MACAU Moringa Acquisition Corporation

 

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.R.S. Employer
of incorporation)				Identification No.)

 

250 Park Avenue, 7th Floor
New York, NY		11040
(Address of Principal Executive Offices)		(Zip Code)

 

(212) 572-6395

Registrant’s telephone number, including area code

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant		MACAU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		MACA		The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50		MACAW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

  

 

Item 1.01. Entry into a Material Definitive Agreement.

 

Trust Agreement Amendment

 

On August 18, 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, as amended on February 9, 2023 (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 August 19, 2023 to August 19, 2024, or such earlier date as determined by the Company’s board of directors (the “Board”) (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.

 

Issuance of New Promissory Note to Sponsor

 

On August 18, 2023, the Company issued a new promissory note (the “New Note”) in a principal amount of up to $154,505.76 to Moringa Sponsor LP (the “Sponsor”) in connection with the Extension. The New Note represents the Company’s obligation to repay $12,875.48 per month, or up to $154,505.76 in total, of funds to be contributed by the Sponsor to the Company’s trust account (the “Trust Account”) on or before August 19, 2023, and the 19th day of each subsequent calendar month until August 19, 2024 or such earlier date that the Board determines to liquidate the Company or the date an initial business combination is completed.

 

The New 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 New Note, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

 

Extension of Existing Sponsor Promissory Notes

 

On August 18, 2023, in connection with the Extension, the Company and the Sponsor executed amendments to all existing promissory notes issued by the Company to the Sponsor (other than the First Extension Note, as defined below, and the promissory note dated June 14, 2023, for which the maturity date became August 19, 2024 automatically upon approval of the Extension by the Company’s shareholders) in order to extend the maturity date on which such notes must be repaid to the earlier of August 19, 2024 or the date on which the Company consummates its initial business combination. The form of amendment to each such existing promissory note is attached as Exhibit 10.3 hereto and is incorporated herein by reference.

 

The maturity date of the promissory note in an amount of $480,000, dated as of February 7, 2023, issued by the Company to the Sponsor, representing the Company’s obligation to repay the Sponsor’s contributions to the Trust Account in connection with the previous, six-month extension of the deadline for the Company’s initial business combination to August 19, 2023 (the “First Extension Note”), was not amended. The maturity date for the First Extension Note remains 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.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

 

The disclosure under the headings “Issuance of New Promissory Note to Sponsor” and “Extension of Existing Sponsor Promissory Notes” 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 August 18, 2023, the Company filed two amendments (the “Extension Amendment” and “Conversion 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 August 19, 2023 to August 19, 2024, or such earlier date as determined by the Board. The Conversion Amendment amends certain provisions of the Amended and Restated Articles in order to allow each holder of the Company’s Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares”) to convert such shares into the Company’s Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), on a one-for-one basis at any time prior to the closing of a business combination, at the election of such holder.

 

The foregoing description is qualified in its entirety by reference to the Extension Amendment and Conversion Amendment, copies of which are attached as Exhibits 3.1 and 3.2, respectively, hereto and which are incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On August 18, 2023, the Company reconvened its extraordinary general meeting in lieu of 2023 annual general meeting (the “Meeting”), after the Meeting had been adjourned on its originally scheduled date of August 16, 2023. At the reconvened Meeting, the Company’s shareholders approved the following items: (i) a proposal to adopt, by way of special resolution, the Extension Amendment to the Amended and Restated Articles (the “Articles Extension Proposal”); (ii) a proposal to adopt the Trust Agreement Amendment (the “Trust Extension Proposal”); and (iii) a proposal to approve, by way of special resolution, the Conversion Amendment to the Amended and Restated Articles (the “Conversion Amendment Proposal”).

 

The affirmative vote of at least two-thirds (2/3) of the ordinary shares of the Company (consisting of the Class A ordinary shares and the Class B ordinary shares, voting together) (the “Ordinary Shares”) voted at the Meeting was required to approve each of the Articles Extension Proposal and the Conversion Amendment Proposal, and the affirmative vote of at least 65% of the outstanding Ordinary Shares entitled to vote thereon was required to approve the Trust Extension Proposal.

