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 24~~August 6, 2021

Loral Space & Communications Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	1-14180	87-0748324
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
600 Fifth Avenue, New York, NY		10020
(Address of Principal Executive Offices)		(Zip Code)


Delaware	1-14180	87-0748324
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

600 Fifth Avenue, New York, NY		10020
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 697-1105

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 (see General Instructions A.2. below):

~~x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~

¨☒ ~~Soliciting~~Written ~~material~~communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

~~¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~

¨☐ ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

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~~Pre-commencement ~~company ¨~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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. ¨

☐	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 Symbol(s) Name of each exchange on which registered Voting Common Stock LORL Nasdaq Global Select Market Preferred Stock Purchase Rights True Nasdaq Global Select Market~~

~~Item~~Title ~~1.01~~of ~~Entry~~each ~~into~~class aTrading ~~Material~~Symbol(s) ~~Definitive~~Name ~~Agreement~~of each exchange on which registered Voting Common Stock LORL Nasdaq Global Select Market Preferred Stock Purchase Rights Nasdaq Global Select Market

~~Amendment No. 1 to Transaction Agreement~~

On June 24, 2021, pursuant to Section 12.8 of the Transaction Agreement (defined below), Loral Space & Communications Inc. (“Loral”), with the approval of the special committee of the board of directors of Loral, entered into Amendment No. 1 to the Integration Agreement (“Amendment No. 1”) with the parties thereto, that replaced all references to Colin Watson in the Transaction Agreement and Plan of Merger (as it may be amended from time to time, the “Transaction Agreement”), dated as of November 23, 2020, by and among Telesat Canada (“Telesat”), Telesat Corporation (“Telesat Corporation”), Telesat Partnership LP (“Telesat Partnership”), Telesat CanHoldco Corporation, Loral, Lion Combination Sub Corporation, Public Sector Pension Investment Board (“PSP Investments”), Red Isle Private Investments Inc. and certain funds managed by MHR Fund Management LLC, with references to Clare Copeland, the transferee of the Transit Director Voting Preferred Shares (as defined in the Transaction Agreement) formerly held by the estate of Colin Watson.

The foregoing description of Amendment No. 1 is not complete and is qualified in its entirety by reference to Amendment No. 1, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

~~On June~~Item 8.01 Other 24, 2021, Clare Copeland and the other parties thereto entered into a joinder and amendment to the contribution and exchange agreement pursuant to which Clare Copeland became a party to the Voting Director Contribution AgreementEvents.

Loral Space & Communications Inc. (“Loral”) has been informed by Telesat Canada (“Telesat”) of recent developments regarding the possibility of a financing transaction for the development of Telesat Lightspeed, Telesat’s low-earth-orbit satellite system (the “Potential Financing Transaction”). The ~~Agreement~~Potential ~~Consent~~Financing Transaction, if consummated, would occur following the pending Transaction described in Loral’s proxy statement dated June 30, 2021 (the “Proxy Statement”).

On June 24, 2021, pursuant to Section 12.8 of the Transaction Agreement, Loral (with the approval of the special committee of the board of directors of Loral) and PSP Investments entered into a consent letter agreement (the “Consent Letter Agreement”) with and at the request of Telesat granting a limited waiver of Telesat Corporation’s obligations under Section 8.8(b) of the Transaction Agreement such that (a) Telesat Corporation or any of its subsidiaries may propose the issuance or sale of shares of capital stock or other equity interests of Telesat Corporation or any of its subsidiaries in connection with any private investment the purpose of which is to finance Telesat Lightspeed and (b) Telesat Corporation may privately propose the issuance or sale of shares of capital stock or other equity interests of Telesat Corporation in connection with an underwritten public offering to potential underwriters, applicable regulators and to Loral and PSP Investments, and may furnish a registration statement on Form F-1 and amendments thereto on a confidential basis to the Securities and Exchange Commission (“SEC”) and deliver corresponding documents to applicable Canadian securities regulators in connection with an underwritten offering of securities; provided that Telesat Corporation does not publicly file such registration statement or publicly announce its intention to conduct such offering (except to generally disclose its intention to conduct such an offering pursuant to disclosure to be included in Telesat Corporation’s and Telesat Partnership’s registration statement on Form F-4 filed with the SEC and reasonably acceptable to Loral and PSP Investments); provided, in each case, that such consent does not extend to the authorization or issuance of such shares of capital stock or other equity interests.

