EX-10.2 5 tm2127819d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 September 14, 2021 Endurance Acquisition Corp. 630 Fifth Avenue, 20th Floor New York, NY 10111 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Endurance Acquisition Co |
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| September 17, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 14, 2021 by and between Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1 (Fi |
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| September 16, 2021 |
$200,000,000 ENDURANCE ACQUISITION CORP. 20,000,000 Units 424B4 1 tm2127737d1424b4.htm 424B4 Filed Pursuant to Rule 424(b)(4) Registration No. 333-259098 PROSPECTUS $200,000,000 ENDURANCE ACQUISITION CORP. 20,000,000 Units Endurance Acquisition Corp. is a newly incorporated blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or simi |
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| September 15, 2021 |
Radcliffe Capital Management, L.P. - SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. ) Endurance Acquisition Corp. (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) G3041W107 (C |
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| September 14, 2021 |
The Nasdaq Stock Market LLC, 805 King Farm Blvd., Rockville, MD 20850 Eun Ah Choi Vice President Listing Qualifications By Electronic Mail September 14, 2021 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance: This is to certify that on September 14, 2021 The Nasdaq Stock Market LLC (the "Exchange") rece |
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| September 14, 2021 |
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Endurance Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1599901 (State or other jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification |
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| September 13, 2021 |
Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT between ENDURANCE ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: [•], 2021 ENDURANCE ACQUISITION CORP. UNDERWRITING AGREEMENT New York, New York [•], 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 As Representative of the Several Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Endurance Acquisition Corp. |
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| September 13, 2021 |
As filed with the Securities and Exchange Commission on September 13, 2021. As filed with the Securities and Exchange Commission on September 13, 2021. Registration No. 333-259098 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENDURANCE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation |
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| September 10, 2021 |
ENDURANCE ACQUISITION CORP. 630 Fifth Avenue, 20th Floor New York, NY 10111 September 10, 2021 ENDURANCE ACQUISITION CORP. 630 Fifth Avenue, 20th Floor New York, NY 10111 September 10, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F St. Street, NE Washington, D.C. 20549 Re: Endurance Acquisition Corp. Registration Statement on Form S-1 File No. 333-259098 Ladies and Gentleman: Pursuant to Rule 461 under the Securities Act of 1933, as amended, End |
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| September 10, 2021 |
* * * [Signature Page Follows] September 10, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| September 9, 2021 |
Exhibit 10.6 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [?], 2021 (this ?Agreement?), is entered into by and between Endurance Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the ?Purchaser?). WHEREAS, the Company intends to consummate an initial |
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| September 9, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant EX-4.4 2 tm2119472d4ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT between ENDURANCE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warran |
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| September 9, 2021 |
As filed with the Securities and Exchange Commission on September 8, 2021. As filed with the Securities and Exchange Commission on September 8, 2021. Registration No. 333-259098 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENDURANCE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation |
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| September 9, 2021 |
Form of Private Warrants Purchase Agreement between the Registrant and Cantor Fitzgerald & Co. Exhibit 10.10 PRIVATE WARRANTS PURCHASE AGREEMENT THIS PRIVATE WARRANTS PURCHASE AGREEMENT, dated as of [?], 2021 (this ?Agreement?), is entered into by and between Endurance Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Cantor Fitzgerald & Co. (the ?Purchaser?). WHEREAS, the Company intends to consummate an initial public offering of the Company?s units (the ?Public Of |
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| September 9, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”) and the undersigned parties li |
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| September 8, 2021 |
250 West 55th Street New York, NY 10019-9601 Telephone: 212.468.8000 Facsimile: 212.468.7900 www.mofo.com morrison & foerster llp beijing, berlin, boston, brussels, denver, hong kong, london, los angeles, new york, palo alto, san diego, san francisco, shanghai, singapore, tokyo, washington, d.c. September 8, 2021 BY EDGAR Joyce Sweeney and Kathleen Collins Division of Corporation Finance United St |
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| September 2, 2021 |
United States securities and exchange commission logo September 2, 2021 Richard Davis Chief Executive Officer Endurance Acquisition Corp. |
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| August 27, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1 (File No. 33 |
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| August 27, 2021 |
Promissory Note, dated April 26, 2021, issued to Endurance Antarctica Partners, LLC Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| August 27, 2021 |