  

Each of the proposals presented at the Meeting was duly approved by the requisite majority of the ordinary shares of the Company needed for approval of that proposal (as described above). Set forth below are the final voting results for each of the proposals:

 

Articles Extension Proposal

 

The Articles Extension Proposal was approved by 90.3% of the Ordinary Shares present and voting on the proposal. The voting results of the Ordinary Shares were as follows:

 

For		Against		Abstain
4,870,059		523,208		0

 

Trust Extension Proposal

 

The Trust Extension Proposal was approved by 81.9% of the issued and outstanding Ordinary Shares (all of which were entitled to vote on the proposal). The voting results of the Ordinary Shares were as follows:

 

For		Against		Abstain
4,870,059		523,208		0

 

Conversion Amendment Proposal 

 

The Conversion Amendment Proposal was approved by 99.1% of the Ordinary Shares present and voting on the proposal. The voting results of the Ordinary Shares were as follows: 

 

For		Against		Abstain
5,343,163		50,004		100

 

 

Item 8.01. Other Events.

 

On August 18, 2023, upon the implementation of the Conversion Amendment and the Extension, the Sponsor voluntarily elected to convert 2,874,999 Class B ordinary shares to Class A ordinary shares, on a one-for-one basis, in accordance with the Amended and Restated Articles, as amended by the Conversion Amendment (the “Class B Conversion”).

 

Additionally, in connection with the implementation of the Extension, the Company’s public shareholders elected to redeem 2,074,548 Class A ordinary shares (the “Redemption”).

 

Upon completion of the Class B Conversion and the Redemption, 3,870,018 Class A ordinary shares (consisting of 515,019 publicly held Class A ordinary shares, 2,874,999 Sponsor-held founder Class A ordinary shares (converted from Class B ordinary shares), 380,000 private Class A ordinary shares (held by the Sponsor and EarlyBirdCapital, Inc., in the aggregate), and 100,000 “representative” Class A ordinary shares held by EarlyBirdCapital, Inc.) and one Class B ordinary share (held by the Sponsor) will remain issued and outstanding.

  

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
3.1		Extension Amendment to the Amended and Restated Memorandum and Articles of Association of the Company
3.2		Conversion Amendment to the Amended and Restated Memorandum and Articles of Association of the Company
10.1		Second Amendment, dated as of August 18, 2023, to Investment Management Trust Agreement, dated as of February 19, 2021
10.2		Promissory Note, dated August 18, 2023
10.3		Form of Amendment to Existing Promissory Notes, dated August 18, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	MORINGA ACQUISITION CORP
	By:	/s/ Gil Maman
	Name:	Gil Maman
	Title:	Chief Financial Officer

 

Date: August 22, 2023

 

 

4

 

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 of the IPO or such earlier date as determined by the Board, or such later time as the Members may approve in accordance with the Articles, the Company shall:

 

(a) cease all operations except for the purpose of winding up;

 

(b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and.

 

(c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.”

 

(ii) Article 49.8 of the Articles of Association of the Company be deleted in its entirety and replaced as follows:

 

“In the event that any amendment is made to the Articles:

 

(a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or an amendment to these Articles prior thereto or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 42 months from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles; or

 

(b) with respect to any other provision relating to Members’ rights or pre-Business Combination activity,

 

each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.”

 

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 Ratio”) (a) at any time and from time to time at the option of the holder thereof and (b) automatically concurrently with or immediately following the closing of the Business Combination.

