UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number 001-39157

Moringa Acquisition Corp

(Exact name of registrant as specified in its charter)

Cayman Islands

001-40073

N/A

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

250 Park Avenue, 7^thFloor

New York, NY 10177

Telephone: (212) 572-6395

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 572-6395

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Class A ordinary shares, par value $0.0001 per share	MACA	The Nasdaq Stock Market LLC

Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50	MACAW	The Nasdaq Stock Market LLC

Units, each consisting of one Class A ordinary share and one-half of a redeemable warrant	MACAU	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of June 30, 2023 (the last business day of the registrant’s second fiscal quarter), the aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates was $28,606,956 based upon the closing price of the Class A ordinary shares on that date, which was $10.53.

As of April 1, 2024, 3,870,018 Class A ordinary shares, par value $0.0001 per share (consisting of 515,019 public shares, 2,874,999 Sponsor-held founder Class A ordinary shares (converted from Class B ordinary shares), 380,000 private shares and 100,000 representative shares), and one Class B ordinary share, par value $0.0001 per share, were issued and outstanding.

Documents Incorporated by Reference: None.

MORINGA ACQUISITION CORP. ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		iv
PART I		1
Item 1. Business		1
Item 1A. Risk Factors		24
Item 1B. Unresolved Staff Comments		42
Item 1C. Cybersecurity		42
Item 2. Properties		42
Item 3. Legal Proceedings		42
Item 4. Mine Safety Disclosures		42
PART II		43
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		43
Item 6. [Reserved]		44
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		44
Item 7A. Quantitative and Qualitative Disclosures About Market Risk		49
Item 8. Financial Statements and Supplementary Data		49
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		49
Item 9A. Controls and Procedures		49
Item 9B. Other Information		50
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		50
PART III		51
Item 10. Directors, Executive Officers and Corporate Governance		51
Item 11. Executive Compensation		59
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		59
Item 13. Certain Relationships and Related Transactions, and Director Independence		65
Item 14. Principal Accountant Fees and Services		69
PART IV		70
Item 15. Exhibit and Financial Statement Schedules		70
Item 16. Form 10-K Summary		72
INDEX TO FINANCIAL STATEMENTS		F-2
SIGNATURES		73

CERTAIN TERMS

Unless otherwise stated in this Annual Report on Form 10-K (this “Annual Report”), references to:

●

“we”, “us”, “our”, “the company”, “our company” or “Moringa” are to Moringa Acquisition Corp, a Cayman Islands exempted company;

●

“Articles” or “amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association;

	●	“Board” are to our board of directors;

	●	“Class A ordinary shares” are to our Class A ordinary shares, par value $0.0001 per share;

●

“Class B ordinary shares” are to our Class B ordinary shares, par value $0.0001 per share;

●

“Companies Law” are to the Companies Law (2021 Revision) of the Cayman Islands, as the same may be amended from time to time;

●

“EarlyBirdCapital” are to EarlyBirdCapital, Inc., the representative of the underwriters of our initial public offering;

	●	“equity-linked securities” are to any securities of our company that are convertible into or exchangeable or exercisable for, Class A ordinary shares of our company;

	●	“Extension Meetings” are to the First Extension Meeting and Second Extension Meeting, collectively.

	●	“Extensions” are to the First Extension and the Second Extension, collectively.

	●	“First Extension” are to the extension of the deadline for our completion of an initial business combination from February 19, 2023 to August 19, 2023, which our shareholders approved at the First Extension Meeting;

	●	“First Extension Date” are to August 19, 2023;

	●	“First Extension Meeting” are to the extraordinary general meeting in lieu of 2022 annual general meeting of our company that we held on February 9, 2023 at which, among other approvals, the First Extension was approved;

	●	“founders shares” are to the 2,875,000 founders shares purchased by our sponsor in a private placement prior to our initial public offering, all of which were initially Class B ordinary shares, of which 2,874,999 have been subsequently converted by the sponsor into Class A ordinary shares and the remaining one of which will automatically convert into a Class A ordinary share at the time of our initial business combination (for the avoidance of doubt, the Class A ordinary shares issuable upon conversion are not “public shares”);

	●	“Holisto” are to Holisto Ltd., an Israeli company with which we had entered into the Holisto Business Combination Agreement;

	●	“Holisto Business Combination” means the potential business combination with Holisto under the Holisto Business Combination Agreement, which was not consummated;

	●	“Holisto Business Combination Agreement” are to the Business Combination Agreement, dated June 9, 2022, by and among our company, Holisto, and Holisto Merger Sub, as amended by Amendments No. 1 and No. 2 thereto, as terminated pursuant to the notice received from Holisto on August 7, 2023;

	●	“Holisto Registration Statement” are to the registration statement on Form F-4 (SEC File No. 333-267305) filed by Holisto in respect of the Holisto Business Combination, as amended by Amendments No. 1 and No. 2 thereto, filed on December 29, 2022 and February 7, 2023, respectively.

	●	“initial public offering” or “IPO” are to the initial public offering of our Class A ordinary shares, which was consummated in two closings, on February 19, 2021 and March 3, 2021;

●

“initial shareholders” are to our sponsor’s wholly-owned subsidiary, Moringa Sponsor US L.P., a Delaware limited partnership, and other holders (if any) of our founders shares prior to our initial public offering;

●

“letter agreement” refers to the letter agreement entered into between us and our initial shareholders, directors and officers on February 16, 2021;

●

“management” or our “management team” are to our officers and directors;

	●	“Marketing Agreement” means the Business Combination Marketing Agreement, dated February 16, 2021, that we entered into with EarlyBirdCapital in connection with our initial public offering.

	●	“private shares” are to the Class A ordinary shares included in the private units issued and sold to our sponsor and EarlyBirdCapital in private placements simultaneously with the closings of our initial public offering;

●

“private units” are to the 380,000 units (consisting of 380,000 private shares and 190,000 private warrants) issued and sold to our sponsor and EarlyBirdCapital, in the aggregate, in private placements simultaneously with the closings of our initial public offering;

●

“private warrants” are to the 190,000 warrants contained within the private units issued and sold to our sponsor and EarlyBirdCapital, in the aggregate, in private placements simultaneously with the closings of our initial public offering, as well as any warrants that may be issued upon conversion of working capital loans;

●

“public shareholders” are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided their status as a “public shareholder” shall only exist with respect to such public shares;

●

“public shares” are to our Class A ordinary shares sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market);

●

“public units” are to the units (consisting of public shares and warrants) sold in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market);

	●	“representative shares” are to the 100,000 Class A ordinary shares that we issued to EarlyBirdCapital (and/or its designees) in a private placement prior to our initial public offering;

	●	“SEC” are to the U.S. Securities and Exchange Commission.

	●	“Second Extension” are to the extension of the deadline for our completion of an initial business combination from August 19, 2023 to August 19, 2024, which was approved at the Second Extension Meeting;

	●	“Second Extension Date” are to August 19, 2024;

	●	“Second Extension Meeting” are to the extraordinary general meeting in lieu of 2023 annual general meeting of our company that was held on August 16, 2023 at which, among other matters, the Second Extension was approved by our shareholders;

	●	“Silexion” are to Silexion Therapeutics Ltd., an Israeli company with which we have had entered into the Silexion Business Combination Agreement;

	●	“Silexion Business Combination” are to the potential business combination with Silexion contemplated under the Silexion Business Combination Agreement;

	●	“Silexion Business Combination Agreement” are to the Business Combination Agreement, dated February 21, 2024, by and among Moringa, April.M.G. Ltd., a limited liability company organized under the laws of the State of Israel and a wholly owned subsidiary of Moringa (“Merger Sub 1”), and Silexion;

	●	“sponsor” are to Moringa Sponsor, LP, a Cayman Islands exempted limited partnership, including, where applicable, its affiliates (including our initial shareholder, Moringa Sponsor US L.P., a Delaware limited partnership, which is a wholly-owned subsidiary of our sponsor);

	●	“trust account” are to the U.S.-based trust accounts at Goldman Sachs & Co. and at JP Morgan Chase, which are maintained by Continental Stock Transfer & Trust Company acting as trustee, into which total amounts of $100.0 million and $15.0 million of the proceeds from the IPO and the concurrent private placement were deposited upon the two closings of the IPO, in February and March 2021, and in which an aggregate of approximately $5.7 million remained outstanding as of December 31, 2023;

●

“warrants” are to our redeemable warrants sold as part of the public units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market) and the private warrants; and

	●	“$,” “US$” and “U.S. dollar” each refer to the United States dollar.

	●	“2022 Annual Report” are to our annual report on Form 10-K for the year ended December 31, 2022, which we filed with the SEC on March 31, 2023.

iii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some statements contained in this Annual Report are forward-looking in nature. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements about:

●

our ability to complete the Silexion Business Combination, including the satisfaction of the closing conditions to the Silexion Business Combination Agreement and the timing of the completion of such business combination;

●

our expectations with respect to future performance and anticipated financial impacts of the Silexion Business Combination;

●

the occurrence of any event, change or other circumstance that could give rise to the termination of the Silexion Business Combination Agreement or could otherwise cause the transactions contemplated therein to fail to close;

●

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

●

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

●

our pool of prospective target businesses;

●

risks associated with acquiring a business in Israel;

●

our public securities’ liquidity and trading;

●

the lack of a market for our securities;

●

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

●

the trust account not being subject to claims of third parties; or

●

our financial performance following our initial public offering or following our initial business combination.

