Mga Batayang Estadistika
| CIK | 1835416 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Moringa Acquisition Corp
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40073 MORINGA ACQUISITION CORP (Exact name of registrant as specified in |
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| August 21, 2024 |
Exhibit 99.1 Silexion Therapeutics Ltd. and Moringa Acquisition Corp Announce Closing of their Business Combination The combined company’s shares and warrants are expected to begin trading on Nasdaq under the tickers “SLXN” and “SLXNW”, respectively on August 16, 2024. Modi’in, Israel and New York, New York, Aug. 15, 2024 (GLOBE NEWSWIRE) – Silexion Therapeutics Ltd. (“Silexion”), a clinical-stage |
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| August 21, 2024 |
The Companies Act (As Revised) of the Cayman Islands Plan of Merger Exhibit 2.1 The Companies Act (As Revised) of the Cayman Islands Plan of Merger This plan of merger (the “Plan of Merger”) is made on August 14, 2024 between Moringa Acquisition Corp (the “Surviving Company”) and Moringa Acquisition Merger Sub Corp (the “Merging Company”). Whereas the Merging Company is a Cayman Islands exempted company and is entering into this Plan of Merger pursuant to the prov |
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| August 21, 2024 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Moringa Acquisition Corp (Adopted by Special Resolution dated 6 August 2024 and effective on 15 August 2024) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Moringa |
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| August 21, 2024 |
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 21, 2024 (August 15, 2024) 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. |
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| August 21, 2024 |
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT Exhibit 4.1 ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of August 15, 2024, by and among Moringa Acquisition Corp, a Cayman Islands exempted company (“Moringa”), Biomotion Sciences, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust c |
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| August 21, 2024 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT Moringa Acquisition Corp 250 Park Avenue, 7th Floor New York, NY 10177 Ladies and Gentlemen: In connection with the proposed business combination (the “Transaction”) between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Silexion Therapeutics Ltd., an Israeli company (“Silexion”), pursuant to that certain Amended and Restated Bu |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40073 MORINGA ACQUISITI |
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| August 12, 2024 |
Submission of Matters to a Vote of Security Holders 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 12, 2024 (August 6, 2024) 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. |
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| July 25, 2024 |
Filed by Biomotion Sciences pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Moringa Acquisition Corp Commission File: 001-40073 Date: July 25, 2024 Silencing Oncogenes at the Level of Gene Expression Corporate Presentation July 2024 Filed by Biomotion Sciences pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Moringa Acquisition Corp Commission File: 001 |
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| July 25, 2024 |
Filed by Moringa Acquisition Corp pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Biomotion Sciences Commission File: 333-279281 Date: July 25, 2024 Sile ncing Oncogenes at the Level of Gene Expression Corporate Presentation July 2024 Filed by Moringa Acquisition Corp pursuant to Rule 425 und |
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| July 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| June 24, 2024 |
Exhibit 10.1 June 18, 2024 Ilan Levin Chief Executive Officer Moringa Acquisition Corp 250 Park Avenue, 7th Floor New York, NY 10017 Dear Mr. Levin, Subject: Request for Waiver of Financing Condition and Proposal for Post-Closing Arrangements Reference is made to that certain Amended and Restated Business Combination Agreement (the “Agreement”) dated April 3, 2024, by and among Biomotion Sciences, |
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| June 24, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): June 24, 2024 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. |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40073 MORINGA ACQUISIT |
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| April 3, 2024 |
Exhibit 10.1 SILEXION THERAPEUTICS LTD. SHAREHOLDER VOTING AND SUPPORT AGREEMENT This Shareholder Voting and Support Agreement (this “Agreement”), dated as of April 3, 2024, is made and entered into by and among Silexion Therapeutics Ltd., an Israeli company (the “Company”), Moringa Acquisition Corp, a Cayman Islands exempted company (“SPAC”), Biomotion Sciences, an exempted company under the Laws |
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| April 3, 2024 |
Exhibit 2.1 Dated April 3, 2024 AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT by and among Biomotion Sciences, August M.S. Ltd., Moringa Acquisition Merger Sub Corp, Moringa Acquisition Corp, and Silexion Therapeutics Ltd. Table of Contents Page Article I DEFINITIONS 4 Section 1.01 Defined Terms 4 Article II THE MERGERs 20 Section 2.01 Acquisition Merger 20 Section 2.02 SPAC Merger 20 Sectio |
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| April 3, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): April 3, 2024 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. |
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| April 3, 2024 |
Exhibit 10.2 Exhibit B SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is entered into by and among Silexion Therapeutics Ltd., an Israeli company (the “Company”), Moringa Acquisition Corp, a Cayman Islands exempted company (“Moringa” or “SPAC”), Biomotion Sciences , an exempted company under the Laws of the Cayman Islands (“TopCo”), and Moringa Sponsor, L.P., a Cayman |
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| April 3, 2024 |
Exhibit 10.4 Exhibit F THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOP |
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| April 3, 2024 |
Exhibit 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), and to be effective as of the Closing of the Business Combination (each, as defined in the Recitals below), is made and entered into by and among, and/or is binding upon, Biomotion Sciences, an exempted company incorporated under the La |
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| April 1, 2024 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT (AS AMENDED ON FEBRUARY 9, 2023 AND AUGUST 18, 2023) This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 19, 2021, by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, th |
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| April 1, 2024 |
Policy for Recovery of Erroneously Awarded Compensation, effective as of October 2, 2023* Exhibit 97.1 MORINGA ACQUISITION CORP POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Moringa Acquisition Corp (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy and not otherwise defined herein are defined in Section 11 hereof. 1. Persons Sub |
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| April 1, 2024 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF MORINGA ACQUISITION CORP (adopted by special resolution dated FEBRUARY 16, 2021 and effective on FEBRUARY 16, 2021) 1 The name of the Company is Moringa Acquisition Corp. 2 The Registered Office of the Company shall be at the offices of Maples Corporate Servi |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39157 Moringa Acquisition Corp (Exa |
