Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On January 13, 2023,
Paul J. Zepf, Pano Anthos, Andrew Cook, James McCann and Jay Ripley tendered their resignations as directors of the Company. Additionally,
Paul J. Zepf and David Apseloff resigned as officers of the Company. There was no known disagreement with any of our outgoing directors
or officers on any matter relating to the Company’s operations, policies or practices.
Also on January 13, 2023,
Chandra R. Patel was appointed Chief Executive Officer and Chairman of the board, Richard C. Davis was appointed President, Jarett Goldman
was appointed Chief Financial Officer and Graeme Shaw was appointed Chief Technology Officer.
The following sets forth
certain information concerning each new director and officer’s past employment history, directorships held in public companies,
if any, and for directors, their qualifications for service on the Company’s board.
Chandra
R. Patel is the founder of Antarctica Capital and has served as the managing partner of Antarctica Capital since 2010. Antarctica
Capital is an international private equity firm headquartered in New York with offices in the UK and India. Mr. Patel is responsible
for Antarctica Capital’s strategic direction and core relationships and leads the firm’s key expansion initiatives. He developed
the real assets business for Antarctica Capital and its SIGA®, SARO® and SEREY™ investment strategies. Mr. Patel
co-founded Antarctica Capital’s private equity business and raised its first real estate fund. Mr. Patel served as the chairman
of the board of directors of Endurance Acquisition Corp. (“Endurance”)
from April 2021 until the completion of its business combination with SatixFy Communications Ltd. (“SatixFy”)
in October 2022. Previously, he invested in a portfolio of companies in technology and healthcare, and he was involved in a number of
cross-border transactions and policy initiatives. Mr. Patel also founded and held senior management positions at a variety of technology
and information services companies and was an associate at a leading New York law firm. He sits on the boards of Weddell Re and EarthDaily
Analytics Corp. Mr. Patel graduated from the University of Kansas (Bachelors of Arts), Summa Cum Laude, London School of Economics
(Master of Science), and Boston College (Juris Doctor). We believe that Mr. Patel is well qualified to serve on our board
due to his extensive experience in private equity transactions and as the founder and managing partner of Antarctica Capital.
Richard
C. Davis is a highly experienced executive with over 25 years of experience in corporate finance, private equity and
the space industry. Mr. Davis has served as a member of the board of SatixFy since October 2022. Prior to that, he served as the chief
executive officer and a member of the board of directors of Endurance from April 2021 until the completion of its business combination
with SatixFy in October 2022. Since March 2021, he has served as a managing director of ADP. He is also a founder and managing member
of ArgoSat Advisors, a premier global advisory firm focused on the space industry that was founded in 2009. As part of his duties with
ArgoSat, Mr. Davis sits on the board of Sky and Space Corporation. Prior to ArgoSat, Mr. Davis was president, and later interim-CFO,
for ProtoStar, a communications satellite operator which raised over $500 million and launched two DTH satellites over Asia. Earlier
in his career, Mr. Davis was a private equity investor Principal at VantagePoint Venture Partners, a private equity and venture capital
firm with $4 billion of assets under management. His focus was on media/telecom as well as semiconductors/semiconductor capital equipment.
Before that he was a vice president and founding member of the Lehman Brothers Communication Fund which was an $800 million private
equity fund focused on communications infrastructure investments. In these roles, Mr. Davis was involved in equity and debt investments,
asset acquisitions and dispositions and mergers and other business combinations or spin-offs for approximately two dozen companies in
various investment lifecycle stages. Mr. Davis started his corporate finance career as an associate at Salomon Brothers. Mr. Davis
was formerly an instructor pilot in the United States Air Force. He received his B.S. in Astrophysics (cum laude) from the University
of Minnesota, and his MBA from the University of Virginia.
Jarett
Goldman is an experienced investment professional with 15+ years of global experience in corporate finance, principal investing,
and capital markets. Mr. Goldman is currently a director at Antarctica Capital and is responsible for transaction execution, asset management
and business development within the firm’s digital infrastructure and real assets-focused
investment strategies. He possesses experience across capital markets, investment, and business development roles with a recent focus
on digital, transportation, and space infrastructure. Prior to his role at Antarctica Capital, Mr. Goldman held a number of positions
at Citi in New York and Hong Kong. In his last position he served as a vice president and regional product head for Citi’s Issuer Services
business in Asia Pacific, with full P&L responsibility over 18 countries and oversight over strategy, product development, transaction
structuring, marketing, operations, technology and financial management. Mr. Goldman holds a Bachelor of Science in Policy Analysis and
Management and Mandarin Chinese from Cornell University and a Master of Business Administration from Columbia Business School.