The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors”. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Summary of Risk Factors

An investment in our securities involves a high degree of risk. We have provided the following summary of the material risks involved:

Risks Related to our Search for, and Consummation of, Business Combination Transaction

	●	We may not be able to complete the Silexion Business Combination (or any other initial business combination) prior to the Second Extension Date, in which case public shareholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

	●	In light of the substantial redemptions of public shares in connection with the Extension Meetings, if our public shareholders redeem a significant number of additional public shares for cash from the trust account prior to the Silexion Business Combination, that may adversely impact the ability of the combined company to qualify for initial listing on the Nasdaq Stock Market and, consequently, the ability of the parties to successfully complete the Silexion Business Combination.

	●	The combined company following the Silexion Business Combination (or any other initial business combination that we complete) may issue notes or other debt securities, or otherwise incur substantial debt, following the completion of the business combination, which may adversely affect the combined company’s leverage and financial condition.

	●	Third parties may bring claims against us and, as a result, the proceeds held in the trust account could be reduced and the per share liquidation price received by our shareholders could be less than $10.00 per share.

	●	If the funds not being held in the trust account are insufficient to allow us to operate at least until the Second Extension Date, that could limit our ability to consummate the Silexion Business Combination or any other initial business combination.

●

Our independent registered public 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 internal control over financial reporting.

●

We will only be able to complete one business combination with the proceeds of our initial public offering, which will cause us to be solely dependent on a single business, which lack of diversification may negatively impact our operations and profitability post-business combination.

Risks Relating to our Management Team

●

We are totally dependent upon the efforts of our key personnel, including personnel who are a part of the combined company following our initial business combination.

●

Our key personnel may negotiate employment or consulting agreements with Silexion or a different target business in connection with a particular business combination, which may cause them to have conflicts of interest in determining whether a particular business combination is advantageous.

●

Past performance by the companies in which our management team and our sponsor’s members and affiliates have been involved may not be indicative of future performance of an investment in us.

●

Since our initial shareholders will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether Silexion or any other particular business combination target is appropriate.

Risks Relating to our Securities

●

We have received a delisting notice from Nasdaq due to our not having completed a business combination within 36 months of the effectiveness of our IPO registration statement, and unless our appeal before the Nasdaq Hearings Panel is successful, our securities will be delisted from Nasdaq, which would adversely impact liquidity and trading of those securities and our ability to complete the Silexion Business Combination.

●

An investment in our company may result in uncertain or adverse U.S. federal income tax consequences.

●

The combined company from the Silexion Business Combination or another business combination may issue additional Class A ordinary shares or preferred shares to complete that business combination or under an employee incentive plan after completion of the business combination, thereby diluting you.

●

Our private placement warrants are accounted for as liabilities and the changes in value of those warrants could have a material effect on our financial results.

PART I

Item 1. Business.

General

We are a blank check company formed on September 24, 2020 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual Report as our initial business combination. We have generated no revenues to date and we do not expect that we will generate operating revenues at the earliest until we consummate our initial business combination. We completed our initial public offering in February 2021, and since that time, we have engaged in discussions with, and due diligence with respect to, potential business combination target companies. Leading up to, and following, the signing of the Holisto Business Combination Agreement in June 2022, we had been focusing exclusively on pursuing the Holisto Business Combination and related matters until its termination on August 7, 2023. As described below, leading up to, and following, the signing of the Silexion Business Combination Agreement on February 21, 2024, we have been focusing exclusively on pursuing the Silexion Business Combination and related matters.

Recent Developments

Entry into Silexion Business Combination Agreement

On February 21, 2024, we entered into the Silexion Business Combination Agreement. The transactions set forth in the Silexion Business Combination Agreement will constitute a “Business Combination” as contemplated by our amended and restated memorandum and articles of association. Silexion is a clinical-stage, oncology-focused Israeli biotechnology company that develops innovative treatments for unsatisfactorily treated solid tumor cancers which have a mutated KRAS oncogene. The Silexion Business Combination Agreement and the transactions contemplated thereby have been unanimously approved by the boards of directors of Moringa and Silexion.

Under the contemplated structure of the Silexion Business Combination, among other things: (i) Moringa will serve as the public company following the business combination, and its wholly-owned Israeli subsidiary, April.M.G. Ltd., (“Merger Sub 1”) will merge with and into Silexion, with Silexion continuing as the surviving company and a wholly-owned subsidiary of Moringa; (ii) all outstanding ordinary shares and preferred shares of Silexion will convert into Class A ordinary shares of Moringa based on an exchange ratio equal to the quotient obtained by dividing (x) the quotient obtained by dividing (1) $62,500,000 by (2) the number of fully diluted Silexion equity securities, by (y) $10.00; (iii) all outstanding Silexion warrants and options to purchase Silexion shares, and Silexion restricted share units (RSUs), will become exercisable for, or will be subject to settlement for, such number of Moringa Class A ordinary shares as is obtained by applying that same equity exchange ratio that applies to Silexion shares, with an accompanying adjustment to the exercise price of the converted Silexion options and Silexion warrants based on dividing the existing per share exercise price by the equity exchange ratio; (iv) the vesting of each outstanding Silexion option converted into a Moringa option will accelerate such that it will become fully vested; and (v) the ordinary shares of Moringa, as the continuing public company, will be listed on the Nasdaq Global Market.

Prior to the closing of the Silexion Business Combination, Silexion will obtain a convertible loan financing in an amount of at least $3.5 million from certain investors, which funds will be available to the combined company upon completion of the Business Combination. Our sponsor has similarly committed to funding, prior to the closing, between $350,000 and $500,000 to Moringa, and will retain, in respect of that funding, 1,308,000 founders shares which are Class A ordinary shares of Moringa, while forfeiting the remaining 1,567,000 founders shares, subject to an increased forfeiture, in the event that the amount of unrestricted and freely usable cash in Moringa’s bank account as of the closing is less than $500,000, of (x) an additional 8,000 founders shares, and (y) for every $1,000 deficiency from that $500,000 amount, and up to a maximum allowable deficiency of $150,000, an additional 333⅓ founders shares (rounded to the nearest whole share), up to a total of an additional 50,000 founder shares. Of the forfeited founders shares, 1,567,000 shares may instead be used by Moringa for “backstop” arrangements— potential transfer to non-affiliate third-party investors providing financing or entering into non-redemption agreements or other financial support in connection with the business combination, as determined by our company in consultation with Silexion. The amount of funds raised from, or left in the trust account as a result of, the backstop arrangements will be counted towards the $350,000 to $500,000 funding required from the sponsor.

Also in connection with the closing of the Silexion Business Combination, Moringa will issue to the sponsor an amended and restated promissory note that amends and restates, and replaces, in their entirety, all existing outstanding promissory notes issued by us to the sponsor (the “A&R Sponsor Promissory Note”), under which (a) the total amount owed by us to the sponsor through the closing date of the business combination has been capped (the “Promissory Note Cap”) at (i) $5,200,000, minus (ii) any fee or expense that may be paid or owed by us pursuant to the Marketing Agreement, which net amount will be reflected in the A&R Sponsor Promissory Note to be issued by Moringa at the closing. Any outstanding amount loaned by the sponsor to our company in excess of the Promissory Note Cap will be attributed to the conversion shares issuable upon maturity of the note as additional paid-in capital. The maturity date of the A&R Sponsor Promissory Note will be the 30-month anniversary of the closing date of the Silexion Business Combination. Amounts outstanding under the A&R Sponsor Promissory Note may be repaid (unless otherwise decided by Moringa) only by way of conversion into Moringa ordinary shares. The sponsor may also convert amounts outstanding under the A&R Sponsor Promissory Note at the price per share at which Moringa conducts an equity financing following the closing of the business combination, subject to a minimum conversion amount of $100,000, in an amount of shares constituting up to thirty percent (30%) of the number of ordinary shares issued and sold by Moringa in such equity financing. The sponsor may also elect to convert amounts of principal outstanding under the note into ordinary shares at any time following the twenty-four (24) month anniversary of the closing date, subject to a minimum conversion of $10,000, at a price per share equal to the volume weighted average price of Moringa’s Class A ordinary shares on the principal market on which they are traded during the twenty (20) consecutive trading days prior to the conversion date.

Each of the sponsor and certain shareholders of Silexion have entered into support agreements, under which they have agreed to vote all of their shares (of Moringa and Silexion, respectively) in favor of the Silexion Business Combination at the general meetings to be held by Moringa and Silexion at which the business combination will be presented for approval.

For further details regarding the Silexion Business Combination Agreement and related agreements, please see “Silexion Business Combination Agreement” below in this Item 1. For the complete terms of the Silexion Business Combination Agreement, please see a copy of that agreement, which serves as Exhibit 2.1 to this Annual Report.

Termination of Holisto Business Combination Agreement

On August 7, 2023, Holisto notified us that it was terminating the Holisto Business Combination Agreement. Pursuant to the termination notice, effective as of the end of the day on August 8, 2023, all rights and obligations of each party to the Holisto Business Combination Agreement ceased, except for the obligations of each party to the Holisto Business Combination Agreement that were intended to survive such termination, in accordance with the applicable provisions of the Holisto Business Combination Agreement, which surviving obligations shall remain in effect in accordance with their respective terms.

The terms of the Holisto Business Combination Agreement, as amended by Amendments No. 1 and No. 2 thereto, were described under “Item 1. Business— Holisto Business Combination Agreement” in the 2022 Annual Report, which description is incorporated by reference herein.

