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 File Number) |
98-1599901 (IRS Employer Identification No.) |
|
630 Fifth Avenue, 20th Floor New York, NY (Address of principal executive offices) |
10111 (Zip Code) |
Registrant’s telephone number, including area code: (646) 585-8975
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-half of one redeemable Warrant | EDNCU | The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share | EDNC | The Nasdaq Stock Market LLC |
| Warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 per share | EDNCW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, 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 13(a) of the Exchange Act. ¨
| Item 8.01. | Other Events. |
On November 4, 2021, Endurance Acquisition Corp. (the “Company”) announced that the holders of the Company’s units sold in the Company’s initial public offering (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), and redeemable warrants included in the Units commencing on November 5, 2021. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant to purchase one Class A ordinary share. Any Units not separated will continue to trade on the Nasdaq Stock Market LLC (the “Nasdaq”) under the symbol “EDNCU.” Any underlying Class A ordinary shares and redeemable warrants that are separated will trade on the Nasdaq under the symbols “EDNC” and “EDNCW,” respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate such holders’ Units into Class A ordinary shares and redeemable warrants.
This report may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this report are forward-looking statements. When used in this report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (the “SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous risks, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s prospectus relating to the Company’s initial public offering filed with the SEC on September 17, 2021. Copies of such filings are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this report, except as required by law.
A copy of the press release issued by the Company on November 4, 2021 announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description |
| 99.1 | Endurance Acquisition Corp. Press Release dated November 4, 2021 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Endurance Acquisition Corp. | ||
| Dated: November 4, 2021 | By: | /s/ Richard C. Davis |
| Richard C. Davis | ||
| Chief Executive Officer | ||
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 may elect to separately trade the Class A ordinary shares and redeemable warrants included in the Units commencing on November 5, 2021. Each unit consists of one Class A ordinary share of the Company and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.
Those units not separated will continue to trade on the Nasdaq Capital Market under the symbol “EDNCU,” and the Class A ordinary shares and warrants that are separated will trade on the Nasdaq Capital Market under the symbols “EDNC” and “EDNCW,” respectively.
Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, to separate the units into Class A ordinary shares and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
The offering was made only by means of a prospectus, copies of which may be obtained from Cantor Fitzgerald & Co., Attn: Capital Markets, 499 Park Avenue, 5th Floor New York, New York 10022, Email: prospectus@cantor.com.
The registration statement relating to the securities became effective on September 14, 2021.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Endurance Acquisition Corp.
Endurance Acquisition Corp. is a 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 similar business combination with one or more businesses or assets. The Company intends to focus its search for a target business operating in data infrastructure and analytics, with a primary focus on space and wireless industries and related technology and services, or “space-based tech” businesses. The Company plans to leverage its management team’s, directors’, advisors’ and sponsor’s extensive experience across its target sectors to seek to identify attractive initial business combination opportunities.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements.” All statements other than statements of historical fact included in this press release are forward-looking statements. Forward-looking statements are subject to numerous risks, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s final prospectus relating to its initial public offering filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 16, 2021. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Investor Contact:
Endurance Acquisition Corp.
info@enduranceacquisition.com
Media Relations:
ICR
Brian.Ruby@icrinc.com