8-K
filed February 9, 2023, 6:59 PM ET
CIK 0001835416
other material
confidence high
sentiment neutral
materiality 0.70
Moringa Acquisition Corp: debt financing — Moringa Acquisition Corp shareholders extend SPAC deadline to August 19, 2023; $480K note from sponsor
Moringa Acquisition Corp
- Shareholders approved extending business combination deadline from February 19, 2023 to August 19, 2023.
- 8,910,433 Class A shares redeemed in connection with extension; 3,069,567 Class A shares remain outstanding.
- Company issued up to $480,000 promissory note to sponsor, with $80,000 monthly deposits into trust account.
- Trust agreement amended to reflect extended deadline; note is non-interest bearing, repayable upon business combination or liquidation.
- Director nominees Ilan Levin, Craig Marshak, Ruth Alon, Michael Basch, Eric Brachfeld re-elected.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Moringa Acquisition Corp incurred loan of up to $480,000 with Moringa Sponsor LP at bears no interest maturing 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.
- Instrument
- loan
- Principal
- up to $480,000
- Counterparty
- Moringa Sponsor LP
- Rate
- bears no interest
- Maturity
- 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
- Event
- incurrence
Exact text from the filing
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.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Moringa Acquisition Corp: Amended Amended and Restated Articles to extend business combination deadline from February 19, 2023 to August 19, 2023 (effective 2023-02-09).
- Change
- charter amendment
- Effective
- 2023-02-09
Exact text from the filing
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.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Moringa Acquisition Corp entered into Note with Moringa Sponsor LP valued at up to $480,000 (effective 2023-02-09).
- Action
- entry
- Counterparty
- Moringa Sponsor LP
- Value
- up to $480,000
- Effective
- 2023-02-09
Exact text from the filing
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.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Moringa Acquisition Corp amended Trust Agreement Amendment with Continental Stock Transfer & Trust Company (effective 2023-02-09).
- Action
- amendment
- Counterparty
- Continental Stock Transfer & Trust Company
- Effective
- 2023-02-09
Exact text from the filing
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”).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Moringa Acquisition Corp shareholders approved Director Election Proposal to re-appoint Ilan Levin, Craig Marshak, Ruth Alon, Michael Basch, and Eric Brachfeld as directors at the 2023-02-09 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-02-09
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Moringa Acquisition Corp shareholders approved Trust Extension Proposal to amend the investment management trust agreement to extend the business combination deadline to August 19, 2023 at the 2023-02-09 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2023-02-09
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Moringa Acquisition Corp shareholders approved Articles Extension Proposal to amend the amended and restated articles to extend the business combination deadline to August 19, 2023 at the 2023-02-09 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2023-02-09
Exact text from the filing
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
View on SEC.gov
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