Extensions of Deadline to Consummate a Business Combination and Sponsor Contributions

On February 9, 2023 and August 18, 2023, we held the First Extension Meeting and Second Extension Meeting, respectively, at which our shareholders approved, among other proposals: (i) special resolutions amending our Articles to extend the date by which Moringa has to consummate a business combination from February 19, 2023 to August 19, 2023, and from August 19, 2023 to August 19, 2024, respectively, or such earlier date as may be determined by the Board in its sole discretion (the “Articles Extension Proposals”); (ii) amendments to our Trust Agreement, dated as of February 19, 2021, by and between us and Continental Stock Transfer & Trust Company, that extended the date by which we would be required to consummate a business combination from February 19, 2023 to August 19 2023, and from August 19, 2023 to August 19, 2024, respectively, or such earlier date as may be determined by the Board in its sole discretion (the “Trust Extension Proposals”). At the Second Extension Meeting, our shareholders furthermore approved a special resolution amending our Articles to provide for the right of a holder of Class B ordinary shares to convert such shares into Class A ordinary shares on a one-for-one basis prior to the closing of a business combination at the election of the holder (the “Conversion Amendment Proposal”). The proposals for the foregoing resolutions were described in more detail in the definitive proxy statement related to the Extension Meetings, which we filed with the SEC on January 5, 2023 and July 26, 2023, and which are incorporated by reference herein.

Upon the approval of the proposals at the Second Extension Meeting, the sponsor elected to convert 2,874,999 founders shares from Class B ordinary shares to Class A ordinary shares, on a one-for-one basis, leaving one Class B ordinary share outstanding (which continues to be held by the sponsor).

In connection with the Extension Meetings, 8,910,433 and 2,074,548 public shares, respectively, were redeemed, which reduced the number of public shares from 11,500,000 to 2,589,567, and from 2,589,567 to 515,019 public shares. After the satisfaction of payments to shareholders in connection with those respective sets of redemptions, the balance in our trust account was approximately $26.8 million as of February 19, 2023, and approximately $5.5 million as of August 20, 2023.

Prior to, and in connection with, the First Extension Meeting, we announced that if the First Articles Extension and related Trust Extension Proposal were to be approved at the First Extension Meeting and the First Extension implemented, our sponsor or its designees would deposit into the trust account as a loan (a “Contribution”, and the sponsor or its designee making such Contribution, a “Contributor”) on February 19, 2023, and on the 19^th day of each subsequent calendar month until the First Extension Date, the sponsor contributed $80,000, which constituted the lesser of (x) $80,000 and (y) $0.04 per public share multiplied by the number of public shares outstanding on each such Contribution date. As of the date of the First Extension Meeting, we issued to the sponsor an interest-free promissory note in a principal amount of $480,000 to reflect our obligation to repay those then-prospective Contributions by the sponsor. That note remains outstanding as of the current time.

Similarly, prior to, and in connection with, the Second Extension Meeting, we announced that if the Second Articles Extension and related Trust Extension Proposal were to be approved at the Second Extension Meeting and the Second Extension implemented, our sponsor or its designees would deposit into the trust account as a Contribution, on August 19, 2023, and on the 19^th day of each subsequent calendar month until the Second Extension Date, and on or such earlier date on which our Board might determine to liquidate the Company or an initial business combination is completed, $12,875.48 per month, or up to $154,505.76 in total. As of the date of the Second Extension Meeting, we issued to the sponsor an interest-free promissory note in a principal amount of $154,505.76 to reflect our obligation to repay those potential Contributions by the sponsor. That note remains outstanding as of the current time.

Upon approval of the Extensions and based on the sponsor’s commitment to make the Contributions, we issued to the sponsor non-interest bearing, unsecured promissory note in principal amounts of $480,000 and $154,505.76, representing the maximum potential amounts of all Contributions. The notes bear no interest and are repayable in full upon the earlier of (a) the date of the consummation of our initial business combination, or (b) the date of our liquidation. We have not requested that the sponsor reserve for, nor have we independently verified whether the sponsor will have sufficient funds to satisfy, any Contributions. If a Contributor fails to make a Contribution by an applicable Contribution Date, we will liquidate and dissolve as soon as practicable after such date and in accordance with our amended and restated memorandum and articles of association. If we do not consummate an initial business combination by the Second Extension Date, the promissory notes will be repaid only from funds held outside of the trust account or will be forfeited.

Sponsor’s Conversion of Founders Shares

On August 18, 2023, pursuant to a notice we received from our Sponsor, we instructed Continental Stock Transfer & Trust Company to convert an aggregate of 2,874,999 founders shares from Class B ordinary shares, all of which were restricted and held in book entry form by the sponsor, on a one-for-one basis into an aggregate of 2,874,999 Class A ordinary shares As a result of that conversion, only one Class B ordinary share held by the sponsor, continued to remain outstanding.

Industry Opportunity

Israeli flourishing high-tech market

Having earned the title of “Start-Up Nation,” Israel has been known for quite some time as one of the most concentrated geographic centers for technological innovation and scientific advancement. Although it has a population of just in excess of 9 million and had a GDP of approximately $395.1 billion for 2019 (as reported by the World Bank), Israel has been one of the most successful countries in developing technology, including biotechnology and pharmaceuticals. Under the OECD R&D Intensity Index (which measures investment in R&D as a ratio of GDP), Israel ranks first in the world, with its national spending on R&D being 4.9% of its GDP (as of 2018), according to the February 2020 publication of the OECD Directorate for Science, Technology and Innovation. According to the 2019 annual report of the Israel Innovation Authority, or IIA, which we refer to as the IIA 2019 annual report, over the last decade, Israel has yielded over 750 startup companies every year.

Israeli entrepreneurs continuously manage to position themselves as global leaders in a variety of fields, repeatedly being able to identify the emergence of new trends and segments early on, maintaining Israel’s position at the forefront of global innovation.

As indicated in the IIA 2019 annual report, there are more companies involved with AI than in any other high-tech sector. Israeli entrepreneurs’ ability to identify the potential in this field at an early stage and enter it quickly has made Israel a world leader in AI. Beyond AI, there has been a significant increase in the number of fintech, cyber and digital health companies, and in the capital raised by foodtech companies. These sectors are at the cutting edge of global innovation, and have been promoted by the Israeli government through various government initiatives.

Attributes of the Israeli high-tech ecosystem that have contributed to its enhanced position include:

Highly innovative - Currently, according to The State of Innovation report as published by PwC and Start-Up Nation Central, there are more than 6,600 start-up companies in Israel - 14 times the concentration of start-ups per capita in Europe. This community of entrepreneurs, from a country with one-tenth of 1% of the world’s population attracts the highest rate of venture capital funding per capita in the world ($674/per capita in 2018).

Educated and skilled workforce - Israel enjoys a very high percentage of engineers and scientists per capita and a very high ratio of university degrees and academic publications per capita. As of 2011, Israel had the highest number of scientists and technicians per capita in the world, with 140 scientists and technicians per 10,000 employees. By comparison, the rate was 85 per 10,000 in the United States and 83 per 10,000 in Japan (Eduard Shteinbuk “R&D and Innovation as a Growth Engine”, National Research University - Higher School of Economics, (published July 2011)). As of 2016, Israel ranked 25^th in the world regarding the publication of scientific and technical articles in the fields of physics, biology, chemistry, mathematics, clinical medicine, biomedical research, engineering and technology, and earth and space sciences in journals classified by the Institute for Scientific Information’s Science Citation Index (SCI) and Social Sciences Citation Index (SSCI). Israel has a high quality educational system and is among the most educated societies in the world, having been ranked 17^th overall in the 2015 Education Index included in the United Nations development Programme’s Human Development Report issued in 2016.

Government support - The Israeli government founded the Technology Incubator program in the early 1990s. According to the IIA 2019 annual report, today there are over 25 technological and biotechnological incubators across the country, all of which have been privatized. The incubators offer government funding of up to 85% of early stage project costs for two years. They nurture companies from seed to early stage, thus minimizing the risk to the investor. More than 1100 projects have so far graduated from the incubators, with over 45% successfully attracting additional investments from different investors.

Moreover, the IIA provides a variety of support programs with an annual budget of about $400 million. The main program is the R&D Fund, which offers R&D grants of up to 40% of the approved R&D program cost.

Other programs operated by the IIA include bi-national funds (joint R&D programs with foreign counterparts such as China, Canada, USA, etc.), which are entitled to financial assistance of 50% of the Israeli company’s R&D costs.

Investment support - The Israeli Law for the Encouragement of Capital Investments, 5719-1959, or the Investment Law, enables foreign companies operating in Israel to benefit from a reduced company tax rate and investment grants. Another incentive program offered by the government provides employment grants for R&D centers and large enterprises operating in Israel. The program offers a 4-year grant scheme covering on average 25% of the employer’s cost of salaries for each new employee.

Strong VC industry - Israel’s thriving start-up industry is complemented by a flourishing venture capital market. According to a report issued by Deloitte’s Israeli affiliate, Israel’s venture capital industry has approximately 70 active venture capital funds, 14 of which are international with offices in Israel. By far outperforming any other country in venture capital volume per capita, Israel’s venture capital availability is a symbol of the breadth of its innovative industries and of the highly efficient financial sector underpinning them.

Flexible, creative economy - Flexibility and adaptability to change are widely considered primary factors affecting business performance. In fact, the world competitiveness index of IMD (a business school that purports to be a leader and pioneer in corporate leadership development) places this attribute among the leading indexes of economic competitiveness. Creativity and flexibility are the fuel of innovation, and a high degree of responsiveness to changing business environments is crucial to thriving enterprises in today’s dynamic global market. Israel’s ability to swiftly translate market demands into organizational action accounts for its consistently strong performance in the flexibility index and its broad acceptance as a global capital of innovation.

