MACA Moringa Acquisition Corporation

Item 1.01 Entry into a Material Definitive Agreement.

Second Amendment to Business Combination Agreement

On January 1, 2023, Moringa Acquisition Corp (“Moringa”) entered into Amendment No. 2 (the “Second 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 Second Amendment amends the Agreement in the following principal manners (among other amended terms):

(1) it provides that in the event that Holisto executes a financing transaction before the closing (the “Closing”) of the business combination under the Agreement (the “Business Combination”), any equity securities of Holisto issued or issuable pursuant to such financing transactions will not reduce Moringa’s security holders’ share of the combined company upon consummation of the Business Combination;

(2) it removes the non-solicitation restrictions for both parties;

(3) it provides that if Holisto seeks financing alternatives and solicits other potential transactions as alternatives to the Business Combination, it must provide Moringa at least 24 hours prior written notice before entering into any such financing or alternative transaction, and before making a related public filing; and 

(4) it removes the Closing condition for Holisto to have net tangible assets of at least $5,000,001 upon the completion of the Business Combination and replaces it with a condition for Holisto to be approved for listing on Nasdaq and to be in compliance with any set of Nasdaq Stock Market listing requirements immediately following the Closing.

Under Section 7.1 of the Agreement, either Moringa or Holisto may terminate the Agreement upon written notice to the other party, given that the Business Combination was not consummated on or prior to January 1, 2023. The Second Amendment contemplates that, subject to certain conditions being timely satisfied, including Moringa obtaining the approval of its shareholders of an amendment to its Amended and Restated Memorandum and Articles of Association to extend the deadline by which it may consummate a Business Combination (as detailed in Moringa’s Preliminary Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on December 15, 2022, as may be amended), the parties to the Business Combination Agreement will make commercial efforts for the anticipated time of the Closing to occur by April 1, 2023 (assuming that the Agreement is not terminated earlier). There can be no assurance that the Closing of the Business Combination (if the Agreement is not terminated earlier) will occur by April 1, 2023.

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