UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
January 4, 2023 (January 1, 2023)
MORINGA ACQUISITION CORP
(Exact Name of Registrant as Specified in its Charter)
| Cayman Islands | 001-40073 | |||
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
| of incorporation) | Identification No.) |
| 250 Park Avenue, 7th Floor | ||
| New York, NY | 11040 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(212) 572-6395
Registrant’s telephone number, including area code
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 Instruction A.2. below):
| ☒ | 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 Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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 ☒
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 1.01 Entry into a Material Definitive Agreement.
Second Amendment to Business Combination Agreement
On January 1, 2023, Moringa Acquisition Corp (“Moringa”) entered into Amendment No. 2 (the “Second Amendment”) to the Business Combination Agreement (the “Agreement”), dated June 9, 2022, by and among Moringa, Holisto Ltd., a company organized under the laws of the State of Israel (“Holisto”), and Holisto MergerSub, Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Holisto (“Merger Sub”).
The Second Amendment amends the Agreement in the following principal manners (among other amended terms):
(1) it provides that in the event that Holisto executes a financing transaction before the closing (the “Closing”) of the business combination under the Agreement (the “Business Combination”), any equity securities of Holisto issued or issuable pursuant to such financing transactions will not reduce Moringa’s security holders’ share of the combined company upon consummation of the Business Combination;
(2) it removes the non-solicitation restrictions for both parties;
(3) it provides that if Holisto seeks financing alternatives and solicits other potential transactions as alternatives to the Business Combination, it must provide Moringa at least 24 hours prior written notice before entering into any such financing or alternative transaction, and before making a related public filing; and
(4) it removes the Closing condition for Holisto to have net tangible assets of at least $5,000,001 upon the completion of the Business Combination and replaces it with a condition for Holisto to be approved for listing on Nasdaq and to be in compliance with any set of Nasdaq Stock Market listing requirements immediately following the Closing.
Under Section 7.1 of the Agreement, either Moringa or Holisto may terminate the Agreement upon written notice to the other party, given that the Business Combination was not consummated on or prior to January 1, 2023. The Second Amendment contemplates that, subject to certain conditions being timely satisfied, including Moringa obtaining the approval of its shareholders of an amendment to its Amended and Restated Memorandum and Articles of Association to extend the deadline by which it may consummate a Business Combination (as detailed in Moringa’s Preliminary Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on December 15, 2022, as may be amended), the parties to the Business Combination Agreement will make commercial efforts for the anticipated time of the Closing to occur by April 1, 2023 (assuming that the Agreement is not terminated earlier). There can be no assurance that the Closing of the Business Combination (if the Agreement is not terminated earlier) will occur by April 1, 2023.
A copy of the Second Amendment is attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 | Amendment No. 2, dated as of January 1, 2023, to the Business Combination Agreement, dated as of June 9, 2022, by and among Moringa Acquisition Corp, Holisto Ltd., and Holisto MergerSub, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 4, 2023
| MORINGA ACQUISITION CORP | ||
| By: | /s/ Gil Maman | |
| Name: | Gil Maman | |
| Title: | Chief Financial Officer | |
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Exhibit 10.1
EXECUTION COPY
SECOND AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT
This Second Amendment the Business Combination Agreement (the “Amendment”) is made as of January 1, 2023, by and among: (i) Holisto Ltd., an Israeli company (the “Company”); (ii) Holisto MergerSub, Inc., a Cayman Islands exempted company and wholly-owned subsidiary of the Company (“Merger Sub”), and (iii) Moringa Acquisition Corp, a Cayman Islands exempted company (“Moringa”).
WHEREAS, the Company, Merger Sub and Moringa have entered into that certain Business Combination Agreement dated June 9, 2022, as amended on August 17, 2022 (the “Agreement”); and
WHEREAS, the Parties wish to further amend certain terms of the Agreement as provided herein, effective as of the date hereof.