Maturing picture for financing of Israeli high-tech.

The advancements in technology sectors of the Israeli high-tech ecosystem has been matched by advances in its ability to finance those sectors. According to the IIA 2019 annual report, in 2019, the amount of capital raised in Israel for high-tech investments reached a new peak of $9 billion, a 15% increase compared to 2018. Since 2005, capital raised has increased by a factor of 4.5, growing at an average annual rate of approximately 13%. The number of overall funding rounds in 2019 held steady at 1,100 in 2019, similar to 2018.

As cited by the IIA 2019 annual report, data from 2019 indicates that the increase in capital that was raised was mainly due to higher amounts raised in each round, rather than more rounds. We believe that these higher amounts are a testimony to a wider trend that has been identified in the Israeli high-tech industry over the last decade: the scale-up of existing companies replacing the establishment of new start-up companies as the main driver of growth. This trend suggests that the Israeli high-tech industry is moving towards a new level of maturity.

The road to maturation includes an increasing number of growth companies in the Israeli high-tech industry, a development which holds many advantages to the Israeli economy. Fast-developing growth companies have potential to become “complete” companies that employ a large number of employees in a variety of positions other than R&D. Complete companies can significantly increase the number of high productivity employees that characterize the Israeli high-tech sector.

Advantages of SPAC business combination for mature Israeli high-tech companies.

Ensuring that growth companies continue to multiply and flourish is crucial for the Israeli high-tech sector and the Israeli economy. Accordingly, barriers to scale-up have been examined and appropriate solutions have been offered. One obstacle cited by the IIA report, notable in the Israeli industry, is the difficulty for growth companies to obtain debt-based finance, which presents a challenge for the further growth of Israeli growth companies. We believe that the growing pool of Israeli high-tech growth companies that face challenges such as the inability to obtain debt finance would benefit by being given access to the public capital markets.

While a significant number of mature, profitable Israeli technology growth companies or less mature pharmaceutical companies would be ideal candidates to go public via the route of an initial public offering, they have yet to do so. That is often due to size barriers that generally restrict such offerings to larger companies. Israeli technology companies that have less than $100 million of annual revenues, or biotech or pharmaceutical companies that are earlier stage and lack revenues, are often considered too small to be taken public by large, “bulge bracket” US underwriters. Given the growth in the market for special purpose acquisition companies (in terms of number of companies and the amount of funds raised by them) in recent years, we believe that this market can be utilized to meet an unmet need and enable worthwhile, growth Israeli technology (including biotech or pharmaceutical) companies to scale up.

Acquisition Strategy

Our acquisition strategy is to identify an untapped opportunity within our target Israeli high-tech and pharma industries and offer a public-ready business, a facility through which to enter the public sphere, access capital markets and advance its priorities. We initially focused on mid-size Israel-related technology companies that have a proven track record in generating revenues and profits, but that have been too small to be brought public until now. We subsequently expanded our search to pharmaceutical and biotech companies, including clinical stage companies such as Silexion. We believe many technology-based companies in Israel could benefit from access to the public markets but have been hesitant or unable to do so due to a number of factors, including the time it takes to conduct a traditional IPO, market volatility and pricing uncertainty. We hope to serve as an attractive partner for those types of companies, enabling them to go public in an alternate, more easily accessible manner- a business combination transaction- and to thereby benefit from the ongoing capital-raising options that are available for a publicly traded company on the U.S. capital markets and leverage public share currency to consolidate and acquire businesses.

Investment Criteria

Consistent with our acquisition strategy, we identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses within the Israeli high-tech industry. We used these criteria in evaluating the prospective Silexion Business Combination; however, no individual criterion was entirely determinative of our decision to pursue the prospective Silexion Business Combination:

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Attractive, Potential Middle-Market Growth Business. We have primarily sought to acquire one or more Israeli potential growth businesses with a history of good operations and with a total enterprise value of between $50 million and $250 million. We believe that there are a substantial number of potential target businesses within this valuation range that can benefit from new capital to enable it to advance to a mature stage of regulatory approval for its products, and accompanying revenues.

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Biotechnology Platform. In our acquisition search, we have migrated towards targeting a biotechnology company with a platform that can make a significant impact in its target field. We value businesses that are non-traditional players that have entered or will enter established markets with new market offerings in an attempt to displace incumbents in those markets.

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Business with Revenue and Earnings Growth Potential. We seek to acquire one or more businesses that have the potential for organic growth in revenue and earnings through a combination of both existing and new product development, increased production capacity, incremental marketing, expense reduction and synergistic follow-on acquisitions resulting in increased operating leverage.

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Strong Competitive Industry Position. We seek to acquire one or more businesses that will have an opportunity to develop a strong position in its sector. We seek to acquire a business that demonstrates advantages when compared to its competitors, which may help to protect its market position and eventually deliver strong free cash flow once reaching its revenue stage.

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Strong Target Management Teams. We seek candidates who have strong management teams with a proven track record of driving growth, enhancing profitability, making sound strategic decisions, and generating strong free cash flow. We diligence a target company’s leadership team to evaluate if there are areas that need to be improved or require additional personnel.

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Appropriate Valuations. We seek to be a disciplined and valuation-centric investor that invests on terms that we believe provide significant upside potential with limited downside risk.

These criteria were not intended to be exhaustive. Our evaluation relating to the merits of a particular initial business combination have been based on these general guidelines as well as other considerations, factors and criteria that our management deems relevant.

In evaluating a prospective target business, we have conducted a thorough due diligence review that has encompassed, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as reviewing financial and other information which was made available to us. We have also utilized our operational and capital allocation experience.

Sourcing of Potential Business Combination Targets

We believe that the operational and transactional experience of our management team and members of our sponsor (and the investors in the sponsor) and the relationships they have developed as a result of such experience, have provided us with a substantial number of potential business combination targets. Our management team and other members of our sponsor have operated and invested in leading Israeli, global technology companies across their corporate life cycles and have developed deep relationships with organizations and investors operating around the world, and in our target region, Israel, in particular. This network has grown through sourcing, acquiring and financing businesses and maintaining relationships with sellers, financing sources and target management teams. Our management team members have significant experience in executing transactions under varying economic and financial market conditions. We believe that these networks of contacts and relationships and this experience help us to identify attractive Israel related technology-based businesses that can benefit from access to the public markets, and execute complex business combination transactions, thereby enhancing shareholder value. In addition, target business candidates have been brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions.

We believe that we are uniquely positioned to leverage our sponsor’s, affiliates’ and management team’s successful track record growing Israeli technology companies into large, successful publicly-traded entities, and their deep network of relationships in Israel, as strong competitive advantages. We believe that we are utilizing our management’s and sponsor’s expertise and their respective proven deal-sourcing capabilities to provide us with a strong pipeline of potential targets.

We believe that our management team’s and directors’ experiences in evaluating assets through investing and company building have enabled us to source the highest quality targets. Our selection process has leveraged the relationships of our management team with industry captains, leading venture capitalists, private equity and hedge fund managers, respected peers, and a network of investment banking executives, attorneys, and accountants. Together with this network of trusted partners, we intend to capitalize the target business and create purposeful strategic initiatives in order to achieve attractive growth and performance targets.

Our management team consists of professionals and senior operating executives of various companies with decades of experience and industry exposure in various Israeli high-tech industries. Based on our management team’s extensive experience and industry exposure, we believe we are able to identify, evaluate the risk and reward of and execute on attractive acquisition opportunities.

In addition to our experienced management team, the partners of our sponsor have a strong track record in both the technology sector and in Israeli investments in particular, and are characterized by their investment expertise, deep technology company relationships and benevolent activism. One such limited partner is Stanley Hutton Rumbough, a private investor and descendant of Edward Francis Hutton, the founder of EF Hutton. Mr. Rumbough was most recently a founding investor in the Israel based INX platform for digital tokens and trading.

Initial Significant Activities Following Inception

On February 19, 2021 and March 3, 2021, we consummated our initial public offering of 10,000,000 units and 1,500,000 units, respectively (representing the units for the base offering and additional units sold upon the exercise in full by the underwriters of their over-allotment option, respectively). Each unit consists of one Class A ordinary share and one-half of a redeemable warrant of the Company, each warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share. The units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $100,000,000 and $15,000,000 at the respective closings.

Substantially concurrently with the two closings of the initial public offering, we completed the private sale of 350,000 and 30,000 private units, in the aggregate, respectively, to our sponsor (which purchased 352,857 private units in total at the two closings) and EarlyBirdCapital (which purchased 27,143 private units in total at the two closings) at a purchase price of $10.00 per private unit, generating gross proceeds to us of $3,500,000 and $300,000 at the respective closings.

Following the respective closings, a total of $100,000,000 and $15,000,000 were placed in U.S.-based trust accounts at Goldman Sachs & Co. and at JP Morgan Chase, respectively, which are maintained by Continental Stock Transfer & Trust Company acting as trustee.

Our units began trading on February 17, 2021 on the Nasdaq Capital Market, or Nasdaq, under the symbol “MACAU.” On April 7, 2021, the ordinary shares and warrants comprising the units began separate trading on the Nasdaq under the symbols “MACA” and “MACAW,” respectively.