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| April 1, 2024 |
Exhibit 10.8.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPAN |
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| April 1, 2024 |
Exhibit 4.5 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The following description sets forth certain material terms and provisions of the securities of Moringa Acquisition Corp (“we,” “us” or “our”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following descriptio |
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| February 26, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): February 26, 2024 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. |
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| February 26, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): February 26, 2024 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. |
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| February 26, 2024 |
Exhibit 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], 2024, and to be effective as of the Closing of the Business Combination (each, as defined in the Recitals below), is made and entered into by and among, and/or is binding upon. Moringa Acquisition Corp, a Cayman Islands |
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| February 26, 2024 |
Exhibit 10.2 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is entered into as of February [●], 2024, by and among Silexion Therapeutics Ltd., an Israeli company (the “Company”), Moringa Acquisition Corp, a Cayman Islands exempted company (“Moringa”), and Moringa Sponsor, L.P., a Cayman Islands exempted limited partnership and its wholly-owned subsidiary, Moringa Spons |
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| February 26, 2024 |
Exhibit 99.1 Silexion, a Clinical-Stage, Oncology-Focused Biotechnology Company, to Become Publicly Traded Via Business Combination with Moringa Acquisition Corp Silexion’s first generation product, Loder™, successfully tested in a multinational Phase 2a clinical trial in patients with non-resectable pancreatic cancer which harbors an oncogene believed to be a major driver of the cancer In combina |
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| February 26, 2024 |
Exhibit 10.1 SILEXION SHAREHOLDER VOTING AND SUPPORT AGREEMENT This Shareholder Voting and Support Agreement (this “Agreement”), dated as of February [], 2024, is made and entered into by and among Silexion Therapeutics Ltd., an Israeli company (the “Company”), Moringa Acquisition Corp, a Cayman Islands exempted company (“SPAC”), and the party listed on the signature pages hereto as a “Shareholder |
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| February 26, 2024 |
Exhibit 2.1 Dated February 21, 2024 BUSINESS COMBINATION AGREEMENT between Moringa Acquisition Corp, April.M.G. Ltd., and Silexion Therapeutics Ltd. Table of Contents Page Article I DEFINITIONS 3 Section 1.01 Defined Terms 3 Article II THE MERGER 19 Section 2.01 Merger 19 Section 2.02 Closing 19 Section 2.03 Effective Time 19 Section 2.04 Merger Governing Documents 19 Section 2.05 Directors and Of |
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| February 26, 2024 |
Exhibit 10.4 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBS |
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| February 14, 2024 |
MACA / Moringa Acquisition Corp / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm245838d10sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 3) Moringa Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (T |
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| February 12, 2024 |
MACA / Moringa Acquisition Corp / ARISTEIA CAPITAL LLC Passive Investment SC 13G/A 1 formmoringasc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 1) Moringa Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6S23K108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing o |
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| February 8, 2024 |
MACA / Moringa Acquisition Corp / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Moringa Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G6S23K108 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check th |
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| January 26, 2024 |
MACA / Moringa Acquisition Corp / Yakira Capital Management, Inc. - 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Moringa Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 (Title of Class of Securities) G6S23K108 (CUSIP Number) NICHOLAS SABATINI, CFO & CCO; 1555 POST ROAD EAST, SUITE 202, WESTPORT, CT 06880; (203) 341-0702 (Name, Address an |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40073 MORINGA ACQU |
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| September 11, 2023 |
MACA / Moringa Acquisition Corp - Class A / GLAZER CAPITAL, LLC Passive Investment SC 13G/A 1 maca20230831.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Moringa Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6S23K108 (CUSIP Number) August 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriat |
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| August 22, 2023 |
Form of Amendment to Existing Promissory Notes, dated August 18, 2023 Exhibit 10.3 FORM OF AMENDMENT TO PROMISSORY NOTE THIS AMENDMENT TO PROMISSORY NOTE (this “Amendment”), dated as of August 18, 2023, is made by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Maker”), and Moringa Sponsor, LP, a Cayman Islands exempted limited partnership (the “Payee”). WHEREAS, on , the Maker promised to pay to the order of the Payee, a principal sum |
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| August 22, 2023 |
Exhibit 10.1 SECOND AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS SECOND AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of August 18, 2023, is made by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). W |
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| August 22, 2023 |
Exhibit 3.2 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF MORINGA ACQUISTION CORP August 18, 2023 RESOLVED, as special resolutions, that: (i) Article 17.2 of the Articles of Association of the Company be deleted in its entirety and replaced as follows: “Class B Shares shall automatically convert into Class A Shares on a one-for-one basis (the “Initial Conversion R |
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| August 22, 2023 |
Promissory Note, dated August 18, 2023 Exhibit 10.2 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK |
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| August 22, 2023 |
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 22, 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. |
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| August 22, 2023 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF MORINGA ACQUISITION CORP August 18, 2023 RESOLVED, as special resolutions, that: (i) Article 49.7 of the Articles of Association of the Company be deleted in its entirety and replaced as follows: “In the event that the Company does not consummate a Business Combination within 42 months from the consummation |
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| August 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 15, 2023 |
Exhibit 99.1 MORINGA ACQUISITION CORP ANNOUNCES CONTRIBUTION TO TRUST ACCOUNT IN CONNECTION WITH PROPOSED EXTENSION New York, NY, Aug. 15, 2023 (GLOBE NEWSWIRE) - Moringa Acquisition Corp (Nasdaq: MACA) (“Moringa” or the “Company”) announced today that, in connection with its previously announced extraordinary general meeting in lieu of the 2023 annual general meeting of shareholders of the Compan |
