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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):

August 10, 2023

 

MORINGA ACQUISITION CORP

(Exact Name of Registrant as Specified in its Charter)

 

Cayman Islands   001-40073   N/A
(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
         
Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant   MACAU   The Nasdaq Stock Market LLC
         
Class A ordinary shares, par value $0.0001 per share   MACA   The Nasdaq Stock Market LLC
         
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50   MACAW   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 ☒

 

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 1.02. Termination of Material Definitive Agreement

 

On August 7, 2023, Moringa Acquisition Corp, a Cayman Islands exempted company (“Moringa” or the “SPAC”) received from Holisto Ltd., an Israeli company (“Holisto”), a notice that stated that Holisto was terminating the Business Combination Agreement (as amended, the “Business Combination Agreement”), dated as of June 9, 2022, by and among Moringa, Holisto, and Holisto MergerSub, Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Holisto (“Merger Sub”). Pursuant to the termination notice, effective as of the end of the day on August 8, 2023, all rights and obligations of each party to the Business Combination Agreement ceased, except for the obligations of each party to the Business Combination Agreement that were intended to survive such termination, in accordance with the applicable provisions of the Business Combination Agreement, which surviving obligations shall remain in effect in accordance with their respective terms.

 

The termination notice was provided by Holisto in accordance with Section 7.1(j) of the Business Combination Agreement, under which either Moringa or Holisto could terminate the agreement upon notice to the other party, given that the business combination between the parties was not consummated on or prior to January 1, 2023.

 

For more information concerning the Business Combination Agreement please see the text of the  agreement, which was previously filed as Exhibit 2.1 to Moringa’s Current Report on Form 8-K filed with the SEC on June 13, 2022, as amended by (a) Amendment No. 1 to the Business Combination Agreement, which was previously filed as Exhibit 10.1 to Moringa’s Current Report on Form 8-K filed with the SEC on August 17, 2022, and (b) Amendment No. 2 to the Business Combination Agreement, which was previously filed as Exhibit 10.1 to Moringa’s Current Report on Form 8-K filed with the SEC on January 4, 2023, each of which is incorporated by reference herein.  

 

 

1

 

 

SIGNATURE

 

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.

 

   MORINGA ACQUISITION CORP
       
  By: /s/ Gil Maman
    Name:  Gil Maman
    Title: Chief Financial Officer
       
    Date: August 10, 2023

 

 

2

 

 

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Aug. 10, 2023
Document Type 8-K
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Document Period End Date Aug. 10, 2023
Entity File Number 001-40073
Entity Registrant Name MORINGA ACQUISITION CORP
Entity Central Index Key 0001835416
Entity Tax Identification Number 00-0000000
Entity Incorporation, State or Country Code E9
Entity Address, Address Line One 250 Park Avenue
Entity Address, Address Line Two 7th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 11040
City Area Code 212
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Pre-commencement Issuer Tender Offer false
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Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant  
Title of 12(b) Security Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant
Trading Symbol MACAU
Security Exchange Name NASDAQ
Class A ordinary shares, par value $0.0001 per share  
Title of 12(b) Security Class A ordinary shares, par value $0.0001 per share
Trading Symbol MACA
Security Exchange Name NASDAQ
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50  
Title of 12(b) Security Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol MACAW
Security Exchange Name NASDAQ
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