Competitive Strengths

Status as a Public Company

We believe that our structure has made us an attractive business combination partner to target businesses. As an existing public company, we have offered a target business an alternative to a traditional initial public offering through a merger or other business combination. In this situation (as is the case with the prospective Silexion Business Combination), the owners of the target business would exchange their shares of stock or other equity interests in the target business for our ordinary shares or for a combination of our ordinary shares and cash, allowing us to tailor the consideration used in the transaction to the specific needs of the sellers. In the alternative, the target company could issue to our shareholders its shares as consideration for acquiring our company and its cash from the trust. As a third alternative, a new entity could serve as the public company and each of our company and the target company could merge with its subsidiaries. We believe that target businesses might find the avenue of a business combination with a SPAC a more certain and cost-effective method to becoming a public company than a typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing, roadshow and public reporting efforts that will likely not be present to the same extent in connection with a business combination with us.

Furthermore, once the business combination is consummated, the target business will have effectively become a public company, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with shareholders’ interests than it would have as a privately-held company. Public company status can offer further benefits by enhancing a company’s profile among potential new customers and vendors and attracting talented employees.

While we believe that our status as a public company will make us an attractive business partner, some potential target businesses may view the inherent limitations in our status as a blank check company as a deterrent and may prefer to effect a business combination with a more established entity or with a private company. These limitations include constraints on our available financial resources, which may be inferior to those of other entities pursuing the acquisition of similar target businesses; the requirement that we seek shareholder approval of a business combination or conduct a tender offer in relation thereto, which may delay the consummation of a transaction; and the existence of our outstanding warrants, which may represent a source of future dilution.

Financial Position

Immediately following the closing of the IPO, we had $115.0 million. Upon approval of the First Extension, we had approximately $26.8 million (prior to any Contributions by the sponsor), of funds available in our trust fund. Upon approval of the Second Extension, we had approximately $5.5 million (prior to any Contributions by the Sponsor), of funds available in our trust fund. As of December 31, 2023, the balance in the trust account was approximately $5.7 million. Of those funds, a certain amount will be paid as an advisory fee to EarlyBirdCapital in connection with our initial business combination. Consequently, we offer a target business certain options for creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Given the possibility that there may be a further significant percentage of our remaining public shares that may be redeemed in connection with the vote on our initial business combination (whether the Silexion Business Combination or any other business combination), thereby further reducing our cash resources, the combined company may need to secure third party financing in order to successfully operate following a business combination, and there can be no assurance that it will be available.

Effecting a Business Combination

General

We are not presently engaged in, and we will not engage in, any substantive commercial business prior to our initial business combination. We initially utilized cash derived from the proceeds of our initial public offering and the private placement of units in our pursuit of a business combination. Investors in our initial public offering invested without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations. In the case of the Silexion Business Combination, we are seeking to consummate a business combination with a company that is in its relatively early stages of development. As a result of our limited resources, we expect to effect only a single business combination with the proceeds from our initial public offering and concurrent private placement.

Selection of a Target Business and Structuring of a Business Combination

Subject to our management team’s pre-existing fiduciary obligations and the fair market value requirement described below, we have had virtually unrestricted flexibility in identifying and selecting a prospective acquisition candidate. We have not established any specific attributes or criteria (financial or otherwise) for prospective target businesses other than as described under “Investment Criteria” above. Now that we are party to the Silexion Business Combination Agreement, investors will need to evaluate the possible merits or risks of Silexion as a target business with which we may complete the Silexion Business Combination by reviewing the registration statement that will be filed with respect to that transaction. Although our management has endeavored to evaluate the risks inherent in the Silexion Business Combination, we cannot assure you that we have properly ascertained or assessed all significant risk factors.

Sources of Target Businesses

As the principal means of identifying potential target businesses, we have relied on the extensive contacts and relationships of our sponsor, officers and directors. While our officers and directors are not required to commit any specific amount of time in identifying or performing due diligence on potential target businesses, the relationships that they have developed over their careers and their access to our sponsor’s members’ and affiliates’ contacts and resources have been generating a number of potential business combination opportunities that have been warranting, and may continue to warrant, further investigation. We also have had target business candidates brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses have been brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources have also introduced us to target businesses they think we may be interested in on an unsolicited basis, since many of these sources have read our public disclosures and know what types of businesses we are targeting.

Our officers and directors must present to us all target business opportunities that have a fair market value of at least 80% of the assets currently held in the trust account (excluding taxes payable on the income accrued in the trust account) at the time of the agreement to enter into the initial business combination, subject to any pre-existing fiduciary or contractual obligations. We have also engaged the services of professional firms or other individuals that specialize in business acquisitions on a formal basis (including EarlyBirdCapital, as described elsewhere in this Annual Report), to which we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. In no event, however, will our sponsor, officers, directors or their respective affiliates be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, an initial business combination (regardless of the type of transaction that it is) other than:

	●	the monthly $10,000 administrative services fee;

	●	the payment of consulting, success or finder fees to our sponsor, officers, directors, or their affiliates, in connection with the consummation of our initial business combination;

	●	the repayment of working capital loans that the sponsor has provided, or will provide, to us, as evidenced by the promissory notes that we have issued to it since the IPO;

	●	the repayment of contributions to the trust account to which the sponsor committed in connection with the Extensions; and

	●	the reimbursement of any out-of-pocket expenses.

Our audit committee will review and approve all reimbursements and payments made to our sponsor, officers, directors or our or their respective affiliates, with any interested director abstaining from such review and approval. We are not restricted from entering into any such transactions and may do so if (i) such transaction is approved by a majority of our disinterested independent directors and (ii) we obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, that the business combination is fair to our unaffiliated shareholders from a financial point of view. Silexion is not affiliated with any of our officers, directors or sponsor, and we have therefore not obtained any such opinion in connection with the Silexion Business Combination.

Subject to our management team’s pre-existing fiduciary obligations and the limitations that a target business have a fair market value of at least 80% of the balance in the trust account (excluding taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business combination, as described below in more detail, our management has virtually unrestricted flexibility in identifying and selecting a prospective target business. We have not established any specific attributes or criteria (financial or otherwise) for prospective target businesses, except as described above under “Investment Criteria”.

An evaluation relating to the merits of a particular business combination has been based, to the extent relevant, on such factors, as well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective. In evaluating a prospective target business, we have conducted an extensive due diligence review which has encompassed, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other information which has been made available to us. This due diligence review has been conducted by our management.

Fair Market Value of Target Business

Nasdaq listing rules require that the target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business combination. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% fair market value test.

For purposes of the Silexion Business Combination, Silexion has been accorded a pre-transaction equity value of $62.5 million on a fully-diluted basis, based on a $10 price per share. Accordingly, each Silexion preferred share and each Silexion ordinary share issued and outstanding immediately prior to the effective time of the business combination shall be automatically converted into the right to receive the number of duly authorized, validly issued, fully paid and nonassessable Class A ordinary shares of Moringa based on an equity exchange ratio that is equal to the quotient obtained by dividing (x) the quotient obtained by dividing (i) $62,500,000 by (ii) the number of fully diluted Silexion equity securities by (y) $10.00. Outstanding Silexion warrants, options, and restricted share units (RSUs), will become exercisable for, or will be subject to settlement for (as applicable), such number of Moringa Class A ordinary shares based on that same equity exchange ratio, with a corresponding inverse adjustment to the exercise price of the options and warrants. Please see “Recent Developments—Entry into Silexion Business Combination Agreement” above in this Item 1 for more details.

The fair market value of Silexion has been determined by our board of directors based upon the equity values of a significant group of comparable companies. The proxy solicitation materials to be used by us in connection with any proposed transaction will provide public shareholders with our analysis of the fair market value of the Silexion target business, as well as the basis for our determinations. We have not obtained an opinion from an investment banking firm as to the fair market value of Silexion, nor are we required to under our articles, as our board of directors has independently determined that the target business complies with the foregoing 80% threshold.

Lack of Business Diversification

We are currently seeking the Silexion Business Combination with just one business— that of Silexion. Therefore, at least initially, the prospects for our success will be entirely dependent upon the future performance of Silexion’s single business operation. Unlike other entities which may have the resources to complete several business combinations of entities operating in multiple industries or multiple areas of a single industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification may:

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subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination, and

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result in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited number of products, processes or services.

Limited Ability to Evaluate the Target Business’ Management

Although we have scrutinized the management of Silexion (and would do likewise with any other potential target business) when evaluating the desirability of effecting a business combination with it, we cannot assure you that our assessment of the target business’ management will prove to be correct. In addition, we cannot assure you that the future management of the combined company will have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of our officers and directors, if any, in the combined company upon completion of the Silexion Business Combination (other than the potential service of our Chairman and CEO, Ilan Levin, and our director, Ruth Alon, as directors of Moringa) or any other business following a business combination cannot presently be stated with any certainty. While it is possible that some of our key personnel will remain associated in senior management or advisory positions with the combined company following a business combination, it is unlikely that they will devote their full time efforts to its affairs. Moreover, they would only be able to remain with the combined company after the consummation of a business combination if they are able to negotiate employment or consulting agreements with it. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for them to receive compensation in the form of cash payments and/or our securities for services they would render to the company after the consummation of the business combination. We are not aware of any such negotiations of our officers or directors with respect to Silexion. While the personal and financial interests of our key personnel may influence their motivation in identifying and selecting a target business, their ability to remain with the company after the consummation of a business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. Additionally, our officers and directors do not have significant experience or knowledge relating to the operations of Silexion, and may not have such experience or knowledge with respect to any other particular target business.