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| August 15, 2023 |
Financial Statements and Exhibits, Other Events 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 15, 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. |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40073 MORINGA ACQUISITI |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 10, 2023 |
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. |
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| July 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| July 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A (Amendment No. 2) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| July 24, 2023 |
July 24, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Division of Corporation Finance, Office of Real Estate & Construction VIA EDGAR Re: Moringa Acquisition Corp (the “Company” or “Moringa”) Preliminary Proxy Statement on Schedule 14A Filed July 13, 2023 File No. 001-40073 Dear Madam or Sir: We hereby provide the following response to the comment of |
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| July 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| July 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| June 21, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): June 21, 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. |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40073 MORINGA ACQUISIT |
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| March 31, 2023 |
Exhibit 10.7.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPAN |
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| March 31, 2023 |
Amendment, dated February 9, 2023, to Promissory Note dated December 6, 2022* Exhibit 10.8.2 AMENDMENT TO PROMISSORY NOTE THIS AMENDMENT TO PROMISSORY NOTE (this “Amendment”), dated as of February 9, 2023, is made by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Maker”), and Moringa Sponsor, LP, a Cayman Islands exempted limited partnership (the “Payee”). WHEREAS, on December 6, 2022, the Maker promised to pay to the order of the Payee, a pri |
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| March 31, 2023 |
Exhibit 4.5 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The following description sets forth certain material terms and provisions of the securities of Moringa Acquisition Corp (“we,” “us” or “our”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following descriptio |
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| March 31, 2023 |
Exhibit 10.9.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPAN |
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| March 31, 2023 |
Exhibit 10.8.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPAN |
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| March 31, 2023 |
Amendment, dated February 9, 2023, to Promissory Note dated August 9, 2021* Exhibit 10.7.2 AMENDMENT TO PROMISSORY NOTE THIS AMENDMENT TO PROMISSORY NOTE (this “Amendment”), dated as of February 9, 2023, is made by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Maker”), and Moringa Sponsor, LP, a Cayman Islands exempted limited partnership (the “Payee”). WHEREAS, on August 9, 2021, the Maker promised to pay to the order of the Payee, a princ |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39157 Moringa Acquisition Corp (Exa |
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| March 31, 2023 |
Amendment, dated February 9, 2023, to Promissory Note dated December 21, 2022* Exhibit 10.9.2 AMENDMENT TO PROMISSORY NOTE THIS AMENDMENT TO PROMISSORY NOTE (this “Amendment”), dated as of February 9, 2023, is made by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Maker”), and Moringa Sponsor, LP, a Cayman Islands exempted limited partnership (the “Payee”). WHEREAS, on December 21, 2022, the Maker promised to pay to the order of the Payee, a pr |
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| March 31, 2023 |
Exhibit 10.10 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| March 29, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): March 29, 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. |
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| March 10, 2023 |
MACA / Moringa Acquisition Corp - Class A / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Moringa Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6S23K108 (CUSIP Number) February 28, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| February 16, 2023 |
SC 13G 1 tm237115d3sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) Moringa Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of |
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| February 14, 2023 |
MACA / Moringa Acquisition Corp Class A / GLAZER CAPITAL, LLC Passive Investment SC 13G 1 maca20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Moringa Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6S23K108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appro |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Moringa Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G6S23K108 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 13, 2023 |
MACA / Moringa Acquisition Corp Class A / ARISTEIA CAPITAL LLC Passive Investment SC 13G 1 sc13gmoringaacquisition.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Moringa Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6S23K108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statem |
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| February 9, 2023 |
Exhibit 10.2 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK |
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| February 9, 2023 |
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): February 9, 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. |
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| February 9, 2023 |
Amendment to Investment Management Trust Agreement, dated as of February 9, 2023 Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of February 9, 2023, is made by and between Moringa Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the |
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| February 9, 2023 |
Amendment to the Amended and Restated Memorandum and Articles of Association of the Company Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF MORINGA ACQUISITION CORP February 9, 2023 RESOLVED, as special resolutions, that: (i) Article 49.7 of the Articles of Association of the Company be deleted in its entirety and replaced as follows: “In the event that the Company does not consummate a Business Combination within 30 months from the consummatio |
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| February 7, 2023 |
Exhibit 99.1 MORINGA ACQUISITION CORP ANNOUNCES ADJOURNMENT OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO FEBRUARY 9, 2023 New York, NY, Feb. 07, 2023 (GLOBE NEWSWIRE) - Moringa Acquisition Corp (Nasdaq: MACA) (“Moringa” or the “Company”) announced today that, the extraordinary general meeting in lieu of the 2022 annual general meeting of shareholders of the Company (the “Extraordinary Meeti |
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| February 7, 2023 |
Financial Statements and Exhibits, Other Events 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): February 7, 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. |
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| February 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| January 26, 2023 |