The ~~foregoing~~Special ~~description~~Meeting of ~~the~~Loral ~~Consent~~Stockholders ~~Letter~~at ~~Agreement~~which isstockholders ~~not~~will ~~complete and~~be isasked ~~qualified~~to invote ~~its~~on ~~entirety~~the byTransaction ~~reference~~is scheduled to be held on August 9, 2021, at 10:00 a.m. eastern time. In light of the ~~Consent~~Potential ~~Letter~~Financing ~~Agreement~~Transaction, ~~which~~the isSpecial ~~filed~~Meeting will be convened as ~~Exhibit~~scheduled, ~~2.2~~but ~~hereto~~will be immediately adjourned without conducting any other business in order to provide stockholders with the opportunity to receive and consider additional information that is ~~incorporated herein~~anticipated byto ~~reference~~be disclosed with respect to the Potential Financing Transaction before voting on the Transaction.

~~Item~~The ~~9.01~~Special ~~Financial~~Meeting ~~Statements~~will be reconvened and ~~Exhibits~~held virtually on Monday, August 23, 2021, at 10:00 a.m. eastern time. Ample time should be allowed for the check-in procedures. The record date of the Special Meeting, June 10, 2021, remains unchanged.

~~(d) Exhibits~~

~~2.1~~As ~~Amendment~~of ~~No.~~the 1close toof ~~Integration~~business ~~Agreement~~on Friday, ~~dated~~August ~~as of June 24~~6, 2021, byLoral ~~and~~had ~~among~~received ~~Telesat~~sufficient ~~Canada,~~proxies ~~Telesat~~to ~~Corporation,~~adopt ~~Telesat~~each ~~Partnership~~of ~~LP,~~the ~~Telesat~~three ~~CanHoldco~~proposals ~~Corporation,~~being submitted to the Loral ~~Space~~stockholders &for ~~Communications~~their ~~Inc.,~~approval ~~Lion~~at ~~Combination~~the ~~Sub~~Special ~~Corporation~~Meeting, ~~Public~~including ~~Sector~~receipt ~~Pension~~of ~~Investment~~the ~~Board,~~Disinterested ~~Red~~Stockholder ~~Isle~~Vote ~~Private~~approving ~~Investments~~the ~~Inc~~Transaction Proposal (as such terms are defined in the Proxy Statement”). There ~~and~~can ~~certain~~be ~~funds~~no ~~managed~~assurances bythat ~~MHR~~such ~~Fund~~proxies ~~Management~~will ~~LLC~~not ~~(incorporated~~be byrevoked ~~reference~~or ~~from~~that ~~Annex~~the Svoting totals will not change at or prior to the reconvening of the ~~registration~~adjourned ~~statement~~Special onMeeting. Loral ~~Form~~does ~~F-4/A~~not ~~filed~~intend to provide updated voting results prior to the reconvening of the adjourned Special Meeting. Stockholders who have previously cast their votes do not need to vote again. Stockholders may also revoke their proxies or change their votes by ~~Telesat~~following ~~Corporation~~the ~~and~~procedures ~~Telesat~~described ~~Partnership~~in the Proxy Statement. Stockholders who have not yet voted are encouraged to submit their proxies prior to the date on ~~June~~which ~~24,~~the ~~2021)~~Special Meeting is reconvened. Stockholders will also be able to vote their shares electronically during the reconvened Special Meeting.

