Item 1.01. Entry into a Material Definitive Agreement.
On February 9, 2023, upon the shareholders' approval of the Trust Extension
Proposal (as defined below), Moringa Acquisition Corp (the "Company"), entered
into an amendment (the "Trust Agreement Amendment") to the Investment Management
Trust Agreement, dated February 19, 2021 (the "Trust Agreement"), by and between
the Company and Continental Stock Transfer & Trust Company, as trustee, to allow
the extension of the date by which the Company must consummate its initial
business combination from February 19, 2023 to August 19, 2023, or such earlier
date as determined by the Company's board of directors (the "Extension").
The foregoing description is qualified in its entirety by reference to the Trust
Agreement Amendment, a copy of which is attached as Exhibit 10.1 hereto and is
incorporated herein by reference.
On February 9, 2023, the Company issued a promissory note (the "Note") in the
principal amount of up to $480,000 to Moringa Sponsor LP (the "Sponsor"), in
connection with the Extension. The Sponsor will pay $80,000 of such funds to the
Company's trust account (the "Trust Account") on or before February 19, 2023,
and the 19th day of each subsequent calendar month until August 19, 2023 or such
earlier date that the board determines to liquidate the Company or the date an
initial business combination is completed.
The Note bears no interest and is repayable in full upon the earlier of (a) the
date of the consummation of the Company's initial business combination, or (b)
the date of the liquidation of the Company.
The foregoing description is qualified in its entirety by reference to the Note,
a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by
reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 2.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On February 9, 2023, the Company filed an amendment (the "Extension Amendment")
to the Company's Amended and Restated Memorandum and Articles of Association
(the "Amended and Restated Articles") with the Registrar of Companies in the
Cayman Islands. The Extension Amendment extends the date by which the Company
must consummate its initial business combination from February 19, 2023 to
August 19, 2023, or such earlier date as determined by the Company's board of
directors.
The foregoing description is qualified in its entirety by reference to the
Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto and is
incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On February 9, 2023, the Company held an extraordinary general meeting in lieu
of the 2022 annual general meeting of the Company (the "Meeting"). At the
Meeting, the Company's shareholders approved the following items: (i) a proposal
to amend, by way of special resolution, an amendment to the Amended and Restated
Articles to extend the date by which Moringa has to consummate a business
combination from February 19, 2023 to August 19, 2023 or such earlier date as
may be determined by the Board in its sole discretion (the "Articles Extension
Proposal"); (ii) a proposal to amend the Company's investment management Trust
Agreement to extend the date by which the Company would be required to
consummate a business combination from the February 19, 2023 August 19, 2023, or
such earlier date as may be determined by the Board in its sole discretion (the
"Trust Extension Proposal"); and (iii) a proposal to approve, by way of ordinary
resolution of the holders of the Class B ordinary shares, the re-appointment of
each of Ilan Levin, Craig Marshak, Ruth Alon, Michael Basch, and Eric Brachfeld
as directors serving on the Board until the second succeeding annual general
meeting of the Company and until their successors are elected and qualified (the
"Director Election Proposal").
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The affirmative vote of at least two-thirds (2/3) of the ordinary shares of the
Company (the "Ordinary Shares") voted at the Meeting was required to approve the
Charter Extension Proposal, the affirmative vote of at least 65% of the
outstanding Ordinary Shares entitled to vote thereon was required to approve the
Trust Extension Proposal and the affirmative vote of a at least a majority of
the Class B Ordinary Shares voting on the Director Proposal was required for the
re-election of each of the directors in the Director Proposal. 8,910,433 Class A
Ordinary Shares were redeemed in connection with the Extension resulting in
3,069,567 Class A Ordinary Shares (including those underlying the private units
issued in connection with the Company's initial public offering) outstanding.
Set forth below are the final voting results for each of the proposals:
Articles Extension Proposal
The Articles Extension Proposal was approved. The voting results of the Ordinary
Shares were as follows:
For Against Abstain
12,541,409 213,142 3,568
Trust Extension Proposal
The Trust Extension Proposal was approved. The voting results of the Ordinary
Shares were as follows:
For Against Abstain
12,541,409 213,142 3,568
Director Election Proposal
The Director Proposal was approved, and each of Ilan Levin, Craig Marshak, Ruth
Alon, Michael Basch, and Eric Brachfeld were re-elected to the Company's board
of directors. The voting results of the Class B Ordinary Shares for each of the
nominees were as follows:
For Against Abstain
2,875,000 0 0
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Amendment to the Amended and Restated Memorandum and Articles of
Association of the Company
10.1 Amendment to Investment Management Trust Agreement, dated as of
February 9, 2023
10.2 Promissory Note
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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