Other Events, Financial Statements and Exhibits 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 26, 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. |
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| January 26, 2023 |
DEFA14A 1 ea172260-defa14amoringa.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commi |
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| January 26, 2023 |
Exhibit 99.1 MORINGA ACQUISITION CORP ANNOUNCES CONTRIBUTION TO TRUST ACCOUNT IN CONNECTION WITH PROPOSED EXTENSION New York, NY, Jan. 26, 2023 (GLOBE NEWSWIRE) - Moringa Acquisition Corp (Nasdaq: MACA) (“Moringa” or the “Company”) announced today that, in connection with its previously announced extraordinary general meeting in lieu of the 2022 annual general meeting of shareholders of the Compan |
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| January 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| January 4, 2023 |
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 Ac |
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| January 4, 2023 |
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 Ac |
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| January 4, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 N/A (State or other jurisdiction (Commission File Number) (I. |
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| January 4, 2023 |
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 N/A (State or other jurisdiction (Commission File Number) (I. |
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| December 22, 2022 |
December 22, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Division of Corporation Finance, Office of Real Estate & Construction VIA EDGAR Re: Moringa Acquisition Corp (the “Company”) Preliminary Proxy Statement on Schedule 14A Filed December 15, 2022 File No. 001-40073 Dear Madam or Sir: We hereby provide the following response to the comment of the |
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| December 15, 2022 |
PRE 14A 1 ea170202-pre14amoringa.htm PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40073 MORINGA ACQU |
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| September 6, 2022 |
Termination of a Material Definitive Agreement 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): September 5, 2022 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. |
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| September 6, 2022 |
425 1 ea165380-8k425moringa.htm CURRENT REPORT 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): September 5, 2022 MORINGA ACQUISITION CORP (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40073 N/A (State or o |
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| August 17, 2022 |
Exhibit 10.1 Execution Version FIRST AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT This First Amendment the Business Combination Agreement (the ?Amendment?) is made as of August 17, 2022, 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 A |
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| August 17, 2022 |
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 17, 2022 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. |
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| August 17, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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 17, 2022 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. |
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| August 17, 2022 |
Exhibit 10.1 Execution Version FIRST AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT This First Amendment the Business Combination Agreement (the ?Amendment?) is made as of August 17, 2022, 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 A |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40073 MORINGA ACQUISITI |
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| June 13, 2022 |
Exhibit 99.2 Holisto, a Technology-Based Online Travel Booking Platform, to Become Publicly Traded Via Business Combination with Moringa Acquisition Corp ? Holisto?s advanced AI technology addresses the fragmented and complex travel booking market, providing consumers with a more affordable and personalized offering ? Since commercial product launch in Q2 2020, Holisto?s online booking platform ha |
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| June 13, 2022 |
Exhibit 10.4.5 Holisto Ltd. Sderot Nim 2, Rishon Lezion, Israel 3i, LP 140 Broadway, 38th Floor New York, NY 10005 [], 2022 Dear Sirs: This agreement (the ?Leak-Out Agreement?) is being delivered to you in connection with that certain understanding by and between Holisto Ltd., a company organized under the laws of the State of Israel with offices located at Sderot Nim 2, Rishon Lezion, Israel (the |
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| June 13, 2022 |
Exhibit 10.2.2 MORINGA FOUNDERS SHARES Lock-Up Agreement June 9, 2022 Holisto Ltd. Sderot Nim 2 Rishon Lezion, Israel Attn: Eran Shust Re: Lock-Up Agreement Ladies and Gentlemen: The undersigned, the Beneficial Owner (as defined in Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended) of 2,875,000 Class B ordinary shares, par value $0.0001 per share, of Moringa Acquisition Corp (? |
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| June 13, 2022 |
Exhibit 10.1 SHAREHOLDER VOTING AND SUPPORT AGREEMENT This Shareholder Voting And Support Agreement (this ?Agreement?), dated as of June 9, 2022, is made and entered into by and among Holisto Ltd., an Israeli company (the ?Company?), Moringa Acquisition Corp, a Cayman Islands exempted company (?SPAC?), and the party listed on the signature pages hereto as a ?Shareholder? (the ?Shareholder?). RECIT |
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| June 13, 2022 |
Exhibit 10.1 SHAREHOLDER VOTING AND SUPPORT AGREEMENT This Shareholder Voting And Support Agreement (this ?Agreement?), dated as of June 9, 2022, is made and entered into by and among Holisto Ltd., an Israeli company (the ?Company?), Moringa Acquisition Corp, a Cayman Islands exempted company (?SPAC?), and the party listed on the signature pages hereto as a ?Shareholder? (the ?Shareholder?). RECIT |
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| June 13, 2022 |
Exhibit 99.1 There?s always a better travel deal out there INVESTOR PRESENTATION JUNE 2022 Disclaimer 2 About this Presentation This investor presentation (this ?Presentation?) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the ?Proposed Business Combination?) between Moringa Acquisition Corp (?Morin |
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| June 13, 2022 |
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): June 13, 2022 (June 9, 2022) 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. |
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| June 13, 2022 |
Exhibit 10.2.1 HOLISTO SHAREHOLDERS Lock-Up Agreement June 9, 2022 [name] [address] Re: Lock-Up Agreement Ladies and Gentlemen: The undersigned, the Beneficial Owner (as defined in Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended) of shares of Holisto Ltd. (?Holisto?) (the ?Held Securities?), understands that (i) Holisto entered into a Business Combination Agreement, dated as |
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| June 13, 2022 |
Exhibit 10.2.1 HOLISTO SHAREHOLDERS Lock-Up Agreement June 9, 2022 [name] [address] Re: Lock-Up Agreement Ladies and Gentlemen: The undersigned, the Beneficial Owner (as defined in Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended) of shares of Holisto Ltd. (?Holisto?) (the ?Held Securities?), understands that (i) Holisto entered into a Business Combination Agreement, dated as |
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| June 13, 2022 |
