MACA SEC filings, in plain English
Everything Moringa Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 2 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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sponsor loans outstanding, trust account, combination deadline +1nothing moved · 4 with no prior record of ours
- Sponsor loans outstanding
- not previously extracted$3.3M
- Trust account
- $113.0M · unchanged
- Combination deadline
- 2024-08-19 · unchanged
- Going-concern doubt
- stated · unchanged
The clause …“of an initial business combination. At June 30, 2024, we had an aggregate of $3,346,000 outstanding under existing promissory notes that we had issued to the sponsor (including for sponsor loans that were contributed to the trust”…
The clause …“including accrued interest. As part of the partial redemptions approximately $ 113 million has been withdrawn from the Investments held in Trust Account. Class B Ordinary Shares On November 20, 2020, the Company issued 2,875,000 Class”…
The clause …“a business combination from the Extended Mandatory Liquidation Date to August 19, 2024 (hereafter – the Second Extended Mandatory Liquidation Date) or such earlier date as may be determined by the Board in its sole discretion.”…
The clause …“into Class A ordinary shares, following the Second Extension Meeting. e. Substantial Doubt about the Company’s Ability to Continue as a Going Concern As of June 30, 2024, the Company had approximately $ 18 thousand of cash and an”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Moringa Acquisition Corp called an extraordinary general meeting for August 6, 2024 at 9:00 a.m. ET at Meitar Law Offices in Ramat Gan, record date July 11, 2024, to approve the amended and restated business combination agreement dated April 3, 2024 with Biomotion Sciences as new public company and Silexion. Silexion holders receive new Pubco shares equal to $62,500,000 divided by fully diluted Silexion equity, divided by $10.00. Each Moringa Class A share converts into one new Pubco share. Redemption elections close at 5:00 p.m. ET on August 2, 2024. Why it matters: The redemption election deadline of 5:00 p.m. ET on August 2, 2024, two business days before the vote, is the hard date for anyone wanting trust value rather than equity in the combined company, and missing it converts the position automatically into one Pubco share. The $62.5 million valuation ascribed to Silexion is struck at a notional $10.00 per share, the SPAC's deposit price, so holders who roll are paying trust value for a pre-revenue biotech. The minimum $3.5 million equity financing condition is small enough to be a low bar but signals how thin the combined balance sheet will be.
outside date1 moved
- Outside date
- 2023-01-012024-08-19
SpacBrain reads this as 596 days later than the previous record.
The clause …“SPAC or the Company if the Transactions shall not have been consummated by August 19, 2024 (the “ Outside Date ”); provided, however, that the right to terminate this Agreement under this Section 8.01(b) shall not be available to any”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
trust account, combination deadline, going-concern doubtnothing moved · 3 with no prior record of ours
- Trust account
- $113.0M · unchanged
- Combination deadline
- 2024-08-19 · unchanged
- Going-concern doubt
- stated · unchanged
The clause …“including accrued interest. As part of the partial redemptions approximately $ 113 million has been withdrawn from the Investments held in Trust Account. Class B Ordinary Shares On November 20, 2020 the Company issued 2,875,000 Class B”…
The clause …“a business combination from the Extended Mandatory Liquidation Date to August 19, 2024 (the “Second Extended Mandatory Liquidation Date”) or such earlier date as may be determined by the Board in its sole discretion. Refer to”…
The clause …“into Class A ordinary shares, following the Second Extension Meeting. e. Substantial Doubt about the Company’s Ability to Continue as a Going Concern As of March 31, 2024, the Company had approximately $ 5 thousand of cash and an”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2023-03-31trust $116.7M → $113.0M -3%deadline 2023-08-19 → 2024-08-19
trust account, combination deadline, going-concern doubt +12 moved · 2 with no prior record of ours
- Trust account
- $116.7M$113.0M
- Combination deadline
- 2023-08-192024-08-19
- Going-concern doubt
- stated · unchanged
- Mandate language
- We are focusing on mid-size Israel-related technology compan…not matched in this filing
SpacBrain reads this as $3,692,038 left the trust between the two filings.
The clause …“in conjunction with the First and Second Extensions, approximately $ 113 million have been withdrawn from the Investments held in Trust Account. The Company intends to finance its Initial Business Combination with the net”…
SpacBrain reads this as 366 days later than the previous record.
The clause …“losses since inception. Moreover, if the Company is unable to complete a business combination by August 19, 2024 then the Company will cease all operations except for the purpose of liquidating. These matters raise substantial”…
The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern”. ● We may face litigation and other risks as a result of the material weakness in our”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2023-08-14trust $91.0M → $113.0M +24%
trust account, combination deadline, going-concern doubt1 moved · 2 with no prior record of ours
- Trust account
- $91.0M$113.0M
- Combination deadline
- 2024-08-19 · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $22,000,000 was added to the trust between the two filings.
The clause …“including accrued interest. As part of the partial redemptions approximately $ 113 million have been withdrawn from the Investments held in Trust Account. Class B Ordinary Shares On November 20, 2020 the Company issued 2,875,000 Class”…
The clause …“a business combination from the Extended Mandatory Liquidation Date to August 19, 2024 (hereafter – the Second Extended Mandatory Liquidation Date) or such earlier date as may be determined by the Board in its sole discretion.”…
The clause …“into Class A ordinary shares, following the Second Extension Meeting. e. Substantial Doubt about the Company’s Ability to Continue as a Going Concern As of September 30, 2023, the Company had approximately $ 58 thousand of cash and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2023-05-15deadline 2023-08-19 → 2024-08-19
combination deadline, trust account, going-concern doubt1 moved · 2 with no prior record of ours
- Combination deadline
- 2023-08-192024-08-19
- Trust account
- $91.0M · unchanged
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as 366 days later than the previous record.
