Holisto LTD entered into a business combination agreement to acquire Moringa Acquisition Corp (NasdaqCM:MACA) from Moringa Sponsor, LP and others in a reverse merger transaction on June 9, 2022. Each Moringa Public Share that is not redeemed for cash pursuant to Moringa's articles shall automatically become and be converted into the right to receive a number of Holisto Ordinary Shares that is equal to the lower of: (A) 1.6 or (B) the number yielded by the following calculations: (1) first, calculating the sum of (a) the Post-Redemption SPAC Share Number plus (b) 1,725,000 (which may be increased by mutual written consent of Moringa and Holisto), and (2) second, dividing the result of the immediately preceding sub-clause (1) by the Post-Redemption SPAC Share Number (the “Bonus Plan Adjustment”). The business combination provides for Holisto Ltd.'s expected pro forma equity value to be approximately $405 million. Post-acquisition, existing Holisto's equity holders will hold 68.23%, Moringa's public shareholders will hold 25.34% and Moringa's sponsor and underwriter will hold 6.43% stake in the combined company. As result of the transaction, Holisto becoming publicly listed on the Nasdaq and Moringa will change its corporate name to Holisto Inc. Post-merger, Moringa's representative will join Holisto Board. On September 5, 2022, Holisto Ltd., a company organized under the laws of the State of Israel (“ Holisto ”), terminated the Securities Purchase Agreement (the “ Securities Purchase Agreement ”).

The transaction is subject to the satisfaction of customary closing conditions, including the approval of Holisto and Moringa shareholders, the Registration Statement having been declared effective by the SEC and no stop order having been issued by the SEC, upon the Closing, after giving effect to the Redemption and the Financing pursuant to the Securities Purchase Agreement with the Investor, Holisto has, on a consolidated basis, approval of Holisto's Nasdaq listing application, Holisto shall have paid of its secured debt and the secured party releases its lien on Holisto's assets, execution of the Founder Lock-Up Agreement and Nasdaq approval. The business combination unanimously approved by the boards of directors of Holisto and Moringa. The closing of the transaction is expected to occur during the fourth quarter of 2022. On August 17, 2022, Moringa Acquisition entered into Amendment to the Business Combination Agreement, to extend the Outside Date under the Agreement from November 15, 2022 to January 1, 2023; and (2) it extends the date upon which a registration statement on Form F-4 in respect of the business combination under the Agreement must be filed by Holisto with the Securities and Exchange Commission from 10 weeks from June 9, 2022 to thirteen weeks from such date. As of February 7, 2023, the Extraordinary Meeting of Moringa is to recommence on February 9, 2023 to approve the extension proposal by which Moringa must consummate an initial business combination from February 19, 2023 to August 19, 2023. The transaction is expected to close on April 1, 2023.

Oppenheimer & Co. Inc. and Fundem Capital acted as financial advisors to Holisto. Richard I. Anslow and Asher S. Levitsky of Ellenoff Grossman & Schole LLP and Ofer Ben-Yehuda of Shibolet & Co. acted as legal advisors to Holisto. David Chertok and Yasmin Ziv of Meitar and Gary Emmanuel of McDermott Will & Emery acted as legal advisors to Moringa. Continental Stock Transfer & Trust Company acted as transfer agent for Moringa. Neil McDonald and James Denham of Walkers acted as Cayman counsel to Holisto. Advantage Proxy, Inc. acted as proxy solicitor to Moringa.