Exhibit 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2022, is made and entered into by and among Holisto Ltd., a company incorporated under the State of Israel (the ?Company?); Moringa Sponsor, L.P., a Cayman Islands exempted limited partnership (which we refer to, together with its wholly-owned |
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| June 13, 2022 |
Exhibit 10.4.4 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [], 2022, is by and among Holisto Ltd., a company organized under the laws of Israel with offices located at Sderot Nim 2, Rishon Lezion, Israel (the ?Company?), and the undersigned buyers (each, a ?Buyer,? and collectively, the ?Buyers?). RECITALS A. In connection with |
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| June 13, 2022 |
Exhibit 2.1 Execution Copy BUSINESS COMBINATION AGREEMENT by and among HOLISTO LTD. as the Company, HOLISTO MERGERSUB, INC. as Merger Sub, and MORINGA ACQUISITION CORP as Moringa Dated as of June 9, 2022 TABLE OF CONTENTS Article I MERGER 10 1.1 Effective Time 10 1.2 Merger 10 1.3 Effect of the Merger 10 1.4 Organizational Documents of the Company and the Surviving Company 10 1.5 Directors and Off |
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| June 13, 2022 |
Exhibit 10.4.1 Execution Copy SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of June 9, 2022, is by and among Holisto Ltd., a company organized under the laws of the State of Israel with offices located at Sderot Nim 2, Rishon Lezion, Israel (the ?Company?), Moringa Acquisition Corp. a Cayman Islands exempted company with offices located at 250 Park Av |
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| June 13, 2022 |
EX-10.4.7 14 ea161476ex10-4viimoringa.htm SECURITY AGREEMENT (ISRAEL) TO BE ENTERED INTO BY HOLISTO AND ITS SUBSIDIARIES IN FAVOR OF THE INVESTOR PURSUANT TO THE SECURITIES PURCHASE AGREEMENT Exhibit 10.4.7 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”) is made as of the [] day of , 2022, by and among Holisto Ltd. (the “Grantor” or the “Company”), a private company (registration no. |
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| June 13, 2022 |
Exhibit 2.1 Execution Copy BUSINESS COMBINATION AGREEMENT by and among HOLISTO LTD. as the Company, HOLISTO MERGERSUB, INC. as Merger Sub, and MORINGA ACQUISITION CORP as Moringa Dated as of June 9, 2022 TABLE OF CONTENTS Article I MERGER 10 1.1 Effective Time 10 1.2 Merger 10 1.3 Effect of the Merger 10 1.4 Organizational Documents of the Company and the Surviving Company 10 1.5 Directors and Off |
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| June 13, 2022 |
Exhibit 10.4.8 Execution Version GUARANTY This GUARANTY, dated as of [ ], 2022 (this ?Guaranty?), is made by each of the undersigned (each a ?Guarantor?, and collectively, the ?Guarantors?), in favor of 3i, LP, a Delaware limited partnership, in its capacity as collateral agent (in such capacity, the ?Collateral Agent? as hereinafter further defined) for the ?Buyers? party to the Securities Purcha |
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| June 13, 2022 |
Exhibit 10.2.2 MORINGA FOUNDERS SHARES Lock-Up Agreement June 9, 2022 Holisto Ltd. Sderot Nim 2 Rishon Lezion, Israel Attn: Eran Shust Re: Lock-Up Agreement Ladies and Gentlemen: The undersigned, the Beneficial Owner (as defined in Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended) of 2,875,000 Class B ordinary shares, par value $0.0001 per share, of Moringa Acquisition Corp (? |
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| June 13, 2022 |
Exhibit 10.4.4 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [], 2022, is by and among Holisto Ltd., a company organized under the laws of Israel with offices located at Sderot Nim 2, Rishon Lezion, Israel (the ?Company?), and the undersigned buyers (each, a ?Buyer,? and collectively, the ?Buyers?). RECITALS A. In connection with |
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| June 13, 2022 |
Exhibit 10.4.5 Holisto Ltd. Sderot Nim 2, Rishon Lezion, Israel 3i, LP 140 Broadway, 38th Floor New York, NY 10005 [], 2022 Dear Sirs: This agreement (the ?Leak-Out Agreement?) is being delivered to you in connection with that certain understanding by and between Holisto Ltd., a company organized under the laws of the State of Israel with offices located at Sderot Nim 2, Rishon Lezion, Israel (the |
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| June 13, 2022 |
EX-99.2 17 ea161476ex99-2moringa.htm PRESS RELEASE, DATED JUNE 13, 2022 Exhibit 99.2 Holisto, a Technology-Based Online Travel Booking Platform, to Become Publicly Traded Via Business Combination with Moringa Acquisition Corp ● Holisto’s advanced AI technology addresses the fragmented and complex travel booking market, providing consumers with a more affordable and personalized offering ● Since co |
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| June 13, 2022 |
Exhibit 10.4.6 SECURITY AND PLEDGE AGREEMENT SECURITY AND PLEDGE AGREEMENT, dated as of [ ], 2022 (this ?Agreement?), made by Holisto Ltd., a private company organized under the laws of Israel, with offices located at 2 Nim Ave., Rishon LeZion 7546302, Israel (the ?Company?), and each of the undersigned direct and indirect Domestic Subsidiaries (as defined below) of the Company from time to time, |
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| June 13, 2022 |
Exhibit 10.4.1 Execution Copy SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of June 9, 2022, is by and among Holisto Ltd., a company organized under the laws of the State of Israel with offices located at Sderot Nim 2, Rishon Lezion, Israel (the ?Company?), Moringa Acquisition Corp. a Cayman Islands exempted company with offices located at 250 Park Av |
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| June 13, 2022 |
Exhibit 10.2.3 PRIVATE SHARES/PRIVATE WARRANTS Lock-Up Agreement June 9, 2022 Holisto Ltd. Sderot Nim 2 Rishon Lezion, Israel Attn: Eran Shust Re: Lock-Up Agreement Ladies and Gentlemen: The undersigned, the Beneficial Owner (as defined in Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended) of 352,857 units, each consisting of (x) one Class A ordinary share, par value $0.0001 pe |
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| June 13, 2022 |
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): June 13, 2022 (June 9, 2022) 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. |
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| June 13, 2022 |
Exhibit 10.2.3 PRIVATE SHARES/PRIVATE WARRANTS Lock-Up Agreement June 9, 2022 Holisto Ltd. Sderot Nim 2 Rishon Lezion, Israel Attn: Eran Shust Re: Lock-Up Agreement Ladies and Gentlemen: The undersigned, the Beneficial Owner (as defined in Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended) of 352,857 units, each consisting of (x) one Class A ordinary share, par value $0.0001 pe |
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| June 13, 2022 |
Exhibit 10.4.2 [FORM OF SENIOR SECURED CONVERTIBLE NOTE] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF |
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| June 13, 2022 |
EX-10.4.7 14 ea161476ex10-4viimoringa.htm SECURITY AGREEMENT (ISRAEL) TO BE ENTERED INTO BY HOLISTO AND ITS SUBSIDIARIES IN FAVOR OF THE INVESTOR PURSUANT TO THE SECURITIES PURCHASE AGREEMENT Exhibit 10.4.7 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”) is made as of the [] day of , 2022, by and among Holisto Ltd. (the “Grantor” or the “Company”), a private company (registration no. |
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| June 13, 2022 |
Exhibit 10.4.3 [FORM OF WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTR |
