Moringa restructures Silexion business combination at $62.5M valuation; new public entity Biomotion Sciences

Moringa Acquisition Corp

A&R BCA inserts Biomotion Sciences as new public TopCo; Moringa and Silexion to become subsidiaries.
Pre-transaction equity value of Silexion remains $62.5M ($10/share).
SPAC sponsor must forfeit 2.875M founder shares and invest at least $350k in TopCo.
Silexion must raise at least $3.5M by April 30, 2024; deal can be terminated if not met.
Termination date August 19, 2024; no termination fees.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Moringa Acquisition Corp amended Amended and Restated Business Combination Agreement with Silexion Therapeutics Ltd. valued at pre-transaction equity value of $62.5 million, based on a $10 price per share (effective 2024-04-03).

Action: amendment
Agreement: merger
Counterparty: Silexion Therapeutics Ltd.
Value: pre-transaction equity value of $62.5 million, based on a $10 price per share
Effective: 2024-04-03

Exact text from the filing

On April 3, 2024, Moringa and Silexion restructured the transactions contemplated under the Original BCA by entering into an amended and restated business combination agreement (as the same may be amended, supplemented or otherwise modified from time to time, the " Silexion Business Combination Agreement " or the " A&R BCA " ) by and among 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 "), Moringa and Silexion.

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Source: SEC EDGAR

accession 0001213900-24-029646

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