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
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by the Registrant ☒
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by a Party other than the Registrant ☐
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Preliminary
Proxy Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive
Proxy Statement |
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Definitive
Additional Materials |
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Soliciting
Material under §240.14a-12 |
Moringa
Acquisition Corp
(Name
of Registrant as Specified In Its Charter)
N/A
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
On August 15, 2023, Moringa Acquisition Corp (“Moringa”) issued a press release in connection with the upcoming extraordinary
general meeting in lieu of 2023 annual general meeting of Moringa to be held at 9:00 a.m. Eastern Time/4:00 p.m. local (Israel) time
on August 16, 2023 (the “Extraordinary Meeting”). Moringa indicated in its press release that if the proposals related
to the extension of the date by which Moringa has to consummate an initial business combination from August 19, 2023 to August 19, 2024
(or such earlier date as may be determined by Moringa’s board of directors in its sole discretion) are approved at the Extraordinary
Meeting and the extension is implemented, Moringa’s sponsor, or its designees, will make monthly contributions to Moringa’s
trust account. The text of the subject press release appears below:

MORINGA
ACQUISITION CORP ANNOUNCES CONTRIBUTION TO TRUST ACCOUNT IN CONNECTION WITH PROPOSED EXTENSION
New
York, NY, August 15, 2023 — 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 Company to be held at 9:00 a.m. Eastern Time/4:00 p.m. local (Israel) time on August 16, 2023 (the “Extraordinary
Meeting”) for the purpose of considering and voting on, among other proposals, a proposal to extend the date by which the Company
must consummate an initial business combination (the “Extension”) from August 19, 2023 (the “Current Termination
Date”) to August 19, 2024 or such earlier date as may be determined by the Company’s board of directors, in its sole
discretion (such new termination date, the “Extension Date”), 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 make additional contributions to the Company’s trust account following the approval and implementation of the Extension.
If
the requisite shareholder proposals are approved at the Extraordinary Meeting and the Extension is implemented, the Sponsor or its 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 Current Termination Date, and the 19th day of each subsequent calendar
month until, but excluding, the Extension Date, the lesser of (x) $15,000 and (y) $0.025 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 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 trust account
or will be forfeited, eliminated or otherwise forgiven. Any Contribution is conditioned on the approval of the requisite shareholder
proposals at the Extraordinary Meeting 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, or (ii) the liquidation, and distribution
of the proceeds from, the trust account.
Further
information related to attendance, voting and the proposals to be considered and voted on at the Extraordinary Meeting is described in
the definitive proxy statement related to the Extraordinary Meeting filed by the Company with the Securities and Exchange Commission
(the “SEC”) on July 26, 2023 (the “Definitive Proxy Statement”), as supplemented by Moringa’s
supplemental notification regarding the Extraordinary Meeting filed with the SEC under cover of Schedule 14A on August 10, 2023 (the
“Supplement”).
About
Moringa Acquisition Corp
Moringa
Acquisition Corp is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses. The Company is led by Ilan Levin, Chairman
and CEO of the Company, and Gil Maman, Chief Financial Officer of the Company.
Forward
Looking Statements
This
press release 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 press
release 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, as supplemented by the Supplement,
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: 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.
Contacts
Gil
Maman, Moringa Acquisition Corp– gil@moringaac.com
2
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