2.2 Consent Letter Agreement, dated as of June 24, 2021, by and among Loral Space & Communications Inc., Public Sector Pension Investment Board and Telesat Canada (incorporated by reference from Annex U of the registration statement on Form F-4/A filed by Telesat Corporation and Telesat Partnership on June 24, 2021)

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. When used in this report, the words “believes,” “expects,” “plans,” “may,” “will,” “would,” “could,” “should,” “anticipates,” “estimates,” “project,” “intend” or “outlook” or other variations of these words or other similar expressions are intended to identify forward-looking statements and information. In addition, Loral or its representatives have made or may make forward-looking statements, orally or in writing, which may be included in, but are not limited to, various filings made from time to time with the SEC, and press releases or oral statements made with the approval of an authorized executive officer of Loral. Actual results may differ materially from anticipated results as a result of certain risks and uncertainties which are described as “Risk Factors” in Loral’s current Annual Report on Form 10-K and in Loral’s Quarterly Reports on Form 10-Q. The reader is specifically referred to these documents, as well as Loral’s other filings with the SEC. Risks and uncertainties include but are not limited to (1) risks associated with financial factors, including swings in the global financial markets, increases in interest rates and access to capital; (2) risks associated with satellite services, including dependence on large customers, launch delays and failures, in-orbit failures and competition; (3) risks and uncertainties associated with Telesat Lightspeed, including overcoming technological challenges, access to spectrum and markets, governmental restrictions or regulations to address environmental concerns, raising sufficient capital to design and implement the system and competition from other low earth orbit systems; (4) regulatory risks, such as the effect of industry and government regulations that affect Telesat; (5) risks related to the satisfaction of the conditions to closing the previously disclosed integration transaction (the “Integration Transaction”) contemplated by the Transaction Agreement with PSP Investments and Telesat in the anticipated timeframe or at all, including the failure to obtain necessary regulatory and stockholder approvals; (6) risks relating to the inability or failure to realize the anticipated benefits of the Integration Transaction; (7) risks of disruption from the Integration Transaction making it more difficult to maintain business and operational relationships; (8) risks relating to the incurrence of significant transaction costs and unknown liabilities, including litigation or regulatory actions related to the Integration Transaction; and (9) other risks, including risks relating to and resulting from the COVID-19 pandemic. The foregoing list of important factors is not exclusive. Furthermore, each of Telesat and Loral operate in an industry sector where securities values may be volatile and may be influenced by economic and other factors beyond Telesat’s or Loral’s control.

~~Additional~~This ~~Information~~report contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. When used in this report, the words “believes,” “expects,” “plans,” “may,” “will,” “would,” “could,” “should,” “anticipates,” “estimates,” “project,” “intend” or “outlook” or other variations of these words or other similar expressions are intended to identify forward-looking statements and ~~Where~~information. In addition, Loral or its representatives have made or may make forward-looking statements, orally or in writing, which may be included in, but are not limited to, ~~Find~~various Itfilings made from time to time with the Securities and Exchange Commission (“SEC”), and press releases or oral statements made with the approval of an authorized executive officer of Loral. Actual results may differ materially from anticipated results as a result of certain risks and uncertainties which are described as “Risk Factors” in Loral’s current Annual Report on Form 10-K and in Loral’s Quarterly Reports on Form 10-Q. The reader is specifically referred to these documents, as well as Loral’s other filings with the SEC. Risks and uncertainties include but are not limited to (1) risks associated with financial factors, including swings in the global financial markets, increases in interest rates and access to capital; (2) risks associated with satellite services, including dependence on large customers, launch delays and failures, in-orbit failures and competition; (3) risks and uncertainties associated with Telesat Lightspeed, including overcoming technological challenges, access to spectrum and markets, governmental restrictions or regulations to address environmental concerns, raising sufficient capital to design and implement the system and competition from other low-earth-orbit systems; (4) regulatory risks, such as the effect of industry and government regulations that affect Telesat; (5) risks related to the satisfaction of the conditions to closing the previously disclosed integration transaction (the “Transaction”) contemplated by the Transaction Agreement with Public Sector Pension Investment Board and Telesat in the anticipated timeframe or at all, including the failure to obtain necessary regulatory and stockholder approvals; (6) risks relating to the inability or failure to realize the anticipated benefits of the Transaction; (7) risks of disruption from the Transaction making it more difficult to maintain business and operational relationships; (8) risks relating to the incurrence of significant transaction costs and unknown liabilities, including litigation or regulatory actions related to the Transaction; and (9) other risks, including risks relating to and resulting from the COVID-19 pandemic. The foregoing list of important factors is not exclusive. Furthermore, each of Telesat and Loral operate in an industry sector where securities values may be volatile and may be influenced by economic and other factors beyond Telesat’s or Loral’s control. These risks, as well as other risks associated with Loral, Telesat

