MORINGA ACQUISITION CORP Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
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Holisto is an Israeli company and a tech-powered online travel agency, which aims to make hotel booking affordable and personalized for consumers.
The Business Combination Agreement and the transactions contemplated thereby have been unanimously approved by the boards of directors of Moringa and Holisto, and by the shareholders of Holisto.
The following description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by reference to the Business Combination Agreement, a copy of which is included as Exhibit 2.1 to this Current Report on Form 8-K. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings assigned to them in the Business Combination Agreement.
General Terms and Effects; Merger Consideration
Pursuant to the Business Combination Agreement, at the closing (the "Closing")
of the transactions contemplated thereunder (collectively, the "Transactions"),
and following the Capital Restructuring (as each such term is defined and
described below), (i) Merger Sub will merge with and into the SPAC, with the
SPAC continuing as the surviving entity and a wholly-owned subsidiary of Holisto
(the "Merger"); (ii) Moringa Units, to the extent not previously separated, will
be separated into the Moringa Class A ordinary shares and warrants; (iii) the
Class B Ordinary Shares of Moringa will be converted into Moringa Class A
Ordinary Shares; (iv) the Class A ordinary shares of Moringa will be converted
into ordinary shares of Holisto ("Holisto Ordinary Shares") in accordance with
the ratio described below; (v) each Moringa warrant will be converted into one
Holisto warrant (on the same terms contained in the Moringa warrants, except
that each Holisto warrant will represent the right to acquire Holisto ordinary
shares in lieu of Moringa Class A ordinary shares); (vi) Moringa will become a
wholly-owned subsidiary of Holisto; and (vii) Moringa, as a wholly-owned
subsidiary of Holisto, will change its corporate name to
The number of Holisto Ordinary Shares to be received in exchange for each Moringa Class A ordinary share in the Merger will depend on whether the share was issued to the public pursuant to the registration statement relating to Moringa's initial public offering (a "Moringa Public Share") or whether the share was issued other than as part of Holisto's initial public offering:
(i) each Moringa Class A ordinary share issued to Moringa's sponsor, Moringa
Sponsor, L.P. (the "Sponsor"), and the underwriters for Moringa's initial public offering (the "IPO"), including Class A ordinary shares issued upon conversion of Moringa Class B ordinary shares, which represent all of Moringa's ordinary shares that were not issued to the public in the IPO, will automatically be exchanged for one Holisto Ordinary Share; and 1
(ii) 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 Post-Redemption SPAC Share Number is the
aggregate number of Moringa Public Shares outstanding after giving effect to
all redemptions of Moringa Public Shares. Under this formula, the more
Moringa shares that are redeemed, the greater the number of Holisto Ordinary
Shares that will be issued in respect of one Moringa Public Share. The
maximum ratio will be 1.6 Holisto Ordinary Shares for each Moringa Public
Share exchanged in the Merger, which is the ratio if 75% or more of Moringa
Public Shares are redeemed, and the minimum ratio will be 1.15 Holisto
Ordinary Shares for each Moringa Public Share exchanged in the Merger.
Prior to the Closing, but subject to the completion of the Closing, Holisto will effect a capital restructuring of its outstanding equity securities (the "Capital Restructuring") so that the only class of outstanding equity of Holisto will be Holisto Ordinary Shares (along with certain options and warrants to be rolled over in connection with the Transactions). To effect the Capital Restructuring, (i) warrants to purchase Holisto Ordinary Shares, Ordinary A Shares and Preferred Shares (with certain exceptions) will be automatically . . .
Item 3.02 Unregistered Sales of
The issuance of the Investor Note and Financing Warrant pursuant to the Securities Purchase Agreement, will not be registered under the Securities Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering. See the disclosure under the heading "Terms of the Financing" in Item 1.01 of this Current Report with respect to the issuance of the Investor Note and Financing Warrant pursuant to the Securities Purchase Agreement. Pursuant to the Investor Registration Rights Agreement, Holisto is required to register, under the Securities Act, the sale of the Holisto Ordinary Shares issuable upon conversion of the Investor Note and upon exercise of the Financing Warrant, unless such Holisto Ordinary Shares can be sold pursuant to Rule 144.
Item 7.01 Regulation FD Disclosure.
The investor presentation (the "Investor Presentation") that will be used by Moringa and Holisto in connection with the Transactions contemplated by the Business Combination Agreement is furnished as Exhibit 99.1.