 

(ii) Article 17.3 of the Articles of Association of the Company be deleted in its entirety and replaced as follows:

 

“Notwithstanding the Initial Conversion Ratio, in the case that additional Class A Shares or any other Equity-linked Securities, are issued, or deemed issued, by the Company in excess of the amounts offered in the IPO and related to the consummation of a Business Combination, all Class B Shares in issue (and not otherwise previously converted into Class A Shares) shall automatically convert into Class A Shares at the time of the consummation of a Business Combination at a ratio for which the Class B Shares shall convert into Class A Shares will be adjusted (unless the holders of a majority of the Class B Shares in issue agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, on an as-converted basis, in the aggregate, 20 per cent of the sum of all Class A Shares and Class B Shares (excluding any such Class B Shares that have otherwise previously been converted into Class A Shares) in issue upon completion of the IPO plus all Class A Shares and Equity-linked Securities issued or deemed issued in connection with a Business Combination (net of redemptions pursuant to Article 49 hereof), excluding any Shares or Equity-linked Securities issued, or to be issued, to any seller in a Business Combination and any Private Warrants issued to the Sponsor or its Affiliates or any Officers or Directors upon conversion of working capital loans made to the Company.”

 

(iii) Article 17.4 of the Articles of Association of the Company be deleted in its entirety and replaced as follows:

 

“Notwithstanding anything to the contrary contained herein, the foregoing adjustment to the Initial Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional Class A Shares or Equity-linked Securities by the written consent or agreement of holders of a majority of the Class B Shares then in issue (and not otherwise previously converted into Class A Shares) consenting or agreeing separately as a separate class in the manner provided in the Variation of Rights of Shares Article hereof.”

 

(iv) Article 17.5 of the Articles of Association of the Company be deleted in its entirety and replaced as follows:

 

“The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by share consolidation, exchange, reclassification, recapitalisation or otherwise) or similar reclassification or recapitalisation of the Class A Shares in issue into a greater or lesser number of Shares occurring after the original filing of the Articles without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalisation of the Class B Shares in issue (and not otherwise previously converted into Class A Shares).”

 

(v) Article 17.6 of the Articles of Association of the Company be deleted in its entirety and replaced as follows:

 

“Each Class B Share shall convert into its pro rata number of Class A Shares pursuant to this Article. The pro rata share for each holder of Class B Shares will be determined as follows: each Class B Share shall convert into such number of Class A Shares as is equal to the product of 1 multiplied by a fraction, the numerator of which shall be the total number of Class A Shares into which all of the Class B Shares in issue (and not otherwise previously converted into Class A Shares) shall be converted pursuant to this Article and the denominator of which shall be the total number of Class B Shares in issue at the time of conversion and not otherwise previously converted into Class A Shares.”

 

(vi) Article 49.10 of the Articles of Association of the Company be deleted in its entirety and replaced as follows:

 

“Except in connection with the conversion of Class B Shares into Class A Shares pursuant to the Class B Ordinary Share Conversion Article hereof where the holders of such Shares have waived any right to receive funds from the Trust Fund, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:

 

(a)

receive funds from the Trust Account; or

 

(b)

vote as a class with Public Shares on a Business Combination.”

 

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”).

 

WHEREAS, the parties hereto are parties to that certain Investment Management Trust Agreement dated as of February 19, 2021, as amended on February 9, 2023 (the “Trust Agreement”);

 

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account established for the benefit of the Company and the Public Shareholders under the circumstances described therein;

 

WHEREAS, Section 6(c) of the Trust Agreement provides that Section 1(i) of the Trust Agreement may only be changed, amended or modified with the affirmative vote of at least sixty five percent (65%) of the then outstanding Class A ordinary shares and Class B ordinary shares, voting together as a single class;

 

WHEREAS, pursuant to an extraordinary general meeting of the Company held on the date hereof, at least sixty five percent (65%) of the outstanding Class A ordinary shares and Class B ordinary shares, voting together as a single class, voted affirmatively to approve (i) this Amendment Agreement and (ii) a corresponding amendment to the Company’s amended and restated memorandum and articles of association (the “Articles Extension”); and

 

WHEREAS, each of the Company and the Trustee desires to amend the Trust Agreement as provided herein concurrently with the effectiveness of the Articles Extension.

 

NOW THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

 

1. Definitions. Capitalized terms contained in this Amendment Agreement, but not specifically defined herein, shall have the meanings ascribed to such terms in the Trust Agreement.

