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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):

August 12, 2024 (August 6, 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 5.07. Submission of Matters to a Vote of Security Holders.

 

On August 6, 2024, Moringa Acquisition Corp (“Moringa” or the “Company”) held its previously-announced extraordinary general meeting (the “Meeting”) at which the Company’s shareholders considered various proposals related to the Company’s previously-reported, prospective business combination (the “Silexion Business Combination”) with Silexion Therapeutics Ltd., an Israeli company (“Silexion”). The transactions pursuant to which the Silexion Business Combination will be potentially completed are described in the proxy statement/ prospectus filed by the Company with the Securities and Exchange Commission (the “SEC”) under cover of Schedule 14A on July 17, 2024).

 

At the Meeting, each of the following proposals related to the Silexion Business Combination was approved by the requisite majority of the Company’s shareholders, as described further below:

 

  (i) a proposal to approve, as an ordinary resolution under Cayman Islands law, the Company’s entry into the Amended and Restated Business Combination Agreement (as the same may be amended or supplemented from time to time, the “Business Combination Agreement”), dated April 3, 2024, by and among Moringa, Biomotion Sciences, a Cayman Islands exempted company (“New Pubco”), August M.S. Ltd., an Israeli company and a wholly-owned subsidiary of New Pubco (“Merger Sub 1”), Moringa Acquisition Merger Sub Corp, a Cayman Islands exempted company and a wholly-owned subsidiary of New Pubco (“Merger Sub 2”), and Silexion, and all transactions to be completed thereunder (the “Business Combination Proposal”);

 

  (ii) a proposal to approve and adopt, as special resolutions under Cayman Islands law, the plan of merger for the merger of Merger Sub 2 with and into Moringa, pursuant to which (a) Merger Sub 2 will be merged with and into Moringa, with the result that Moringa will be a wholly-owned subsidiary of New Pubco, and (b) Moringa’s amended and restated memorandum and articles of association will be amended and restated in order to delete provisions that relate to Moringa’s status as a special purpose acquisition company and include provisions that are appropriate for a privately-owned company (the “Merger Proposal”); and

 

  (iii) a proposal to approve and adopt, as a special resolution under Cayman Islands law, an amendment to Moringa’s amended and restated memorandum and articles of association in order to delete the requirement thereunder that New Pubco (or any combined company resulting from an initial business combination of Moringa) have a minimum of $5,000,001 of net tangible assets (after deducting liabilities), prior to the payment of Moringa’s and Silexion’s transaction expenses and other liabilities due at the closing of the Silexion Business Combination (the “Articles Amendment Proposal”).

 

The affirmative vote of a special majority of at least two-thirds of Moringa’s shareholders as, being entitled to do so, voted in person or by proxy at the Meeting was required to approve each of the Merger Proposal and the Articles Amendment Proposal, and the affirmative vote of an ordinary majority of Moringa’s shareholders as, being entitled to do so, voted in person or by proxy at the Meeting was required to approve the Business Combination Proposal.

 

Each of the proposals presented at the Meeting was duly approved by the requisite majority of the ordinary shares of the Company needed for approval of that proposal (as described above). Set forth below are the final voting results for each of the proposals:

 

1

 

 

Business Combination Proposal

 

The Business Combination Proposal was approved by 92.2% of the Company’s ordinary shares present and voting on the proposal (excluding abstentions). The number of ordinary shares (including Class A ordinary shares and the sole outstanding Class B ordinary share) voted in each manner was as follows:

 

For   Against   Abstain
3,567,465   5,285   0

 

Merger Proposal

 

The Merger Proposal was approved by 92.2% of the Company’s ordinary shares present and voting on the proposal (excluding abstentions). The number of ordinary shares (including Class A ordinary shares and the sole outstanding Class B ordinary share) voted in each manner was as follows:

 

For   Against   Abstain
3,567,465   5,285   0

 

Articles Amendment Proposal 

 

The Articles Amendment Proposal was approved by 92.3% of the Company’s ordinary shares present and voting on the proposal (excluding abstentions). The number of ordinary shares (including Class A ordinary shares and the sole outstanding Class B ordinary share) voted in each manner was as follows: 

 

For   Against   Abstain
3,572,750   0   0

 

The fourth proposal to be potentially considered at the Meeting (a proposal to adjourn the Meeting) was not voted upon because each of the above three proposals was approved by the requisite majority at the Meeting.

 

2

 

 

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/ Ilan Levin
  Name:  Ilan Levin
  Title: Chairman, Chief Executive Officer and Director

 

Date: August 12, 2024

 

 

3

 

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Aug. 06, 2024
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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
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Entity Address, State or Province NY
Entity Address, Postal Zip Code 11040
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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 
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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
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