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| June 13, 2022 |
Exhibit 10.4.3 [FORM OF WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTR |
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| June 13, 2022 |
EX-99.1 16 ea161476ex99-1moringa.htm INVESTOR PRESENTATION, DATED JUNE 13, 2022 Exhibit 99.1 There’s always a better travel deal out there INVESTOR PRESENTATION JUNE 2022 Disclaimer 2 About this Presentation This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combinatio |
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| June 13, 2022 |
Exhibit 10.4.2 [FORM OF SENIOR SECURED CONVERTIBLE NOTE] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF |
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| June 13, 2022 |
Exhibit 10.4.8 Execution Version GUARANTY This GUARANTY, dated as of [ ], 2022 (this ?Guaranty?), is made by each of the undersigned (each a ?Guarantor?, and collectively, the ?Guarantors?), in favor of 3i, LP, a Delaware limited partnership, in its capacity as collateral agent (in such capacity, the ?Collateral Agent? as hereinafter further defined) for the ?Buyers? party to the Securities Purcha |
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| June 13, 2022 |
Exhibit 10.4.6 SECURITY AND PLEDGE AGREEMENT SECURITY AND PLEDGE AGREEMENT, dated as of [ ], 2022 (this ?Agreement?), made by Holisto Ltd., a private company organized under the laws of Israel, with offices located at 2 Nim Ave., Rishon LeZion 7546302, Israel (the ?Company?), and each of the undersigned direct and indirect Domestic Subsidiaries (as defined below) of the Company from time to time, |
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| June 13, 2022 |
Exhibit 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2022, is made and entered into by and among Holisto Ltd., a company incorporated under the State of Israel (the ?Company?); Moringa Sponsor, L.P., a Cayman Islands exempted limited partnership (which we refer to, together with its wholly-owned |
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| May 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40073 MORINGA ACQUISIT |
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| May 17, 2022 |
NT 10-Q 1 ea160142-nt10qmoringaacq.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40073 CUSIP Numbers: G6S23K 108, G6S23K 116, G6S23K 124 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Transition |
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| March 31, 2022 |
Exhibit 10.7 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39157 Moringa Acquisition Corp (Exa |
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| February 15, 2022 |
MACA / Moringa Acquisition Corp Class A / Moringa Sponsor US L.P. - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* Moringa Acquisition Corp (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G6S23K108 (CUSIP Number) Decem |
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| February 15, 2022 |
– Joint Filing Agreement pursuant to Rule 13d-1(k)(1) Exhibit 1 JOINT FILING AGREEMENT The undersigned parties hereby agree that this Statement on Schedule 13G filed herewith, and any amendments thereto filed hereafter by any of the undersigned parties, relating to the Class A ordinary shares, par value $0. |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* Moringa Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G6S23K116** (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 14, 2022 |
SC 13G/A 1 tm225641d21sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Moringa Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Clas |
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| February 4, 2022 |
MACA / Moringa Acquisition Corp Class A / Linden Capital L.P. - SC 13G/A Passive Investment SC 13G/A 1 d260089dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Moringa Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G6S23K108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this S |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40073 MORINGA ACQU |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40073 MORINGA ACQUISITI |
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| May 25, 2021 |
MORINGA ACQUISITION CORP BALANCE SHEET EX-99.1 2 ea141553ex99-1moringaacq.htm AUDITED BALANCE SHEET, AS OF MARCH 3, 2021 Exhibit 99.1 INDEX Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Balance Sheet F-4 –F-14 F-1 Report of Independent Registered Public Accounting Firm To the board of directors and shareholders of Moringa Acquisition Corp Opinion on the Financial Statement – Balance Sheet W |
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| May 25, 2021 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 (March 3, 2021) 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. |
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| May 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40073 MORINGA ACQUISIT |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40073 CUSIP Numbers: G6S23K 108, G6S23K 116, G6S23K 124 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition |
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| April 5, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 ea139013-8kmoringaacq.htm FORM 8-K 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): April 5, 2021 (April 5, 2021) MORINGA ACQUISITION CORP (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40073 N/A (Stat |
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| April 5, 2021 |
EX-99.1 2 ea139013ex99-1moringaacq.htm PRESS RELEASE Exhibit 99.1 Moringa Acquisition Corp Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing April 7, 2021 NEW YORK, NY, April 5, 2021 — (GLOBE NEWSWIRE) — Moringa Acquisition Corp (NasdaqCM: MACAU) (the “Company”) announced today that, commencing April 7, 2021, holders of the units sold in the Company’s initial p |
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| March 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39157 Moringa Acquisition Corp (Exa |
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| March 31, 2021 |
Exhibit 4.5 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended The following description sets forth certain material terms and provisions of the securities of Moringa Acquisition Corp (?we,? ?us? or ?our?) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). The following descriptio |
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| March 29, 2021 |
MORINGA ACQUISITION CORP BALANCE SHEET Exhibit 99.1 INDEX Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Balance Sheet F-4 – F-11 F-1 Report of Independent Registered Public Accounting Firm To the board of directors and shareholders of Moringa Acquisition Corp Opinion on the Financial Statement – Balance Sheet We have audited the accompanying balance sheet of Moringa Acquisition Corp (the “C |
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| March 29, 2021 |
Financial Statements and Exhibits, Other Events 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): March 22, 2021 (March 3, 2021) 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. |
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| March 16, 2021 |
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): March 16, 2021 (March 3, 2021) MORINGA ACQUISITION CORP (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40073 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| March 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Moringa Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) G6S23K116** (CUSIP Number) March 4, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua |
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| March 4, 2021 |
