8-K

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):

June 24, 2024

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

Waiver Under Amended and Restated Business Combination Agreement

As previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2024 (the “Prior Form 8-K”), Moringa Acquisition Corp, a Cayman Islands exempted company (“Moringa” or the “SPAC”), is party to an amended and restated business combination agreement (the “Business Combination Agreement”), dated April 3, 2024, by and among Moringa, Biomotion Sciences, a Cayman Islands exempted company (“Biomotion Sciences” or “TopCo”), August M.S. Ltd., an Israeli company and a wholly owned subsidiary of TopCo (“Merger Sub 1”), Moringa Acquisition Merger Sub Corp, a Cayman Islands exempted company and a wholly owned subsidiary of TopCo (“Merger Sub 2”) (the foregoing parties collectively, including Moringa, the “Moringa Parties”), and Silexion Therapeutics Ltd., an Israeli company (“Silexion”).

The Business Combination Agreement and the business combination transactions involving the Moringa Parties and Silexion contemplated under that agreement (the “Business Combination”) are described in the Prior Form 8-K, which description is incorporated by reference herein and may be viewed at the following link: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001835416/000121390024029646/ea0203204-8k_moringa.htm.

On June 18, 2024, Moringa, on behalf of the Moringa Parties, entered into a letter agreement (the “Waiver Letter”) with Silexion that waived and/or modified certain financing-related and other terms of the Business Combination Agreement.

Under the Waiver Letter, Moringa and each other Moringa Party agreed to waive Silexion’s obtaining at least $3.5 million of equity financing from investors as a condition precedent to the obligations of the Moringa Parties to complete the Business Combination, which financing had not been obtained to date by Silexion.

In consideration of that waiver by the Moringa Parties, Silexion agreed to waive the condition precedent of its own obligation to complete the Business Combination that Moringa’s sponsor (Moringa Sponsor, LP, a Cayman Islands exempted limited partnership and/or its wholly-owned subsidiary, Moringa Sponsor US L.P., a Delaware limited partnership) (collectively, the “Sponsor”) invest at least $350,000 in Biomotion Sciences (the “Sponsor Investment”). As part of that waiver by Silexion, while the Sponsor will no longer be required to complete the Sponsor Investment, it will nevertheless be entitled to be issued, upon completion of the Business Combination, 1,382,325 of the TopCo ordinary shares to which it could have potentially been entitled in connection with the Sponsor Investment, without being subject to a surrender of a portion of those shares due to a deficiency in the amount of its investment, as had been provided for by the Business Combination Agreement.

The Waiver Letter also increased the cap on the amount of working capital and other loans by the Sponsor to Moringa for which the Sponsor may be repaid via conversion of loaned amounts into ordinary shares of TopCo following the closing of the Business Combination, from $5.2 million to $5.5 million. Under the Business Combination Agreement, that capped amount will be reduced by any fee or expense that will be paid or owed by Moringa under the business combination marketing agreement to which it is party with EarlyBirdCapital, Inc., which served as the representative of the underwriters for Moringa’s initial public offering.

As an additional matter, the Waiver Letter provides that commencing upon the closing of the Business Combination, Ilan Levin, the current Chairman and Chief Executive Officer of Moringa who will serve as a director of TopCo (which will be the publicly-traded parent company upon the closing of the Business Combination), will be entitled to a monthly fee of $10,000 for a period of 36 months.

The foregoing description of the Waiver Letter is qualified in its entirety by the terms and conditions of the Waiver Letter, a copy of which is attached as Exhibit 10.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Waiver Letter, dated June 18, 2024, under the Amended and Restated Business Combination Agreement, dated as of April 3, 2024, by and among Biomotion Sciences, August M.S. Ltd., Moringa Acquisition Merger Sub Corp, Silexion Therapeutics Ltd. and Moringa Acquisition Corp
104	Cover Page Interactive Date File (embedded within the Inline XBRL document)

1

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: June 24, 2024

2

EX-10.1

Exhibit 10.1

June 18, 2024

Ilan Levin
Chief Executive Officer
Moringa Acquisition Corp
250 Park Avenue, 7th Floor
New York, NY 10017

Dear Mr. Levin,

Subject: Request for Waiver of Financing Condition and Proposal for Post-Closing Arrangements

Reference is made to that certain Amended and Restated Business Combination Agreement (the “Agreement”) dated April 3, 2024, by and among Biomotion Sciences, August M.S. Ltd., Moringa Acquisition Merger Sub Corp, Moringa Acquisition Corp (the “SPAC”), and Silexion Therapeutics Ltd. (the “Company”). Capitalized terms appearing herein and not otherwise defined shall have the respective meanings assigned thereto in the Agreement.

Pursuant to Section 7.03(i)(ii) of the Agreement, the obligation of the Company to secure equity financing from investors in an aggregate amount of at least $3,500,000 is a condition precedent to the obligations of SPAC and each other SPAC Party to consummate and effect the Mergers and the other Transactions, and, to date, the Company has been unable to secure such financing and hereby requests a waiver of such condition under the terms below.

In consideration of the waiver by the SPAC and each other SPAC Party of the condition precedent under Section 7.03(i)(ii) of the Agreement, which waiver is hereby granted by the SPAC on behalf of itself and the other SPAC Parties, the Company hereby agrees to the following:

1. That the condition precedent set forth in Section 7.02(e) of the Agreement to the Company’s obligation to consummate and effect the Acquisition Merger and the other Transactions (i.e., the SPAC Sponsor providing the SPAC Sponsor Investment of at least $350,000) shall ipso facto no longer apply, and the surrender of shares by the SPAC Sponsor as contemplated by Section 6.24(b) shall not apply and the number of shares issued pursuant to Section 6.24(b) to the SPAC Sponsor shall be 1,382,325 TopCo shares, without being subject to any surrender, as contemplated by Section 6.24(b)(i) and (ii), regardless of investment made by Sponsor, whether initially or upon the Closing;

2. That the Promissory Note Cap, as referenced in Section 6.25(i) of the Agreement, be increased such that the cap shall be $5,500,000, minus any amounts paid or owed by SPAC under the Marketing Agreement as described in Section 6.25(ii); and

3. That Ilan Levin shall be entitled, commencing upon Closing, to a monthly fee of $10,000 for a period of 36 months.

We appreciate your understanding and cooperation in this matter and look forward to your favorable response. Please let us know if you require any further information or if there are any additional terms you would like to discuss. If you agree to the terms of this waiver letter, please indicate by counter-signing in acceptance below.

Thank you for your attention to this request.

Sincerely,

/s/ Ilan Hadar

Ilan Hadar
Chief Executive Officer
Silexion Therapeutics Ltd.
2 Ha’mayan St.
Modiin, Israel
Email: ihadar@silexion.com
Telephone No.: +972-8-628-6005

cc:
Herzog, Fox & Ne’eman
Herzog Tower
6 Yitzhak Sadeh St.
Tel-Aviv, Israel 6777506
Attention: Ory Nacht, Adv.
Email: nachto@herzoglaw.co.il

Accepted and agreed:

Moringa Acquisition Corp
By:	/s/ Ilan Levin
	Name:	Ilan Levin
	Title:	Chairman and Chief Executive Officer

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Cover	Jun. 24, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 24, 2024
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