Following a business combination, the combined company may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that the combined company will have the ability to recruit additional managers, or that any such additional managers it does recruit will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Shareholder Approval of our Initial Business Combination

In connection with any proposed business combination, we will either (1) as we plan to do in the case of the Silexion Business Combination, seek shareholder approval of our initial business combination at a general meeting called for such purpose at which shareholders may seek to convert their shares, regardless of whether they vote for or against the proposed business combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our shareholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. The decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. In the case of the Silexion Business Combination, the terms of the Silexion Business Combination Agreement require us to obtain that shareholder approval. If we determine to engage in a tender offer, such tender offer will be structured so that each shareholder may tender all of his, her or its shares rather than some pro rata portion of his, her or its shares. In that case, we will file tender offer documents with the SEC, which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules.

Our current amended and restated memorandum and articles of association provide that we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation and, if we seek shareholder approval, a majority of the outstanding ordinary shares voted are voted in favor of the business combination. We intend, however, to seek shareholder approval in connection with the shareholder approval of the Silexion Business Combination to amend our amended and restated memorandum and articles of association to eliminate that $5,000,001 net tangible assets requirement. The proposals for approval by our shareholders at the extraordinary general meeting at which we will present the Silexion Business Combination to our shareholders, which will be contained in the proxy statement/prospectus forming a part of our Registration Statement on Form S-4, will include as part of a proposal related to the articles of association of Moringa, to amend our amended and restated memorandum and articles of association prior to the closing of the transaction to eliminate that net tangible assets requirement.

We had chosen our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act of 1933, as amended. However, we do not currently anticipate that the combined company resulting from the Silexion Business Combination will meet that net tangible asset threshold, and meeting that threshold is furthermore not needed for qualification for listing on the Nasdaq Stock Market. Consequently, we will seek shareholder approval to eliminate that requirement from our amended and restated memorandum and articles of association in connection with our shareholders’ approval of the Silexion Business Combination. If our shareholders do not approve that amendment, and we cannot complete the Silexion Business Combination, our public shareholders may need to wait until the Second Extension Date in order to be able to receive a pro rata share of the trust account upon our liquidation.

In connection with the extraordinary general meeting to approve the Silexion Business Combination (or any other potential business combination), our sponsor, initial shareholders, officers and directors have agreed (1) to vote any ordinary shares owned by them in favor of the proposed business combination, (2) not to redeem any ordinary shares in connection with the shareholder vote to approve the proposed initial business combination, and (3) in the case of a tender offer (not applicable to the Silexion Business Combination), not sell any ordinary shares in any tender in connection with a proposed initial business combination.

None of our officers, directors, sponsor, initial shareholders or their affiliates has indicated any intention to purchase units or Class A ordinary shares from persons in the open market or in private transactions. However, if a significant number of shareholders vote, or indicate an intention to vote, against a proposed business combination or indicate that they wish to have their shares redeemed, our officers, directors, sponsor, initial shareholders or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote and reduce the number of redemptions. Notwithstanding the foregoing, our officers, directors, sponsor, initial shareholders and their affiliates will not make purchases of Class A ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock.

Redemption Rights

At any general meeting called to approve an initial business combination- including the Silexion Business Combination- public shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination, less any taxes then due but not yet paid. Alternatively (although not applicable in the case of the Silexion Business Combination), we may provide our public shareholders with the opportunity to sell their Class A ordinary shares to us through a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid.

Our sponsor, initial shareholders and our officers and directors will not have redemption rights with respect to any Class A ordinary shares owned by them, directly or indirectly, whether acquired prior to our initial public offering or purchased by them in our initial public offering or in the after-market. Additionally, the holders of the representative shares will not have redemption rights with respect to the representative shares.

We may require public shareholders, whether they are a record holder or hold their shares in “street name,” to either (i) tender their certificates to our transfer agent or (ii) deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case prior to a date set forth in the proxy materials sent in connection with a proposal to approve the business combination. There is a nominal cost associated with the above-referenced delivery process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $45.00 and it would be up to the broker whether or not to pass this cost on to the holder. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. However, in the event we require shareholders seeking to exercise redemption rights to deliver their shares prior to the consummation of the proposed business combination, and the proposed business combination is not consummated, this may result in an increased cost to shareholders.

Any proxy solicitation materials we furnish to shareholders in connection with a vote for any proposed business combination will indicate whether we are requiring shareholders to satisfy such certification and delivery requirements. Accordingly, a shareholder would have from the time the shareholder received our proxy statement up until two business days prior to the scheduled vote on the proposal to approve the business combination to deliver his, her or its shares if he, she or it wishes to seek to exercise his redemption rights. This time period varies depending on the specific facts of each transaction. However, as the delivery process can be accomplished by the shareholder, whether or not he, she or it is a record holder or his, her or its shares are held in “street name,” in a matter of hours by simply contacting the transfer agent or the broker and requesting delivery of his, her or its shares through the DWAC System, we believe this time period is sufficient for an average investor. However, we cannot assure you of this fact.

Any request to redeem shares, once made, may be withdrawn at any time up to the vote on the proposed business combination or the expiration of the tender offer. Furthermore, if a holder of Class A ordinary shares delivered a certificate in connection with an election to redeem and subsequently decides prior to the applicable date not to elect to redeem, he or she may simply request that the transfer agent return the certificate (physically or electronically).

If the initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled at that time to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any shares delivered by public holders.

If the proposed Silexion Business Combination is not completed, we may continue to try to complete a business combination with a different target until the Second Extension Date (which is the 42 month anniversary of the closing of our initial public offering).

Redemption of Public Shares and Liquidation if No Initial Business Combination

Our sponsor, officers and directors agreed originally that we had only 24 months from the closing of our initial public offering to complete our initial business combination. That 24-month period has been extended, by virtue of our shareholders’ approvals of the Extensions at the Extension Meetings, to a 42-month period. If we are unable to complete our initial business combination within such 42-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 42-month time period. Our initial shareholders have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founders shares if we fail to complete our initial business combination within 42 months from the closing of our initial public offering. However, if our initial shareholders acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 42-month time frame.

Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would affect our public shareholders’ ability to redeem or sell their shares to us in connection with a business combination as described herein or to modify the substance or timing the redemption rights provided to shareholders as described in this Annual Report or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds of our initial public offering and the sale of the private units, other than the proceeds deposited in the trust account, and without taking into account interest earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors, which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we have requested that all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management performs an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed time frame, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Because we are a blank check company, rather than an operating company, and our operations are limited to searching for prospective target businesses to acquire, the only third parties we currently engage are vendors such as lawyers, investment bankers, computer or information and technical services providers or prospective target businesses. In the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations. None of our other officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the trust account are reduced below (1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.00 per share.

Our sponsor will not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. We have access to the proceeds of our initial public offering and the sale of the private units, with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors.

If we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable insolvency laws, and may be included in our insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any insolvency claims deplete the trust account, we cannot assure you we will be able to return $10.00 per share to our public shareholders. Additionally, if we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable preference. As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. Furthermore, our board may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Following the redemptions in connection with the Extension Meetings, our remaining public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (1) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (2) the redemption of any public shares properly submitted in connection with a shareholder vote to further amend our amended and restated memorandum and articles of association (A) that would affect our public shareholders’ ability to redeem or sell their shares to us in connection with a business combination as described herein or to modify the substance or timing of the redemption rights provided to shareholders as described in this Annual Report, or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (3) the redemption of our public shares if we are unable to complete our initial business combination within 42 months from the closing of our initial public offering, subject to applicable law and as further described herein. In no other circumstances will an existing shareholder have any right or interest of any kind to or in the trust account. In connection with the expected extraordinary general meeting at which the Silexion Business Combination (or any other initial business combination) will be presented for approval, a shareholder’s casting a vote will not, in and of itself, be deemed to be a redemption request for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights, as described above.

Amended and restated memorandum and articles of association

Our amended and restated memorandum and articles of association, as amended at the Extension Meetings, contain certain requirements that will apply to us until the completion of our initial business combination, including the following:

●

if we seek to amend our amended and restated memorandum and articles of association (A) in a manner that would affect our public shareholders’ ability to redeem or sell their shares to us in connection with a business combination or to modify the substance or timing of our obligation to redeem our public shares if we do not complete our initial business combination within 42 months from the closing of our initial public offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, we will provide public shareholders with the opportunity to redeem their public shares in connection with any such amendment. Specifically, our amended and restated memorandum and articles of association provide, among other things, that: prior to the completion of our initial business combination, we shall either (1) seek shareholder approval of our initial business combination at a general meeting called for such purpose at which public shareholders may elect to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed business combination, or (2) provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination by means of a tender offer (and thereby avoid the need for a shareholder vote), in each in cash, for an amount payable in cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein;

●

if we seek shareholder approval for our initial business combination, we will consummate the transaction only if a majority of the issued and outstanding ordinary shares that are voted at the general meeting are voted in favor of the business combination;

	●	we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon completion of our initial business combination (unless our shareholders approve an amendment to our amended and restated memorandum and articles of association to eliminate that requirement, as we intend to propose in connection with the extraordinary general meeting to approve the Silexion Business Combination);

	●	if our initial business combination is not consummated within 42 months from the closing of our initial public offering, then our existence will terminate and we will distribute all amounts in the trust account; and

●

prior to our initial business combination, we may not issue additional shares that would entitle the holders thereof to (1) receive funds from the trust account or (2) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we have to consummate a business combination beyond 42 months from the closing of our initial public offering or (y) amend the foregoing provisions.

