Moringa Acquisition Corp filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
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 (
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Securities registered pursuant to Section 12(b) of the Act:
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| The Stock Market LLC | ||||
| The Stock Market LLC |
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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:
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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.
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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
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