~~This report~~Corporation ~~does~~(“Telesat ~~not constitute an offer to sell or the solicitation of an offer to buy any securities~~Corporation”), orTelesat aPartnership solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdictionL.P. In(“Telesat ~~connection~~Partnership”) ~~with~~and the ~~Integration~~ Transaction, ~~Telesat~~are ~~Corporation and~~also ~~Telesat~~more ~~Partnership~~fully ~~have~~discussed ~~filed~~in ~~with~~ the ~~SEC~~Registration aStatement ~~registration statement~~ on Form F-4, ~~that~~as amended, which includes a ~~preliminary~~ proxy statement/prospectus of ~~Loral.~~(as ~~When declared effective~~amended, ~~Loral will file with~~ the ~~SEC~~“Form ~~and~~F-4”), ~~mail~~which awas ~~definitive~~first ~~proxy~~publicly ~~statement/prospectus~~filed ~~to Loral stockholders in connection~~ with the ~~special~~SEC ~~meeting~~by ofTelesat ~~Loral~~Corporation ~~stockholders to consider~~ and ~~approve~~Telesat ~~the~~Partnership ~~Integration~~on ~~Transaction.~~April ~~The~~26, ~~proxy~~2021 ~~statement/prospectus will~~and ~~also~~declared beeffective ~~filed~~by ~~with~~ the ~~applicable~~SEC ~~Canadian~~on ~~securities~~June ~~regulators.~~30, ~~WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE~~2021, ~~BECAUSE~~a ~~THEY~~definitive ~~WILL~~proxy ~~CONTAIN IMPORTANT INFORMATION ABOUT LORAL~~statement, ~~TELESAT,~~which ~~TELESAT CORPORATION,~~was ~~TELESAT~~filed ~~PARTNERHSIP~~by ~~AND~~Loral ~~THE INTEGRATION TRANSACTION. Investors and security holders are able to obtain these materials and other documents filed~~ with the SEC ~~and~~on ~~the~~June ~~Canadian securities regulators free of charge at the SEC’s website~~30, ~~www.sec.gov~~2021 ~~and at~~ (the ~~System~~“Proxy ~~for Electronic Document Analysis and Retrieval (SEDAR~~Statement”) ~~at www.sedar.com. In addition~~, aand ~~copy of~~ the ~~proxy statement/~~prospectus ~~(when it becomes available) may be obtained free of charge from Telesat’s internet website for investors www.telesat.com/investor-relations~~, or ~~from~~which ~~Loral’s~~was ~~investor~~filed ~~relations~~by ~~website at www.loral.com/Investors. Investors and security holders may also read and copy any reports, statements and other information that Loral,~~ Telesat, ~~Telesat~~ Corporation orand Telesat Partnership ~~files~~on ~~with~~June ~~the~~30, ~~SEC~~2021 on (the ~~SEC’s website at www~~“Prospectus”).~~sec.gov.~~

~~Participants~~Additional inInformation ~~the~~and ~~Solicitation~~Where ofto ~~Votes~~Find It

Loral, Telesat, and their respective directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Loral in respect of the proposed Integration Transaction. Information regarding Telesat directors and executive officers is available in its Form 20-F for the year ended December 31, 2020 filed by Telesat on SEDAR at www.sedar.com on March 4, 2021, and information regarding Loral’s directors and executive officers is available in its Form 10-K for the year ended December 31, 2020 filed with the SEC on March 9, 2021 and in its proxy statement for Loral’s annual meeting for 2020 filed with the SEC on May 20, 2021. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement/prospectus and other relevant materials to be filed with the SEC and the Canadian securities regulators when they become available.