The Investor Presentation is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
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ADDITIONAL INFORMATION General
Holisto intends to file with the
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Participants in the Solicitation
Moringa, Holisto and certain of their respective directors, executive officers,
other members of management and employees, may, under
Forward-Looking Statements
Certain statements made herein contain, and certain oral statements made by
representatives of Moringa, Holisto and their respective affiliates from time to
time may contain, "forward-looking statements" within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995. The
actual results of Moringa and Holisto may differ from their expectations,
estimates and projections and, consequently, you should not rely on these
forward-looking statements as predictions of future events. Words such as
"expect," "estimate," "project," "budget," "forecast," "anticipate," "intend,"
"plan," "may," "will," "could," "should," "believes," "predicts," "potential,"
"might" and "continues," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, expectations of Moringa and Holisto with respect to future
performance and anticipated financial impacts of the Transactions and related
matters, the satisfaction of the closing conditions to the Transactions and the
timing of the completion of the Transactions. These forward-looking statements
involve significant risks and uncertainties that could cause actual results to
differ materially from expected results. Most of these factors are outside of
the control of Moringa or Holisto and are difficult to predict. Factors that may
cause such differences include, but are not limited to: (i) the expected timing
and likelihood of completion of the Transactions, including the risk that the
Transactions may not close due to one or more closing conditions to the
Transactions in the Business Combination Agreement not being satisfied or waived
on a timely basis or otherwise, or that the required approval of the Business
Combination Agreement and related matters by the shareholders of Moringa is not
obtained; (ii) a failure of the Investor to purchase the Investor Note and
Financing Warrant or the failure of any other investor, including parties to the
New SAFE Agreements, to purchase the securities pursuant to their respective
agreements; (iii) the effect of the terms of the Investor Note, including, but
not limited to the
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Disclaimer
This Current Report on Form 8-K and the exhibits hereto do not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and related matters. This Current Report on Form 8-K also shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1* Business Combination Agreement, dated as ofJune 9, 2022 , by and amongHolisto Ltd. ,Holisto MergerSub, Inc. andMoringa Acquisition Corp 10.1 Form of Shareholder Voting and Support Agreement, dated as ofJune 9, 2022 , by and amongHolisto Ltd. ,Moringa Acquisition Corp and the shareholders of Holisto party thereto 10.2.1 Form of Lock-Up Agreement, dated as ofJune 9, 2022 , entered into by each shareholder ofHolisto Ltd. party thereto in favor ofHolisto Ltd. 10.2.2 Form of Lock-Up Agreement, dated as ofJune 9, 2022 , entered into byMoringa Sponsor US L.P. in favor ofHolisto Ltd. (in respect of Moringa founder shares) 10.2.3 Form of Lock-Up Agreement, dated as ofJune 9, 2022 , entered into by certain shareholders ofMoringa Acquisition Corp party thereto in favor ofHolisto Ltd. (in respect of Moringa private units) 10.3 Form of Amended and Restated Registration Rights Agreement, by and amongHolisto Ltd. ,Moringa Sponsor, L.P. , any other future holders ofHolisto Ltd. ordinary shares who may become party thereto, andMoringa Acquisition Corp 10.4.1* Securities Purchase Agreement, by and amongHolisto Ltd. ,Moringa Acquisition Corp , and each of the investors listed on the schedule thereto purchasing senior convertible notes 10.4.2 Form of senior secured convertible note to be issued byHolisto Ltd. to the Investor pursuant to the Securities Purchase Agreement 10.4.3 Form of warrant to be issued by Holisto to the Investor pursuant to the Securities Purchase Agreement 10.4.4 Registration rights agreement to be entered into by Holisto with the Investor purchasing the Investor Note and Financing Warrant pursuant to the Securities Purchase Agreement 10.4.5 Leak-out agreement to be entered into among Holisto and the investors pursuant to the Securities Purchase Agreement 10.4.6 Security and pledge agreement to be entered into by Holisto and its subsidiaries in favor of the Investor pursuant to the Securities Purchase Agreement 10.4.7 Security agreement (Israel ) to be entered into by Holisto and its subsidiaries in favor of the Investor pursuant to the Securities Purchase Agreement 10.4.8 Guaranty agreement to be entered into by each subsidiary of Holisto in favor of the Investor pursuant to the Securities Purchase Agreement 99.1 Investor Presentation, datedJune 13, 2022 99.2 Press Release, datedJune 13, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* The exhibits and schedules to this Exhibit have been omitted in accordance with
Item 601(b)(2) of Regulation S-K. Moringa agrees to furnish supplementally to
the
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