SC 13G 1 tm218737d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Moringa Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Se |
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| March 1, 2021 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Moringa Acquisition Corp (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G6S23K116 (CUSIP Number) February 19, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate b |
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| March 1, 2021 |
EX-99.A 2 d147806dex99a.htm EX-99.A Page 1 0 of 10 EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Ordinary Shares of Moringa Acquisition Corp dated as of February 19, 2021 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provis |
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| February 22, 2021 |
Other Events, Financial Statements and Exhibits 8-K 1 ea136177-8kmoringaacq.htm CURRENT REPORT 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): February 22, 2021 (February 16, 2021) MORINGA ACQUISITION CORP (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-4 |
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| February 22, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of February 19, 2021, by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File |
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| February 22, 2021 |
Exhibit 10.5.1 PRIVATE UNITS PURCHASE AGREEMENT THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of February 19, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and Moringa Sponsor US L.P., a Delaware limited partnership (the ?Purchaser?). RECITALS WHEREAS, the Company intend |
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| February 22, 2021 |
Exhibit 10.1 February 16, 2021 Moringa Acquisition Corp, 250 Park Avenue, 7th Floor, New York, NY 10177 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) to be entered into by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the ?Compa |
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| February 22, 2021 |
Indemnity Agreement, dated February 19, 2021, between the Company and Craig J. Marshak Exhibit 10.9 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 19, 2021, by and between Moringa Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Craig Marshak (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless |
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| February 22, 2021 |
Exhibit 10.5.2 PRIVATE UNITS PURCHASE AGREEMENT THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of February 19, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and EarlyBirdCapital, Inc., a New York corporation (the ?Purchaser?). RECITALS WHEREAS, the Company intends to cons |
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| February 22, 2021 |
Indemnity Agreement, dated February 19, 2021, between the Company and Eric Brachfeld Exhibit 10.12 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 19, 2021, by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and Eric Brachfeld (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unles |
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| February 22, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of February 19, 2021, is made and entered into by and among Moringa Acquisition Corp, a Cayman Islands exempted company (the ?Company?), Moringa Sponsor, L.P., a Cayman Islands exempted limited partnership (which we refer to, together with its wholly-owned subsidiary, Moringa Sponsor US L.P., |
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| February 22, 2021 |
Exhibit 10.4 Moringa Acquisition Corp 250 Park Avenue, 7th Floor New York, New York 10177 February 16, 2020 Moringa Sponsor US L.P. 250 Park Avenue, 7th Floor New York, New York 10177 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial public offering |
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| February 22, 2021 |
Exhibit 4.1 WARRANT AGREEMENT between MORINGA ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of February 19, 2021, is by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?). WHEREAS, |
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| February 22, 2021 |
Indemnity Agreement, dated February 19, 2021, between the Company and Gil Maman Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 19, 2021, by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and Gil Maman (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they |
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| February 22, 2021 |
Indemnity Agreement, dated February 19, 2021, between the Company and Ilan Levin Exhibit 10.6 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 19, 2021, by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and Ilan Levin (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless the |
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| February 22, 2021 |
Indemnity Agreement, dated February 19, 2021, between the Company and Ruth Alon Exhibit 10.10 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 19, 2021, by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and Ruth Alon (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless the |
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| February 22, 2021 |
Indemnity Agreement, dated February 19, 2021, between the Company and Michael Basch EX-10.11 16 ea136177ex10-11moringaacq.htm INDEMNITY AGREEMENT, DATED FEBRUARY 19, 2021, BETWEEN THE COMPANY AND MICHAEL BASCH Exhibit 10.11 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 19, 2021, by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Michael Basch (“Indemnitee”). RECITALS WHEREAS, highly comp |
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| February 22, 2021 |
Exhibit 1.2 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 February 16, 2021 Moringa Acquisition Corp. 250 Park Avenue, 7th Floor New York, NY 10177 Ladies and Gentlemen: This is to confirm our agreement (this ?Agreement?) whereby Moringa Acquisition Corp., a Cayman Islands exempted company (?Company?), has requested EarlyBirdCapital, Inc. (the ?Advisor?) to assist it in connec |
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| February 22, 2021 |
Moringa Acquisition Corp Announces Pricing of $100 Million Initial Public Offering February 16, 2021 Exhibit 99-1 Moringa Acquisition Corp Announces Pricing of $100 Million Initial Public Offering February 16, 2021 NEW YORK-(BUSINESS WIRE)-Moringa Acquisition Corp (the “Company”) announced today that it priced its initial public offering of 10,000,000 units at $10. |
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| February 22, 2021 |
Exhibit 1.1 10,000,000 Units MORINGA ACQUISITION CORP UNDERWRITING AGREEMENT New York, New York February 16, 2021 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Moringa Acquisition Corp, a Cayman Islands exempted company (the ?Company?), hereby confirms its agreement with EarlyBirdCapital, In |
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| February 22, 2021 |
Indemnity Agreement, dated February 19, 2021, between the Company and Dan Yalon Exhibit 10.8 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 19, 2021, by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and Dan Yalon (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they |
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| February 17, 2021 |
Moringa Acquisition Corp 10,000,000 Units Filed pursuant to Rule 424(b)(4) Registration Statement No. 333-252615 PROSPECTUS $100,000,000 Moringa Acquisition Corp 10,000,000 Units Moringa Acquisition Corp is a newly formed Cayman Islands exempted company whose purpose is to enter into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more business |
