Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 240.13d-2
SATIXFY COMMUNICATIONS LTD.
(Name of Issuer)
Ordinary Share, $0.0001 no par value per share
(Title of Class of Securities)
M82363124
(CUSIP Number)
October 26, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No. M82363124
1
NAME OF REPORTING PERSON
Atalaya Capital Management LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5
SOLE VOTING POWER
4,397,607 (1)
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
4,397,607 (1)
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,397,607 (1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%
12
TYPE OF REPORTING PERSON*
PN
(1) Consists of 3,685,000 ordinary shares owned by ACM ARRT G LLC ("ACM ARRT"),
183,554 ordinary shares and warrants exercisable for 91,777 ordinary shares
owned by ACM ASOF VII (Cayman) Holdco LP ("ASOF"), 130,830 ordinary shares and
warrants exercisable for 65,415 ordinary shares owned by Atalaya Special
Purpose Investment Fund II LP ("ASPIF II"), warrants exercisable for 183,456
ordinary shares owned by ACM Alamosa (Cayman) Holdco LP ("Alamosa"), and
warrants exercisable for 57,575 ordinary shares owned by ACM Alameda Special
Purpose Investment Fund II LP ("Alameda"). Atalaya Capital Management LP
("ACM") has the power to vote and direct the disposition of all ordinary
shares held by ACM ARRT, ASOF, ASPIF II, Alamosa, and Alameda, and as a
result, may be deemed to beneficially own the securities held by each of
ACM ARRT, ASOF, ASPIF II, Alamosa, and Alameda.
1
NAME OF REPORTING PERSON
ACM ARRT G LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5
SOLE VOTING POWER
3,685,000
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
3,685,000
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,685,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.74?%
12
TYPE OF REPORTING PERSON*
OO
CUSIP No. M82363124
Explanatory Note
Item 1.
(a)
Name of Issuer: SatixFy Communications Ltd.
(b)
Address of Issuer's Principal Executive Offices:
12 Hamada St., Rehovot 670315, Israel
Item 2.
(a)
Name of Person Filing:
This statement is filed by:
(i) Atalaya Capital Management LP
(ii) ACM ARRT G LLC
(b) Address of Principal Business Office or if none, Residence:
One Rockefeller Plaza, 32nd Floor
New York, NY 10020
(c)
Citizenship:
Atalaya Capital Management LP - Delaware
ACM ARRT G LLC - Delaware
(d)
Title of Class of Securities: Ordinary Shares, no par value
(e)
CUSIP Number: M82363124
Item 3.
Not Applicable
Item
4. Ownership.
(a) Amount Beneficially Owned:
Atalaya Capital Management LP - 4,397,607. Consists of 3,685,000 ordinary
shares owned by ACM ARRT, 183,554 ordinary shares and warrants exercisable
for 91,777 ordinary shares owned by ASOF, 130,830 ordinary shares and
warrants exercisable for 65,415 ordinary shares owned by ASPIF II, warrants
exercisable for 183,456 ordinary shares owned by Alamosa, and warrants
exercisable for 57,575 ordinary shares owned by Alameda. ACM has the power
to vote and direct the disposition of all ordinary shares held by ACM ARRT,
ASOF, ASPIF II, Alamosa, and Alameda, and as a result, may be deemed to
beneficially own the securities held by each of ACM ARRT, ASOF, ASPIF II,
Alamosa, and Alameda.
ACM ARRT G LLC - 3,685,000
CUSIP No. M82363124
(b)
Percent of Class:
Atalaya Capital Management LP - 17.6%
ACM ARRT G LLC - 14.74?%
The foregoing percentages are based on 25,000,000 ordinary shares of
common stock outstanding as of September 30, 2022.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
Atalaya Capital Management LP - 4,397,607. Consists of 3,685,000 ordinary
shares owned by ACM ARRT, 183,554 ordinary shares and warrants exercisable
for 91,777 ordinary shares owned by ASOF, 130,830 ordinary shares and
warrants exercisable for 65,415 ordinary shares owned by ASPIF II, warrants
exercisable for 183,456 ordinary shares owned by Alamosa, and warrants
exercisable for 57,575 ordinary shares owned by Alameda. ACM has the power
to vote and direct the disposition of all ordinary shares held by ACM ARRT,
ASOF, ASPIF II, Alamosa, and Alameda, and as a result, may be deemed to
beneficially own the securities held by each of ACM ARRT, ASOF, ASPIF II,
Alamosa, and Alameda.
ACM ARRT G LLC - 3,685,000
(ii)
shared power to vote or to direct the vote:
Atalaya Capital Management LP - 0.
ACM ARRT G LLC - 0
(iii) sole power to dispose or to direct the disposition of:
Atalaya Capital Management LP- ??4,397,607?. Consists of 3,685,000 ordinary
shares owned by ACM ARRT, 183,554 ordinary shares and warrants exercisable
for 91,777 ordinary shares owned by ASOF, 130,830 ordinary shares and
warrants exercisable for 65,415 ordinary shares owned by ASPIF II, warrants
exercisable for 183,456 ordinary shares owned by Alamosa, and warrants
exercisable for 57,575 ordinary shares owned by Alameda. ACM has the power
to vote and direct the disposition of all ordinary shares held by ACM ARRT,
ASOF, ASPIF II, Alamosa, and Alameda, and as a result, may be deemed to
beneficially own the securities held by each of ACM ARRT, ASOF, ASPIF II,
Alamosa, and Alameda.
ACM ARRT G LLC - 3,685,000
(iv) shared power to dispose or to direct the disposition of:
Atalaya Capital Management LP - 0.
ACM ARRT G LLC - 0
CUSIP No. M82363124
Item 5.
Ownership of Five Percent or Less of a Class: Not Applicable
Item 6.
Ownership of More than Five Percent on Behalf of Another Person: Not Applicable
Item 7.
Identification and Classification of Subsidiary Which Acquired the Securities:
Not Applicable
Item 8.
Identification and Classification of Members of the Group: Not Applicable
Item 9.
Notice of Dissolution of Group: Not Applicable
Item 10.
Certifications: By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect, other than activities solely in connection with a
nomination under 240.14a-11.
CUSIP No. M82363124
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
November 3, 2020
ATALAYA CAPITAL MANAGEMENT LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
ACM ARRT G LLC
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other
than an executive officer or general partner of the filing person,
evidence of the representative's authority to sign on behalf of such
person shall be filed with the statement, Provided, however, That a
power of attorney for this purpose which is already on file with the
Commission may be incorporated by reference. The name and any title of
each person who signs the statement shall be typed or printed beneath
his signature.
CUSIP No. M82363124
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 any and all amendments
thereto) with respect to the ordinary shares, no par value, of SatixFy
Communications Ltd., an Israeli company, and further agree that this Joint
Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for
the timely filing of such Statement on Schedule 13G and any amendments
thereto, and for the accuracy and completeness of the information concerning
such party contained therein; provided, however, that no party is responsible
for the accuracy or completeness of the information concerning any other party,
unless such party knows or has reason to believe that such information is
inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect
as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this agreement as of
November 3, 2022.
ATALAYA CAPITAL MANAGEMENT LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
ACM ARRT G LLC
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory