UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 1.02. Termination of Material Definitive Agreement
On August 7, 2023, Moringa Acquisition Corp, a Cayman Islands exempted company (“Moringa” or the “SPAC”) received from Holisto Ltd., an Israeli company (“Holisto”), a notice that stated that Holisto was terminating the Business Combination Agreement (as amended, the “Business Combination Agreement”), dated as of June 9, 2022, by and among Moringa, Holisto, and Holisto MergerSub, Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Holisto (“Merger Sub”). Pursuant to the termination notice, effective as of the end of the day on August 8, 2023, all rights and obligations of each party to the Business Combination Agreement ceased, except for the obligations of each party to the Business Combination Agreement that were intended to survive such termination, in accordance with the applicable provisions of the Business Combination Agreement, which surviving obligations shall remain in effect in accordance with their respective terms.
The termination notice was provided by Holisto in accordance with Section 7.1(j) of the Business Combination Agreement, under which either Moringa or Holisto could terminate the agreement upon notice to the other party, given that the business combination between the parties was not consummated on or prior to January 1, 2023.
For more information concerning the Business Combination Agreement please see the text of the agreement, which was previously filed as Exhibit 2.1 to Moringa’s Current Report on Form 8-K filed with the SEC on June 13, 2022, as amended by (a) Amendment No. 1 to the Business Combination Agreement, which was previously filed as Exhibit 10.1 to Moringa’s Current Report on Form 8-K filed with the SEC on August 17, 2022, and (b) Amendment No. 2 to the Business Combination Agreement, which was previously filed as Exhibit 10.1 to Moringa’s Current Report on Form 8-K filed with the SEC on January 4, 2023, each of which is incorporated by reference herein.
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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 10, 2023 |
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