These provisions cannot be amended without the approval of holders of at least two-thirds of our ordinary shares present and voting at a general meeting. In the event we seek shareholder approval in connection with our initial business combination (as will be the case for the Silexion Business Combination), our amended and restated memorandum and articles of association provide that we may consummate our initial business combination only if approved by an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting in favor of the business combination.

Additionally, our amended and restated memorandum and articles of association provide that, prior to our initial business combination, holders of our Class B ordinary shares are the only shareholders that will have the right to vote on the appointment of directors and the right to remove a member of the board of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by at least 90% of our ordinary shares voting in a general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial business combination, except as required by law, holders of our founders shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote.

Competition

We face intense competition from other entities having a business objective similar to ours, including private investors (either individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. In the event that we are unsuccessful in consummating the Silexion Business Combination, we believe that while there are numerous target businesses that we could potentially acquire with the net proceeds of our initial public offering and the sale of the private warrants (as reduced due to redemptions of public shares effected in connection with the Extensions), our ability to compete with respect to the acquisition of certain target businesses that are sizable is limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek shareholder approval of our initial business combination and we are obligated to pay cash for our Class A ordinary shares, it would further reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. We furthermore face competition from other newly-formed entities that may target a business combination transaction with similar focus areas as ours, which intensifies the competition that we face in achieving our objective.

Conflicts of Interest

Certain of our executive officers and directors have or may have fiduciary and contractual duties to certain companies in which they have invested. These entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing it. However, we do not expect these duties to present a significant conflict of interest with our search for an initial business combination.

Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

Indemnity

Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (1) $10.00 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations.

Silexion Business Combination Agreement

The following provides a summary of the material provisions of the Silexion Business Combination Agreement:

General Terms and Effects; Merger Consideration

Under the Silexion Business Combination structure, our merger subsidiary— Merger Sub-- will merge with and into Silexion, with Silexion continuing as the surviving company and a wholly-owned subsidiary of Moringa. Upon the effectiveness of the merger of Merger Sub into Silexion, each outstanding ordinary share and preferred share of Silexion will convert into such number of Class A ordinary shares of Moringa as is equal to the quotient obtained by dividing (x) the quotient obtained by dividing (1) $62,500,000 by (2) the number of fully diluted Silexion equity securities, by (y) $10.00 (the “Silexion Equity Exchange Ratio”). Each outstanding Silexion warrant and Silexion option to purchase one Silexion share, and Silexion restricted share unit (RSU) that may be potentially settled for one Silexion share, will become exercisable for, or will be subject to settlement for (as applicable), such number of Moringa Class A ordinary shares as are equal to the Silexion Equity Exchange Ratio. The exercise price per Moringa Class A ordinary share of each such converted Silexion option and Silexion warrant will be adjusted based on dividing its existing per share exercise price by the Silexion Equity Exchange Ratio. The terms of vesting, exercise and/or settlement, as applicable, of such converted options, warrants and RSUs shall remain the same following such conversion, except that the vesting of each outstanding Silexion option converted into a Moringa option will accelerate, such that such option will become fully vested.

The Silexion Business Combination Agreement provides that (i) the Business Combination is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the Business Combination Agreement is intended to be, and was adopted as, a “plan of reorganization” within the meaning of Sections 354, 361 and 368 of the Code and Treasury Regulations Sections 1.368-2(g) and 1.368-3(a).

Representations, Warranties and Covenants

The Silexion Business Combination Agreement contains customary representations, warranties, and covenants of Silexion and Moringa, including, among others, covenants relating to: the conduct of Silexion’s and Moringa’s respective businesses prior to the closing of the Silexion Business Combination; the appointment upon closing of a board of directors for Moringa consisting of seven members, of whom two will be designated by Moringa’s sponsor; the parties’ preparation and Moringa’s filing of a proxy statement/prospectus with the SEC; and the solicitation of Moringa’s shareholders’ approval of the Silexion Business Combination Agreement and the Silexion Business Combination.

No Survival

None of the representations or warranties in the Silexion Business Combination Agreement or in any instrument delivered pursuant to the Silexion Business Combination Agreement shall survive the closing and all rights, claims and causes of action (whether in contract or in tort or otherwise, or whether at law or in equity) with respect thereto shall terminate at the closing. The covenants and agreements of the parties contained in the Silexion Business Combination Agreement do not survive the closing, except for (i) those covenants and agreements to be performed after the closing, which covenants and agreements survive until fully performed, and (ii) the liability of any party with respect to fraud.

Conditions to Closing

The Silexion Business Combination Agreement contains customary conditions to closing, including the following mutual conditions of the parties (unless waived): (i) approval of the Silexion Business Combination Agreement and the Silexion Business Combination by the requisite votes of our shareholders; (ii) the expiration of all applicable waiting periods (and any extensions thereof) under antitrust laws; (iii) the absence of any applicable legal requirement prohibiting, enjoining, restricting or making illegal the consummation of the transactions under the Silexion Business Combination Agreement; (iv) the adoption of articles of association for Moringa in a form to be agreed upon between the parties; (v) the effectiveness of a Registration Statement on Form S-4 registering the issuance of Moringa Class A ordinary shares to be issued or issuable to Silexion’s security holders pursuant to the Silexion Business Combination and containing a proxy statement/prospectus; (vi) the approval of the listing of Moringa’s ordinary shares on Nasdaq; and (vii) the receipt of certain Israeli tax rulings in connection with the Silexion Business Combination.

In addition, unless waived by Silexion, the obligation of Silexion to consummate the transactions is subject to the satisfaction of the following additional closing conditions, in addition to delivery by us of customary certificates and other closing deliverables:

(i)

our representations and warranties being true and correct as of the date of the Silexion Business Combination Agreement and as of the closing (subject to certain materiality qualifiers);

(ii)

our having performed in all material respects our obligations and complied in all material respects with our covenants and agreements under the Silexion Business Combination Agreement required to be performed or complied with by us on or prior to the date of the closing;

(iii)

no SPAC Material Adverse Effect (as defined in the Silexion Business Combination Agreement) shall have occurred since the date of the agreement;

(iv)

the forfeiture by our sponsor for retirement of 1,567,000 of the founders shares held by it, such that the sponsor will retain 1,308,000 founders shares, provided that those 1,567,000 founders shares may, in lieu of forfeiture, be transferred by the sponsor to unaffiliated third parties in order to reduce transaction related fees, as consideration for investors providing backstop financing, entering into non-redemption agreements with Moringa, or providing other financial support in connection with the Silexion Business Combination;

(v)

Moringa maintaining at least $350,000 of cash immediately prior to the Business Combination, in respect of which the sponsor shall retain 1,308,000 founders shares;

(vi)

the sponsor’s forfeiture of a portion of the 1,308,000 founders shares to be retained by it in the event that Moringa’s cash level is less than the full $500,000— in which case the sponsor will forfeit (x) 8,000 founders shares, and (y) for every $1,000 deficiency from the $500,000 amount, up to a maximum allowable deficiency of $150,000, an additional 333 and one-third founders shares (rounded to the nearest whole share), for up to a total of 58,000 additional founders shares that may be forfeited pursuant to clauses (x) and (y);

(vii)

all expenses incurred or owed by Moringa in relation to the Silexion Business Combination, including all fees for legal, accounting, audit, printing and other professional services in connection therewith, but excluding any fees that may be payable by Moringa to the underwriters of the IPO under the Marketing Agreement, shall not exceed an aggregate amount of $1,000,000, assuming that the closing occurs by no later than August 19, 2024;

(viii)

the confirmation by Moringa of new employment agreements with certain senior employees of Silexion;

(ix)

the issuance by Moringa to the sponsor of an amended and restated promissory note with a capped principal amount in replacement of all existing promissory notes that Moringa has issued to the sponsor from the IPO until the closing; and

(x)

the execution of an amended and restated registration rights and lock-up agreement by Moringa and the sponsor.

Unless waived by Moringa, the obligation of Moringa to consummate the transactions is subject to, among other matters, the satisfaction of the following additional closing conditions, in addition to the delivery by Silexion of customary certificates and other closing deliverables:

(i)

the representations and warranties of Silexion being true and correct as of the date of the Silexion Business Combination Agreement and as of the closing (subject to certain materiality qualifiers);

(ii)

Silexion having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Silexion Business Combination Agreement required to be performed or complied with by it on or prior to the date of the closing;

(iii)

no Company Material Adverse Effect (as defined in the Silexion Business Combination Agreement) shall have occurred since the date of the Silexion Business Combination Agreement;

(iv)

all Silexion warrants shall have been exercised (on a cashless basis) prior to the effective time;

(v)

the receipt by Moringa from Silexion of fully executed copies of all subscription agreements under a Convertible Loan Financing of Silexion, and at least $3,500,000 of the proceeds payable to Silexion or its subsidiary thereunder shall have been received by Silexion or its subsidiary (as applicable); and

(vi)

all of the proceeds from the foregoing Convertible Loan Financing shall have been converted into shares of Silexion prior to the effective time of the Silexion Business Combination.

The Silexion Business Combination is expected to be consummated after obtaining the required approval by the shareholders of Moringa and the satisfaction of the above closing conditions.