Graeme
Shaw is an innovative, respected technologist and business strategist with over two decades of progressive experience in the aerospace
and telecommunications industries. An expert in satellite engineering, telecommunications and business development, Dr. Shaw has
extensive global experience in conceiving, designing, selling, buying, financing, managing,
monitoring and operating satellite and technology projects. Mr. Shaw served as the chief technology officer of Endurance from September 2021
until the completion of its business combination with SatixFy in October 2022. Since March 2021, he has served as a managing director
of ADP. He is also a founder and managing member of ArgoSat Advisors, a premier global advisory firm focused on the space industry that
was founded in 2009. As part of his duties with ArgoSat, Dr. Shaw supports clients in leading the design, development, procurement
and management of many new satellite projects and financings. He acts as technical advisor to financial sector clients to provide due
diligence on multibillion-dollar investments or M&A transactions. Prior to ArgoSat, Dr. Shaw served as senior director of business
development for Orbital Sciences Corporation where he led the Asia Pacific sales activities. Dr. Shaw has ScD and SM degrees in Aeronautics/Astronautics
from the Massachusetts Institute of Technology and a BEng degree from Imperial College, London.
Messrs.
Patel, Davis, Goldman and Shaw will not be compensated by the Company for their service as officers or directors.
In
connection with their appointment as officers, Messrs. Patel, Davis, Goldman and Shaw are entering into a standard form of indemnity
agreement for officers and a joinder agreement to the Letter Agreement to be bound by the same provisions applicable to Insiders (as such
term is defined in the Letter Agreement).
Committee
Appointments
The Company already has
an audit committee, compensation committee, and nominating and corporate governance committee. Each of these committees are comprised
entirely of independent directors and acts under written charters, which more specifically sets forth their responsibilities and duties,
as well as requirements for each committee’s composition and meetings. The charter of each of the committees, is available on the
SEC’s website at sec.gov.
As
a result of recent departures from the board, each of the audit committee, compensation committee, and nominating and corporate
governance committee currently consists of the following members:
| ● | Audit
Committee: Gary DiCamillo as Chairman; Claudia
Hollingsworth and William Kerr as members. |
| | |
| ● | Compensation
Committee: William Kerr as
Chairman; Claudia Hollingsworth as member. |
| | |
| ● | Nominating
and Corporate Governance Committee: William
Kerr as Chairman; Claudia Hollingsworth as member. |
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
January 11, 2023, the Company held the Extension Meeting to amend the Company’s amended and restated memorandum and articles of
association (the “Articles Amendment”) to extend the date (the “Termination Date”) by which the
Company has to consummate a business combination from January 14, 2023 (the “Original
Termination Date”) to April 14, 2023 (the “Articles Extension Date”) and to allow the Company, without another
shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to nine times
by an additional one month each time after the Articles Extension Date, by resolution of the Company’s board of directors if requested
by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until January 14, 2024, or a total
of up to twelve months after the Original Termination Date, unless the closing of the Company’s initial business combination shall
have occurred prior to such date (the “Extension Amendment Proposal”). The shareholders of the Company approved the Extension
Amendment Proposal at the Extension Meeting and on January 13, 2023, the Company filed the Articles Amendment with the Registrar
of Companies of the Cayman Islands.
The
foregoing description is qualified in its entirety by reference to the Articles Amendment, a copy of which is attached as Exhibit
3.1 hereto and is incorporated by reference herein.
Item 5.07
Submission of Matters to a Vote of Security Holders.
On
January 11, 2023, the Company held the Extension Meeting to approve the Extension Amendment Proposal, a proposal to approve the Letter
Agreement Amendment (the “Insider Letter Amendment Proposal”) and a proposal to allow the adjournment of the Extension
Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at
the time of the Extension Meeting, there were insufficient ordinary shares of the Company represented (either in person or by proxy) to
approve the Extension Amendment Proposal or the Insider Letter Amendment Proposal (the “Adjournment Proposal”), each
as more fully described in the Proxy Statement. As there were sufficient votes to approve the Extension Amendment Proposal and
the Insider Letter Amendment Proposal, the Adjournment Proposal was not presented to shareholders.
Holders
of 30,323,994 ordinary shares of the Company held of record as of December 16, 2022, the record date for the Extension Meeting, were present
in person or by proxy at the meeting, representing approximately 80.86% of the voting power of the Company’s ordinary shares as
of the record date for the Extension Meeting, and constituting a quorum for the transaction of business.
The
voting results for the proposals were as follows:
The
Extension Amendment Proposal
| For |
|
Against |
|
Abstain |
| 29,591,556 |
|
732,438 |
|
0 |
The Insider Letter
Amendment Proposal
| For |
|
Against |
|
Abstain |
| 28,584,335 |
|
727,385 |
|
1,012,274 |
In connection with the vote to
approve the Extension Amendment Proposal, the holders of 26,068,281 Class A ordinary shares, par value $0.0001 per share, of
the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.167 per share,
for an aggregate redemption amount of approximately $265,050,166.