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| February 16, 2021 |
EARLYBIRDCAPITAL, INC. 366 Madison Avenue | 8th Floor New York, NY 10017 February 16, 2021 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Re: Moringa Acquisition Corp. Registration Statement on Form S-1 Registration No. 333-252615 Gentlemen: In connection with the Registration Statement on Form S-1 of Moringa Acquisi |
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| February 16, 2021 |
February 16, 2021 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| February 16, 2021 |
S-1/A 1 ea135580-s1a1moringaacq.htm AMENDMENT NO. 1 TO FORM S-1 As filed with the Securities and Exchange Commission on February 16, 2021. Registration No. 333-252615 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Moringa Acquisition Corp (Exact name of registrant as specified in its charte |
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| February 16, 2021 |
February 16, 2021 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N. |
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| February 16, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* Exhibit 4.4 WARRANT AGREEMENT between MORINGA ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [?], 2021, is by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?). WHEREAS, in conne |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Moringa Acquisition Corp (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 250 Park Avenue, 7th |
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| February 1, 2021 |
Form of Business Combination Marketing Agreement.# Exhibit 1.2 EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 , 2021 Moringa Acquisition Corp. 250 Park Avenue, 7th Floor New York, NY 10177 Ladies and Gentlemen: This is to confirm our agreement (this “Agreement”) whereby Moringa Acquisition Corp., a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with t |
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| February 1, 2021 |
Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR MORINGA ACQUISITION CORP CERTAIN DEFINITIONS CUSIP [●] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF WARRANT, EACH WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Class A ordinary shares |
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| February 1, 2021 |
Memorandum and Articles of Association.* Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF Moringa Acquisition Corp Auth Code: J06874818651 www.verify.gov.ky THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF Moringa Acquisition Corp 1 The name of the Company is Moringa Acquisition Corp. 2 The |
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| February 1, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.* Exhibit 4.4 WARRANT AGREEMENT between MORINGA ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). WHEREAS, in conne |
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| February 1, 2021 |
Form of Letter Agreement among the Registrant, its officers and directors and Moringa Sponsor LP.* Exhibit 10.2 [●], 2021 Moringa Acquisition Corp, 250 Park Avenue, 7th Floor, New York, NY 10177 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Company”), an |
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| February 1, 2021 |
Form of Private Units Purchase Agreement between the Registrant and Moringa Sponsor US LP.* Exhibit 10.6.1 PRIVATE UNITS PURCHASE AGREEMENT THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of February [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Moringa Sponsor US L.P., a Delaware limited partnership (the “Purchaser”). RECITALS WHEREAS, the Company inten |
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| February 1, 2021 |
Form of Private Units Purchase Agreement between the Registrant and EarlyBirdCapital, Inc.* Exhibit 10.6.2 PRIVATE UNITS PURCHASE AGREEMENT THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of February [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., a New York corporation (the “Purchaser”). RECITALS WHEREAS, the Company intends to con |
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| February 1, 2021 |
Specimen Warrant Certificate.(6) Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number WARRANTS THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW MORINGA ACQUISITION CORP Incorporated Under the Laws of the Cayman Islands CUSIP [●] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered ho |
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| February 1, 2021 |
Form of Underwriting Agreement.* Exhibit 1.1 10,000,000 Units MORINGA ACQUISITION CORP UNDERWRITING AGREEMENT New York, New York , 2021 EarlyBirdCapital, Inc. 366 Madison Avenue New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Moringa Acquisition Corp, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Re |
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| February 1, 2021 |
Amended and Restated Memorandum and Articles of Association of the Registrant.(3) Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF MORINGA ACQUISITION CORP (adopted by special resolution dated [ ] 2021 and effective on [ ] 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF MORINGA ACQUISITION |
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| February 1, 2021 |
Power of Attorney (included on signature page of the Registration Statement).# As filed with the Securities and Exchange Commission on February 1, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Moringa Acquisition Corp (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) |
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| February 1, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders.* Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Moringa Acquisition Corp, a Cayman Islands exempted company (the “Company”), Moringa Sponsor, L.P., a Cayman Islands exempted limited partnership (which we refer to, together with its wholly-owned subsidiary, Moringa Sponsor US L.P., a Delaw |
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| February 1, 2021 |
Exhibit 10.5 SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (“Agreement”) is made and entered into as of November 18, 2020, by and between Moringa Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Moringa Sponsor US L.P., a limited partnership formed under the laws of the State of Delaware (the “Purchaser”). WHEREAS, the Purchaser desires to purchase and Company des |
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| February 1, 2021 |
Exhibit 10.7 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Moringa Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided |
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| February 1, 2021 |
Exhibit 4.2 NUMBER SHARES MORINGA ACQUISITION CORP INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies that is the owner of CUSIP [●] FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF MORINGA ACQUISITION CORP (THE “COMPANY”) transferable on the register of members of the Company in pe |
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| February 1, 2021 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ [●], 2021], by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 3 |
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| February 1, 2021 |
Promissory Note, executed on December 9, 2020, issued by the Registrant to Moringa Sponsor US L.P.* Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| December 22, 2020 |
This confidential draft submission is being submitted confidentially to the Securities and Exchange Commission on December 22, 2020 and is not being filed under the Securities Act of 1933, as amended. |