 

2. Amendments to the Trust Agreement.

 

(a) Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:

 

“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer or Chairman of the board of directors of the Company (the “Board”), and in the case of Exhibit A, jointly signed by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit B, less up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (i) forty-two (42) months after the closing of the Offering (or such earlier date as determined by the Board) and (ii) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated and dissolved in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Shareholders.”

 

 

(b) Effective as of the execution hereof, Exhibit B of the Trust Agreement is hereby amended and restated, in the form attached hereto, to implement a corresponding change to the foregoing amendment to Section 1(i) of the Trust Agreement.

 

3. No Further Amendment. The parties hereto agree that except as provided in this Amendment Agreement, the Trust Agreement shall continue unmodified, in full force and effect and constitute legal and binding obligations of the parties thereto in accordance with its terms. This Amendment Agreement forms an integral and inseparable part of the Trust Agreement. This Amendment Agreement is intended to be in full compliance with the requirements for an amendment to the Trust Agreement as required by Section 6(c) and Section 6(d) of the Trust Agreement, and any defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.

 

4. References.

 

(a) All references to the “Trust Agreement” (including “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement”) in the Trust Agreement shall refer to the Trust Agreement as amended by this Amendment Agreement; and

 

(b) All references to the “amended and restated memorandum articles of association” in the Trust Agreement shall mean the Company’s amended and restated memorandum articles of association as amended by the Articles Extension.

 

5. Governing Law. This Amendment Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

 

6. Counterparts. This Amendment Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Amendment Agreement by electronic transmission shall constitute valid and sufficient delivery thereof.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties have duly executed this Amendment Agreement as of the date first written above.

 

	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	By:	/s/ Francis Wolf
		Name:	Francis Wolf
		Title:	Vice President
	MORINGA ACQUISITION CORP
	By:	/s/ Ilan Levin
		Name:	Ilan Levin
		Title:	Chairman of the Board (Director) and CEO

 

 

EXHIBIT B
[Letterhead of Company]
[Insert date]

 

Continental Stock Transfer & Trust Company
1 State Street, 30^th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste Gonzalez

 

Re:

Trust Account — Termination Letter

 

Dear Mr. Wolf and Ms. Gonzalez:

 

Pursuant to Section ‎1(i) of the Investment Management Trust Agreement between Moringa Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of February 19, 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

 

In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected [______, 20___]¹ as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.

 

	Very truly yours,
	Moringa Acquisition Corp
	By:
		Name:
		Title:

 

cc:	EarlyBirdCapital, Inc.

 

1

[__], 2023 or at a later date, if extended, unless an earlier date is determined by the Company’s Board of Directors.

 

 

4

 

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 MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

 

PROMISSORY NOTE

 

Principal Amount: Up to $154,505.76

Dated as of August 18, 2023

 

Moringa Acquisition Corp, a Cayman Islands exempted company (the “Maker”), promises to pay to Moringa Sponsor L.P., a Delaware limited partnership, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to One Hundred Fifty-Four Thousand Five Hundred Five Dollars and Seventy-Six Cents ($154,505.76) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note.

 

1. Principal. The principal balance of this Note shall be payable on the earliest to occur of (i) the date on which Maker consummates its initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”) and (ii) the date that the winding up of Maker is effective (such date, the “Maturity Date”). The Payee understands that if a Business Combination is not consummated, this Note will be repaid solely to the extent that the Maker has funds available to it outside of its trust account established in connection with its initial public offering of its securities (the “Trust Account”), and that all other amounts will be contributed to capital, forfeited, eliminated or otherwise forgiven or eliminated. Any outstanding principal amount under this Note may be prepaid at any time by the Maker, at its election and without penalty.

