8-K
filed August 22, 2023, 7:59 PM ET
CIK 0001835416
other material
confidence high
sentiment neutral
materiality 0.75
Moringa Acquisition Corp: debt financing — MACA shareholders approve extension to Aug 2024; sponsor converts 2.87M B shares; 2.07M A shares redeemed
Moringa Acquisition Corp
- Shareholders approved extension of deadline for business combination from Aug 19, 2023 to Aug 19, 2024 (90.3% votes for).
- Conversion amendment approved (99.1% votes for); Class B shares now convertible to Class A at any time pre-business combination.
- Sponsor voluntarily converted 2,874,999 Class B ordinary shares into Class A shares on a one-for-one basis.
- Public shareholders redeemed 2,074,548 Class A shares; remaining: 3,870,018 Class A and 1 Class B share.
- New promissory note of up to $154,505.76 issued to sponsor for monthly trust contributions of $12,875.48 through Aug 2024.
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 amended loan with Moringa Sponsor LP maturing August 19, 2024.
- Instrument
- loan
- Counterparty
- Moringa Sponsor LP
- Maturity
- August 19, 2024
- Event
- amendment
Exact text from the filing
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.
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.95
Moringa Acquisition Corp incurred loan of up to $154,505.76 with Moringa Sponsor LP at no interest maturing August 19, 2024.
- Instrument
- loan
- Principal
- up to $154,505.76
- Counterparty
- Moringa Sponsor LP
- Rate
- no interest
- Maturity
- August 19, 2024
- Event
- incurrence
Exact text from the filing
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.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Moringa Acquisition Corp: Amended and Restated Articles of Association amended to extend business combination deadline to August 19, 2024 and to allow Class B ordinary shares to convert to Class A ordinary shares on a one-for-one basis at any time before closing (effective 2023-08-18).
- Change
- charter amendment
- Effective
- 2023-08-18
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Moringa Acquisition Corp shareholders approved Conversion Amendment Proposal at the 2023-08-18 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-08-18
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Moringa Acquisition Corp shareholders approved Trust Extension Proposal at the 2023-08-18 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-08-18
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
Moringa Acquisition Corp shareholders approved Articles Extension Proposal at the 2023-08-18 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-08-18
Exact text from the filing
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
View on SEC.gov
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