~~For~~This ~~more~~report ~~information~~does ~~regarding~~not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Proxy Statement and the Prospectus will also be filed with the applicable Canadian securities regulators. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT AND THE PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT LORAL, TELESAT, TELESAT CORPORATION, TELESAT PARTNERHSIP AND THE TRANSACTION. Investors and security holders are able to obtain these materials and other ~~risks~~ documents filed with the SEC and ~~uncertainties~~the ~~that~~Canadian ~~Loral~~securities ~~may~~regulators ~~face~~free of charge at the SEC’s website, ~~see~~www.sec.gov and at the ~~section~~System ~~entitled~~for ~~“Risk~~Electronic ~~Factors”~~Document inAnalysis ~~Loral~~and Retrieval (SEDAR) at www.sedar.com. In addition, a copy of the Proxy Statement and the Prospectus may be obtained free of charge from Telesat’s ~~Form~~internet 10website for investors www.telesat.com/investor-Krelations, ~~Form~~or ~~10-Q~~from Loral’s investor relations website at www.loral.com/Investors. Investors and ~~Form 8-K~~security ~~filings~~holders ~~with~~may ~~the~~also ~~SEC~~read and ascopy ~~otherwise~~any ~~enumerated~~reports, ~~herein~~statements and other information that Loral, Telesat, Telesat Corporation or ~~therein~~Telesat Partnership files with the SEC on the SEC’s website at www.sec.gov.

For more information regarding these and other risks and uncertainties that Telesat may face, see the section entitled “Risk Factors” in Telesat’s Form 20-F and Form 6-K filings with the SEC and as otherwise enumerated herein or therein.

4Participants in the Solicitation of Votes

~~SIGNATURES~~

~~Pursuant~~Loral, Telesat, and their respective directors, executive officers and certain other members of management and employees may be deemed to be participants in the ~~requirements~~solicitation of proxies from the ~~Securities~~stockholders ~~Exchange~~of ~~Act~~Loral in respect of ~~1934~~the proposed Transaction. Information regarding Telesat directors and executive officers is available in its Form 20-F for the year ended December 31, 2020 filed by Telesat on SEDAR at www.sedar.com on March 4, 2021, and information regarding Loral’s directors and executive officers is available in its Form 10-K for the ~~registrant~~year ~~has~~ended ~~duly~~December ~~caused~~31, ~~this~~2020 ~~report~~filed towith bethe ~~signed~~SEC on March 9, 2021 and in its ~~behalf~~proxy statement for Loral’s annual meeting for 2020 filed with the SEC on May 20, 2021. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the ~~undersigned~~Proxy ~~thereunto~~Statement, ~~duly~~the ~~authorized~~Prospectus and other relevant materials filed or to be filed with the SEC and the Canadian securities regulators.

	Loral Space & Communications Inc.
Date: June 24, 2021	By:	/s/ Avi Katz
		Avi Katz
		President, General Counsel and Secretary

5For more information regarding these and other risks and uncertainties that Loral may face, see the section entitled “Risk Factors” in Loral’s Form 10-K, Form 10-Q and Form 8-K filings with the SEC and as otherwise enumerated herein or therein.

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 thereunto duly authorized.

	Loral Space & Communications Inc.

Date: August 6, 2021	By:	/s/ Avi Katz
		Avi Katz
		President, General Counsel and Secretary

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