 

2. Interest. No interest shall accrue on the unpaid principal balance of this Note.

 

3. Drawdown Requests. The principal of this Note may be drawn down from time to time prior to the Maturity Date upon request from Maker to Payee (each, a “Drawdown Request”); provided, however, that Payee’s obligation to fund each Drawdown Request shall be subject to Payee’s approval which may be withheld in Payee’s sole discretion. Subject to Payee’s approval to fund each Drawdown Request, Payee shall fund each Drawdown Request within five (5) business days after receipt of such Drawdown Request; provided, however, that Payee shall fund up to Twelve Thousand Eight Hundred Seventy-Five Dollars and Forty-Eight Cents ($12,875.48) on or before August 19, 2023 (the “Initial Drawdown”); provided, further, that the maximum amount of drawdowns collectively under this Note, including the Initial Drawdown, is One Hundred Fifty-Four Thousand Five Hundred Five Dollars and Seventy-Six Cents ($154,505.76). Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.

 

4. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

 

 

5. Events of Default. The following shall constitute an event of default (“Event of Default”):

 

(a) Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the date specified in Section 1 above.

 

(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

 

(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

 

6. Remedies.

 

(a) Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

 

(b) Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

 

7. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

 

8. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

 

 

9. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service to the address designated in writing by such party, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic mail, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

 

10. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ISRAEL, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

 

11. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

12. Trust Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the Trust Account and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.

 

13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker and Payee.

 

14. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, Maker and Payee, intending to be legally bound hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.

 

	Moringa Acquisition Corp
	By:	/s/ Gil Maman
	Name:	Gil Maman
	Title:	CFO

 

Acknowledged and Agreed:

 

moringa sponsor, lp
By:	/s/ Ilan Levin
Name:	Ilan Levin
Title:	Authorized Signatory

 

[Signature Page to Promissory Note]

 

 

4

 

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 of up to $_________ (the “Principal Amount”), on the terms and conditions described in the promissory note signed and delivered by the Maker to the Payee (the “Note”) [and as amended on February 9, 2023 (the “First Amendment”)]; and

 

WHEREAS, each of the Maker and the Payee desires to further amend the Note as provided herein.

 

NOW THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

 

1. Definitions. Capitalized terms contained in this Amendment, but not specifically defined herein, shall have the meanings ascribed to such terms in the Note.

 

2. Amendments to the Note. Effective as of August 18, 2023, the reference to “August 19, 2023” in Section 1 of the Note (Repayment or Conversion of Principal), shall be replaced with: “August 19, 2024”.

 

3. No Further Amendment. The parties hereto agree that except as provided in this Amendment [and the First Amendment], the Note shall continue unmodified, in full force and effect and constitute legal and binding obligations of the Maker in accordance with its terms. This Amendment forms an integral and inseparable part of the Note. This Amendment is intended to be in full compliance with the requirements for an amendment to the Note as required by Section 13 of the Note, and any defect in fulfilling such requirements for an effective amendment to the Note is hereby ratified, intentionally waived and relinquished by all parties hereto.

 

4. References. All references to the “Note” (including “hereof,” “herein,” “hereunder,” “hereby” and “this Note”) in the Note shall refer to the Note as amended by this Amendment.

 

5. Governing Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Israel, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

 

6. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Amendment by electronic transmission shall constitute valid and sufficient delivery thereof.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first written above.

 

	MORINGA SPONSOR, LP
	By:	/s/ Ilan Levin
		Name: Ilan Levin
		Title: Director
	MORINGA ACQUISITION CORP
	By:	/s/ Gil Maman
		Name: Gil Maman
		Title: CFO

 

 

 

 

v3.23.2

Cover	Aug. 22, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 22, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-40073
Entity Registrant Name	MORINGA ACQUISITION CORP
Entity Central Index Key	0001835416
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	250 Park Avenue
Entity Address, Address Line Two	7th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11040
City Area Code	212
Local Phone Number	572-6395
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant
Trading Symbol	MACAU
Security Exchange Name	NASDAQ
Class A ordinary shares, par value $0.0001 per share
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	MACA
Security Exchange Name	NASDAQ
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Title of 12(b) Security	Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Trading Symbol	MACAW
Security Exchange Name	NASDAQ

---