The clause …“a business combination from the Extended Mandatory Liquidation Date to August 19, 2024 or such earlier date as may be determined by the Board in its sole discretion. c. Termination of the Proposed Holisto Merger On August 7, 2023”…
The clause …“including accrued interest. As part of the partial redemption approximately $ 91 million have been withdrawn from the Investments held in Trust Account. Class B Ordinary Shares On November 20, 2020 the Company issued 2,875,000 Class B”…
The clause “Refer to Note 9(b) for information regarding the Second Extension Proposal. e. Substantial Doubt about the Company’s Ability to Continue as a Going Concern As of June 30, 2023, the Company had approximately $ 35 thousand of cash and an”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Moringa Acquisition Corp set an EGM in lieu of its 2023 annual meeting for August 16, 2023 at Meitar Law Offices in Ramat Gan, to extend by special resolution the deadline from August 19, 2023 to August 19, 2024. Its June 9, 2022 combination agreement with Holisto Ltd., an Israeli online travel agency, was amended to push the outside date from November 15, 2022 to January 1, 2023 and to replace the $5,000,001 net tangible assets closing condition with a requirement that Holisto be approved for Nasdaq listing. The board says there is not enough time to close before August 19, 2023. Why it matters: Replacing the net tangible assets condition with a Nasdaq listing condition removes the deal's cash floor entirely: Holisto no longer needs the SPAC to arrive with $5,000,001 of net assets, only to clear an exchange listing test, which shifts risk onto public holders who roll in. The board states there is not sufficient time to complete the Holisto deal or any alternative before August 19, 2023, a full twelve months after signing. A one-year extension in a single step means this is the last redemption decision holders control until late 2024 unless the deal is put to them.
What changed vs 2023-01-05deadline 2023-08-19 → 2024-08-19combination deadline, outside date1 moved · 1 with no prior record of ours
- Combination deadline
- 2023-08-192024-08-19
- Outside date
- 2023-01-01 · unchanged
SpacBrain reads this as 366 days later than the previous record.
The clause …“be permitted to consummate a business combination from August 19, 2023 to August 19, 2024, or such earlier date as may be determined by the Board, in its sole discretion, including, without limitation, upon the termination for any”…
The clause “Amendment amended the Holisto Business Combination Agreement to: (1) extend the Outside Date under the Holisto Business Combination Agreement from November 15, 2022 to January 1, 2023; and (2) extend the date upon which a registration”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2023-01-01 · unchanged
The clause “Amendment amended the Holisto Business Combination Agreement to: (1) extend the Outside Date under the Holisto Business Combination Agreement from November 15, 2022 to January 1, 2023; and (2) extend the date upon which a registration”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2022-11-14trust $115.9M → $91.0M -21%deadline 2023-02-19 → 2023-08-19
trust account, combination deadline, going-concern doubt +12 moved · 2 with no prior record of ours
- Trust account
- $115.9M$91.0M
- Combination deadline
- 2023-02-192023-08-19
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 11.5Mnot matched in this filing
SpacBrain reads this as $24,901,455 left the trust between the two filings.
The clause …“including accrued interest. As part of the partial redemption approximately $ 91 million have been withdrawn from the Investments held in Trust Account. Class B Ordinary Shares On November 20, 2020 the Company issued 2,875,000 Class B”…
SpacBrain reads this as 181 days later than the previous record.
The clause …“Company has to consummate a business combination from February 19, 2023 to August 19, 2023 (the “Extended Mandatory Liquidation Date”) or such earlier date as may be determined by the Board in its sole discretion. Refer to Notes 4(a)”…
The clause …“A ordinary shares subject to possible redemption, following the Meeting. e. Substantial Doubt about the Company’s Ability to Continue as a Going Concern As of March 31, 2023, the Company had approximately $ 72 thousand of cash and an”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2022-03-31trust $115.0M → $116.7M +1%deadline 2023-02-19 → 2023-08-19mandate language changed
trust account, combination deadline, mandate language +33 moved · 3 with no prior record of ours
- Trust account
- $115.0M$116.7M
- Combination deadline
- 2023-02-192023-08-19
- Mandate language
- we intend to focus our search on technology-based businesses…We are focusing on mid-size Israel-related technology compan…
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $600Knot matched in this filing
- Redeemable shares
- 11.5Mnot matched in this filing
SpacBrain reads this as $1,685,666 was added to the trust between the two filings.
The clause …“t s U.S. Dollars ASSETS: Cash and cash equivalents 59,714 38,944 Investments held in Trust Account 116,692,038 115,006,372 Prepaid expenses 43,853 368,853 TOTAL ASSETS 116,795,605 115,414,169 Liabilities and shares subject to possible”…
SpacBrain reads this as 181 days later than the previous record.
The clause …“losses since inception. Moreover, if the Company is unable to complete a business combination by August 19, 2023 then the Company will cease all operations except for the purpose of liquidating. These matters raise substantial”…
The clause …“accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern”. ● We may face litigation and other risks as a result of the material weakness in our”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.