Power of Attorney (included on signature page to the initial filing of this Registration Statement) As filed with the Securities and Exchange Commission on August 26, 2021. Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ENDURANCE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 6770 |
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| August 27, 2021 |
Specimen Class A Ordinary Share Certificate Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES ENDURANCE ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G3041W 107 This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF ENDURANCE ACQUISITION CORP. (THE “COMPANY”) sub |
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| August 27, 2021 |
Exhibit 10.8 Endurance Acquisition Corp. 630 Fifth Avenue, 20th Floor New York, NY 10111 [ ], 2021 Antarctica Data Partners, LLC 630 Fifth Avenue, 20th Floor New York, NY 10111 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Antarctica Data Partners, LLC, a Delaware l |
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| August 27, 2021 |
Exhibit 10.5 Endurance Acquisition Corp. 71 Fort Street, George Town, Grand Cayman KY1-1106, Cayman Islands April 26, 2021 Endurance Antarctica Partners, LLC 71 Fort Street George Town Grand Cayman KY1-1106 Cayman Islands RE: Securities Subscription Agreement Ladies and Gentlemen: Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the |
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| August 27, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders EX-10.4 12 tm2119472d3ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned |
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| August 27, 2021 |
Exhibit 10.9 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and among (i) Endurance Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), (ii) Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the “Sponsor”), and (iii) the investors listed on the signature pages hereto (“Investor”). This Agreement may be ex |
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| August 27, 2021 |
Memorandum and Articles of Association Exhibit 3.1 THE COMPANIES Act (As revised) of the cayman islands company limited by shares MEMORANDUM AND ARTICLES OF ASSOCIATION OF Endurance Acquisition Corp. i THE COMPANIES Act (as revised) of the cayman islands company limIted by shares MEMORANDUM OF ASSOCIATION of ENDURANCE ACQUISITION CORP. 1. The name of the Company is Endurance Acquisition Corp. 2. The registered office of the Company wil |
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| August 27, 2021 |
Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR Endurance Acquisition Corp. CERTAIN DEFINITIONS CUSIP G3041W 123 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordi |
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| August 27, 2021 |
Exhibit 10.6 SPONSOR WARRANTS PURCHASE AGREEMENT THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [?], 2021 (this ?Agreement?), is entered into by and between Endurance Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the ?Purchaser?). WHEREAS, the Company intends to consummate an initial |
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| August 27, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant Exhibit 4.4 WARRANT AGREEMENT between ENDURANCE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referre |
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| August 27, 2021 |
Form of Code of Ethics and Business Conduct EX-14 18 tm2119472d3ex14.htm EXHIBIT 14 Exhibit 14 CODE OF BUSINESS CONDUCT AND ETHICS OF ENDURANCE ACQUISITION CORP. ADOPTED ON [●], 2021 1. Introduction The Board of Directors (the “Board”) of Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board and which is ap |
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| August 27, 2021 |
Exhibit 10.2 Endurance Acquisition Corp. 630 Fifth Avenue, 20th Floor New York, NY 10111 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cant |
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| August 27, 2021 |
Consent of Gary D. Begeman, Director Nominee Exhibit 99.1 Consent of Gary D. Begeman In connection with the filing by Endurance Acquisition Corp. (the ?Company?) of its Registration Statement (the ?Registration Statement?) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the |
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| August 27, 2021 |
Consent of Henry E. Dubois, Director Nominee Exhibit 99.2 Consent of Henry Dubois In connection with the filing by Endurance Acquisition Corp. (the ?Company?) of its Registration Statement (the ?Registration Statement?) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the boa |
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| August 27, 2021 |
Consent of Michael Leitner, Director Nominee Exhibit 99.3 Consent of Michael Leitner In connection with the filing by Endurance Acquisition Corp. (the ?Company?) of its Registration Statement (the ?Registration Statement?) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the |
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| August 27, 2021 |
Form of Amended and Restated Memorandum and Articles of Association Exhibit 3.2 THE COMPANIES Act (As revised) of the cayman islands company limited by shares Amended and Restated MEMORANDUM AND ARTICLES OF ASSOCIATION OF endurance ACQUISITION CORP. (Adopted by Special Resolution dated [ ] 2021) i THE COMPANIES Act (as revised) of the cayman islands company limIted by shares Amended and Restated MEMORANDUM OF ASSOCIATION of ENDURANCE ACQUISITION CORP. (Adopted by |
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| August 27, 2021 |
Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021 by and between Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself t |
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| June 11, 2021 |
As submitted confidentially with the Securities and Exchange Commission on June 11, 2021. |