Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Business Combination Agreement

On August 17, 2022, Moringa Acquisition Corp ("Moringa") entered into Amendment No. 1 (the "Amendment") to the Business Combination Agreement (the "Agreement"), dated June 9, 2022, by and among Moringa, Holisto Ltd., a company organized under the laws of the State of Israel ("Holisto"), and Holisto MergerSub, Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Holisto ("Merger Sub").

The Amendment amends the Agreement in the following ways: (1) it extends 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 (the "Registration Statement") must be filed by Holisto with the Securities and Exchange Commission (the "SEC") from 10 weeks from June 9, 2022 to thirteen weeks from such date.

Under Section 7.1 of the Agreement, either Moringa or Holisto may terminate the Agreement upon written notice to the other party if the Business Combination is not consummated on or before the Outside Date. Moreover, pursuant to Section 5.10(a) of the Agreement, Holisto is required to file the Registration Statement with the SEC by no later than thirteen weeks from June 9, 2022. Sections 7.1(g) and 7.4 of the Agreement also provide that if the Registration Statement has not been filed with the SEC by the specified date, Moringa may (1) terminate the Agreement by written notice to Holisto and (2) receive a Special Fee in an amount of US$3 million.

A copy of the Amendment is attached hereto as Exhibit 10.1.




Item 8.01 Other Events.

On August 17, 2022, Moringa and Holisto mutually agreed to amend the Agreement in order to extend certain deadlines, as described in Item 1.01 above, which description is incorporated by reference in this Item 8.01.

Item 9.01 Financial Statements and Exhibits.





 (d) Exhibits




Exhibit No.   Description
10.1            Amendment No. 1, dated as of August 17, 2022, to Business Combination
              Agreement, dated as of June 9, 2022, by and among Moringa Acquisition
              Corp, Holisto Ltd., and Holisto MergerSub, Inc.
              Cover Page Interactive Data File (embedded within the Inline XBRL
104           document)




                                       1

© Edgar Online, source Glimpses