NOW, THEREFORE, in consideration of the mutual promises hereinafter contained, the Parties hereto agree as follows:
| 1. | Amendments. |
| (a) | Section 5.2(c) shall be amended and replaced in its entirety to read as follows: “In the event that the Company will enter into and execute one or more financing transactions in the Interim Period and the Closing shall have occurred pursuant to the terms of the Agreement (as amended), any shares or other equity securities of the Company issued or issuable pursuant to such financing transactions shall be added in the Total Company Shares and calculation of the Conversion Ratio (i.e., appropriate adjustment to provide the holders of Moringa Securities with the same equity and equity-related holdings in the Company at the Effective Time as they would have received had there not been such financing transactions or issuance of shares or other equity securities in respect thereof). As a condition to any such financing transaction, if equity or equity-related, provided that the Agreement has not been terminated earlier, the Company shall obtain a duly executed Voting Agreement signed by the party providing such financing.” |
| (b) | Section 5.2(d) shall be added and shall read as follows: “Anything to the contrary herein notwithstanding, the Company will have the discretion to, directly or indirectly, make, receive, participate, negotiate, solicit, propose, offer, indicate interest in making an offer or proposal, to, from or together with, any Person or group at any time relating to, or that may reasonably be expected to lead to, an Alternative Transaction; provided that the Company shall not enter into a written agreement or make any public filing without providing Moringa with a 24 (twenty-four) hours prior written notice which 24 (twenty-four) hours shall start counting at 23:59 EST on the date on which the Company provided Moringa with such written notice, and, to the extent applicable in compliance with the terms of the contemplated agreement, in the event that Moringa does not provide its written consent to the Company’s entry into such written agreement within such 24 (twenty-four) hour period, the Company may provide Moringa with a notification regarding the termination of the Agreement in accordance with the terms set forth in this Agreement. |
“Acquisition Proposal” means (i) any inquiry, proposal or offer, or any indication of interest in making an offer or proposal, from any Person or group at any time relating to, or that may reasonably be expected to lead to, an Alternative Transaction, and (ii) an “Alternative Transaction” means (A) with respect to the Target Companies and their respective Subsidiaries, a transaction (other than the Transactions) concerning (a) the sale or transfer of (x) all or any material part of the business or assets of any Target Company (other than a transfer of assets in the ordinary course of business consistent with past practice) or (y) any of the shares or other equity interests or profits of any Target Company, in any case, whether such transaction takes the form of a sale of shares or other equity interests, assets, merger, consolidation, issuance of debt securities, management Contract, joint venture or partnership, share swap or otherwise, or (b) the initial public offering or listing of any Target Company on any stock exchange, including any transaction in which any Target Company is the entity that is ultimately listed on any stock exchange or is the parent or subsidiary of any other entity which is ultimately listed on any stock exchange, and (B) with respect to Moringa, a transaction (other than the Transactions) concerning a Business Combination of Moringa.”
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| (c) | Non-Solicitation. Section 5.6 shall be deleted in its entirety. |
| (d) | Nasdaq Requirements. Section 6.1(f) shall be amended and replaced in its entirety to read as follows: “Nasdaq Requirements. Immediately following the Closing, the Company shall have been approved for listing on Nasdaq and be in compliance with any set of Nasdaq listing requirements”. |
| (e) | Section 7.1(j) shall be added and shall read as follows: “by a 24 (twenty-four) hours prior written notice by Moringa or the Company to the other Party, which 24 (twenty-four) hours shall start counting at 23:59 EST on the date on which the Company or Moringa, as applicable, provided the other Party with such written notice.” |
| 2. | Two-step Merger. The Parties agree that the Transactions shall be effected in a 2-step merger structure as shall be finalized between the Parties. |
| 3. | Subject to the rights and terms set forth in this Amendment (including the right to terminate and the right to negotiate with third parties) the Parties anticipate the Closing to occur (if the Agreement has not been terminated earlier) by April 1, 2023, in accordance with the anticipated timeline and subject to the terms detailed in Schedule 1 attached hereto. |
| 4. | This Amendment forms an integral part of the Agreement. Any capitalized terms used in this Amendment not otherwise defined shall have the meaning set forth in the Agreement. Except as amended by this Amendment, all other terms and conditions of the Agreement remain in full force and effect and shall apply, mutatis mutandis, to this Amendment. |
| 5. | In the event of any conflict, contradiction or inconsistency between this Amendment and the Agreement, the terms of this Amendment shall prevail. |
[Signature Page Follows]
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IN WITNESS WHEREOF, each Party hereto has caused this Second Amendment to the Business Combination Agreement to be signed and delivered by its respective duly authorized officer as of the date first written above.
| Moringa: | |||
| MORINGA ACQUISITION CORP | |||
| By: | /s/ Ilan Levin | ||
| Name: | Ilan Levin | ||
| Title: | CEO | ||
| The Company: | |||
| HOLISTO LTD. | |||
| By: | /s/ Eran Shust | ||
| Name: | Eran Shust | ||
| Title: | CEO | ||
| Merger Sub: | |||
| HOLISTO MERGERSUB, INC. | |||
| By: | /s/ Eran Shust | ||
| Name: | Eran Shust | ||
| Title: | CEO | ||
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Schedule 1. Anticipated Timeline for April 1, 2023 Closing
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