Item
8.01. Other Events.
As
previously disclosed, Moringa Acquisition Corp (“Moringa” or the “Company”) has called an extraordinary
general meeting in lieu of the 2022 annual general meeting of shareholders of the Company to be held at 9:00 a.m. Eastern Time/4:00 p.m.
local (Israel) time on February 7, 2023 (the “Extraordinary Meeting”) for the sole purpose of considering and voting
on, among other proposals, (i) a proposal to approve, by way of special resolution, an amendment to Moringa’s Amended and Restated
Memorandum and Articles of Association (the “Articles Amendment”) to extend the date by which Moringa has to consummate
an initial business combination (the “Extension”) from February 19, 2023 (the “Original Termination Date”)
to August 19, 2023 or such earlier date as may be determined by Moringa’s board of directors in its sole discretion (such date,
the “Extension Date”, and such proposal, the “Articles Extension Proposal”) and (ii) a proposal
to amend the Investment Management Trust Agreement, dated as of February 19, 2021, by and between the Company and Continental Stock Transfer
& Trust Company, to provide for the Extension to the Extension Date pursuant to the Articles Amendment (the “Trust Extension
Proposal”). Each such proposal is described in more detail in the definitive proxy statement related to the Extraordinary Meeting
filed by the Company with the Securities and Exchange Commission (the “SEC”) on January 5, 2023 (the “Definitive
Proxy Statement”).
On
January 26, 2023, the Company issued a press release announcing that if the Articles Extension Proposal and the Trust Extension Proposal
are approved at the Extraordinary Meeting and the Extension is implemented, the Company’s sponsor, Moringa Sponsor, L.P., and/or
its wholly-owned subsidiary Moringa Sponsor (US) L.P. (collectively, the “Sponsor”), or the Sponsor’s designees
will deposit into the Company’s trust account as a loan (a “Contribution”, and the Sponsor or its designee making
such Contribution, a “Contributor”), on the Original Termination Date, and on the 19th day of each subsequent calendar
month until the Extension Date, the lesser of (x) $80,000 and (y) $0.04 per public share multiplied by the number of public shares outstanding
on such applicable date (each date on which a Contribution is to be deposited into the Company’s trust account, a “Contribution
Date”).
The
Company has not asked the Sponsor to reserve for, nor has the Company independently verified whether the Sponsor will have sufficient
funds to satisfy, any such Contributions. If a Contributor fails to make a Contribution by an applicable Contribution Date, the Company
will liquidate and dissolve as soon as practicable after such date and in accordance with the Company’s Amended and Restated Memorandum
and Articles of Association, as amended. The Contributions will be evidenced by a non-interest bearing, unsecured promissory note and
will be repayable by the Company upon consummation of an initial business combination. If the Company does not consummate an initial
business combination by the Extension Date, any such promissory notes will be repaid only from funds held outside of the Company’s
trust account or will be forfeited, eliminated or otherwise forgiven. Any Contribution is conditioned on the approval of the Articles
Extension Proposal and the Trust Extension Proposal and the implementation of the Extension. No Contribution will occur if such proposals
are not approved or the Extension is not implemented. If the Company has consummated an initial business combination or announced its
intention to commence winding up prior to any Contribution Date, any obligation to make Contributions will terminate.
The
Company expects that the proceeds held in the trust account will continue to be invested in United States government treasury bills with
a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule
2a-7 under the Investment Company Act of 1940, as amended, as determined by the Company, or in an interest bearing demand deposit account,
until the earlier of: (i) the completion of the Company’s initial business combination, and (ii) the liquidation, and distribution
of the proceeds from, the trust account.
As
previously disclosed, on June 9, 2022, Moringa entered into a definitive business combination agreement with Holisto Ltd., an Israeli
company and a tech-powered online travel agency, which aims to make hotel booking affordable and personalized for consumers, and Holisto’s
wholly-owned subsidiary, Holisto MergerSub, Inc. On August 17, 2022 and January 1, 2023,
the parties entered into amendments to the business combination agreement, as described in the Company’s Current Reports on Form
8-K filed with the SEC on August 17, 2022 and January 4, 2023.
A
copy of the accompanying press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Forward
Looking Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the
United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the
use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,”
“assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions.
Such statements may include, but are not limited to, statements regarding the approval of certain shareholder proposals at the Extraordinary
Meeting, the implementation of the Extension or any Contributions to the trust account. These statements are based on current expectations
on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ
significantly, including those risks set forth in the Definitive Proxy Statement, the Company’s most recent Annual Report on Form
10-K and subsequent Quarterly Reports on Form 10-Q and other documents filed with the SEC. Copies of such filings are available on the
SEC’s website at www.sec.gov. The Company does not assume any obligation to update or revise any such forward-looking statements,
whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
Additional
Information and Where to Find It
The
Definitive Proxy Statement has been mailed to the Company’s shareholders of record as of the record date for the Extraordinary
Meeting. Investors and security holders of the Company are advised to read the Definitive Proxy Statement because it contains important
information about the Extraordinary Meeting and the Company. Investors and security holders of the Company may also obtain a copy of
the Definitive Proxy Statement, as well as other relevant documents that have been or will be filed by the Company with the SEC, without
charge and once available, at the SEC’s website at www.sec.gov or by directing a request to: or by directing a request to: Advantage
Proxy, Inc., P.O. Box 13581, Des Moines, WA 98198; Telephone—Toll
Free: (877) 870-8565; Collect: (206) 870-8565; Email: ksmith@advantageproxy.com.
Participants
in the Solicitation
The
Company and certain of its directors and executive officers and other persons may be deemed to be participants in the solicitation of
proxies from the Company’s shareholders in respect of the proposals to be considered and voted on at the Extraordinary Meeting.
Information concerning the interests of the directors and executive officers of the Company is set forth in the Definitive Proxy Statement,
which may be obtained free of charge from the sources indicated above.