Termination

The Silexion Business Combination Agreement may be terminated by mutual written consent of Moringa and Silexion, or by either party under certain circumstances, including, among others: (i) the failure to consummate the business combination by August 19, 2024; (ii) the failure of either party to obtain the requisite approval by its shareholders of the Silexion Business Combination; (iii) the issuance of a final and non-appealable order or injunction preventing the business , or (iv) a material breach of any representation, warranty, covenant, or agreement by the other party that is not cured within a specified period. The Silexion Business Combination Agreement also allows Moringa alone to terminate the agreement at any time prior to April 2, 2024 if not all of the executed copies of the subscription agreements under Silexion’s Convertible Loan Financing are provided to Moringa or if at least $3,500,000 of the proceeds payable to Silexion or its subsidiary thereunder have not been received by Silexion, in each case on or before March 10, 2024. The Silexion Business Combination Agreement does not provide for the payment of termination fees by either party in the case of any of the foregoing termination scenarios.

Governing Law

The Silexion Business Combination Agreement is governed by the laws of the State of Delaware and the parties are subject to exclusive jurisdiction of federal and state courts located in the State of Delaware (and any appellate courts thereof), provided that (i) the fiduciary duties of Moringa’s board of directors, and such other provisions of the Silexion Business Combination Agreement expressly required by the terms of the agreement, shall be governed by the laws of the Cayman Islands, and (ii) the merger of Merger Sub with and into Silexion, the fiduciary duties of Silexion’s board of directors, and such other provisions of the Silexion Business Combination Agreement expressly required by the terms of the agreement, will be governed by the Israeli Companies Law, 5759-1999.

A copy of the Silexion Business Combination Agreement serves as Exhibit 2.1 to this Annual Report and is incorporated herein by reference, and the foregoing description of the Silexion Business Combination Agreement is qualified in its entirety by reference thereto.

Related Agreements

Silexion Support Agreement

Certain shareholders of Silexion (as listed in the agreement) will enter into a shareholder voting and support agreement with Silexion and Moringa (the “Silexion Support Agreement”). Pursuant to such agreement, each Silexion shareholder party thereto irrevocably and unconditionally will agree that, at any meeting of the shareholders of Silexion (whether annual or special and whether or not an adjourned or postponed meeting), including any class meetings, class votes or class consents, and in connection with any written consent of shareholders of Silexion, such shareholder shall, and shall cause any other holder of record of any of such shareholder’s Covered Shares (as defined therein) to: (a) if and when such meeting is held, appear at such meeting (in person or by proxy), and if a quorum is not present, to vote (in person or by proxy) in favor of adjournment of such meeting of the shareholders to a later date, as in accordance with Silexion’s Articles of Association as in effect at such time; (b) vote, in person or by proxy, or validly execute and deliver any written consent with respect to all of the shareholder’s Covered Shares in favor of the resolutions in the form attached to the agreement and any other resolutions in favor of (i) the Silexion Business Combination and the adoption of the Silexion Business Combination Agreement, and (ii) any other matters necessary or reasonably requested by Silexion for consummation of the Silexion Business Combination and the other transactions contemplated by the Silexion Business Combination Agreement; (c) vote, in person or by proxy, or validly execute and deliver any written consent with respect to all of the shareholder’s Covered Shares against (A) any transaction, action or agreement of any kind (other than the Silexion Business Combination) concerning the sale or transfer of (x) all or any material part of the business or assets of Silexion or (y) any of the shares or other equity interests or profits of Silexion, that would reasonably be expected to (i) frustrate the purposes of, impede, interfere with, delay, postpone or adversely affect the Silexion Business Combination (including the consummation thereof), (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of Silexion under the Silexion Business Combination Agreement, or cause any of the conditions to closing set forth in the Silexion Business Combination Agreement not to be fulfilled or satisfied, or (iii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the shareholder contained in the Silexion Support Agreement, and (B) any merger agreement or merger (other than the Silexion Business Combination Agreement and the Silexion Business Combination), consolidation, combination, sale of all or substantially all assets, scheme of arrangement, reorganization, recapitalization, dissolution, liquidation or winding up of or by Silexion. Each shareholder of Silexion party to the Silexion Support Agreement will grant a proxy in furtherance of its voting undertakings pursuant to the agreement.

A copy of the form of Silexion Support Agreement serves as Exhibit 10.9 to this Annual Report and is incorporated herein by reference, and the foregoing description of the Silexion Support Agreement is qualified in its entirety by reference thereto.

Form of Sponsor Support Agreement

Our sponsor will enter into a sponsor support agreement with Silexion and Moringa (the “Sponsor Support Agreement”). Pursuant to such agreement, the sponsor will irrevocably and unconditionally agree that, at any meeting of the shareholders of Moringa, and in connection with any written consent of shareholders of Moringa, it shall: (A) if and when such meeting is held, appear at such meeting (in person or by proxy), and vote (in person or by proxy), or validly execute and deliver any written consent with respect to its Shares (as defined therein) in favor of the adoption and approval of the Silexion Business Combination Agreement, the transactions thereunder and any other proposals recommended by Moringa’s board of directors in connection with the transactions as to which shareholders of Moringa are called upon to vote or consent to; (B) vote against any action or agreement that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Moringa or its affiliates under the Silexion Business Combination Agreement or that would reasonably be expected to result in any of the conditions to Moringa’s or any of its affiliates’ obligations under the Silexion Business Combination Agreement not being fulfilled; (C) vote against any agreement, transaction or other matter that is intended to, or would reasonably be expected to (i) impede, interfere with, delay, postpone, discourage or adversely affect the transactions and the consummation thereof, (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of Moringa or its affiliated parties under the Silexion Business Combination Agreement, or cause any of the conditions to closing set forth in the Silexion Business Combination Agreement not to be fulfilled or satisfied, or (iii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the sponsor contained in the Sponsor Support Agreement; and (D) vote in favor of the directors nominated or designated for Moringa in accordance with the Silexion Business Combination Agreement.

Our sponsor will furthermore agree in the Sponsor Support Agreement to comply with the forfeiture provisions of the Silexion Business Combination Agreement with respect to its founders shares and with the lock-up provisions related to the other Moringa Class A ordinary shares held by it.

The Sponsor Support Agreement also imposes a transfer restriction on all Subject Securities (as defined in therein) held by the sponsor from and after the date of the agreement and until the earlier of (a) the termination of the agreement (which will occur upon the termination of the Silexion Business Combination Agreement), or (b) the closing, including entry into any contract that would reasonably be expected to require the sponsor to transfer the Subject Securities. Likewise, the agreement prohibits the sponsor from entering into any voting trust, proxy or other contract with respect to the voting or transfer of the Subject Securities (other than the agreement itself).

A copy of the form of Sponsor Support Agreement serves as Exhibit 10.10 to this Annual Report and is incorporated herein by reference, and the foregoing description of Sponsor Support Agreement is qualified in its entirety by reference thereto.

Amended and Restated Promissory Note

Also in connection with the closing of the Silexion Business Combination, Moringa will issue to the sponsor an amended and restated promissory note that amends and restates, and replaces, in their entirety, all existing outstanding promissory notes issued by us to the sponsor (the “A&R Sponsor Promissory Note”), under which (a) the total amount owed by us to the sponsor through the closing date of the business combination has been capped (the “Promissory Note Cap”) at (i) $5,200,000, minus (ii) any fee or expense that may be paid or owed by us pursuant to the Marketing Agreement, which net amount will be reflected in the A&R Sponsor Promissory Note to be issued by us at the closing. Any outstanding amount loaned by the sponsor to our company in excess of the Promissory Note Cap will be attributed to the conversion shares issuable upon maturity of the note as additional paid-in capital. The maturity date of the A&R Sponsor Promissory Note will be the 30-month anniversary of the closing date of the Silexion Business Combination. Amounts outstanding under the A&R Sponsor Promissory Note may be repaid (unless otherwise decided by us) only by way of conversion into Moringa Class A ordinary shares. The sponsor may also convert amounts outstanding under the A&R Sponsor Promissory Note at the price per share at which we conduct an equity financing following the closing of the business combination, subject to a minimum conversion amount of $100,000, in an amount of shares constituting up to thirty percent (30%) of the number of Class A ordinary shares issued and sold by us in such equity financing. The sponsor may also elect to convert amounts of principal outstanding under the note into Class A ordinary shares at any time following the twenty-four (24) month anniversary of the closing date, subject to a minimum conversion of $10,000, at a price per share equal to the volume weighted average price of the Moringa Class A ordinary shares on the principal market on which they are traded during the twenty (20) consecutive trading days prior to the conversion date.

A copy of the form of A&R Sponsor Promissory Note serves as Exhibit 10.8.2 to this Annual Report and is incorporated herein by reference, and the foregoing description of A&R Sponsor Promissory Note is qualified in its entirety by reference thereto.

Facilities

We currently maintain our executive offices at 250 Park Avenue, 7^th Floor, New York, NY 10177. Our executive offices are provided to us by our sponsor at a minimal payment per month (included in the fee of up to $10,000 per month that we pay to our sponsor for administrative and support services). We consider our current office space adequate for our current operations.

Employees

As of the date of this Annual Report, we do not have any employees. We have three officers, none of whom receives compensation for serving in such capacity. Members of our management team are not obligated to devote any specific number of hours to our matters but they devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that our officers or any other members of our management team devote in any time period varies based on the status of our pursuit of a target business for our initial business combination and the current stage of the business combination process.

Periodic Reporting and Financial Information

We have registered our units, Class A ordinary shares and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports contain financial statements audited and reported on by our independent registered public auditors.

We will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials to be sent to shareholders to assist them in assessing the target business. These financial statements may be required to be prepared in accordance with, or be reconciled to, U.S. GAAP or IFRS, depending on the circumstances and the historical financial statements will be required to be audited in accordance with PCAOB standards. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We do not believe that this limitation will be material.

We are required to evaluate our internal control procedures for the fiscal year ended December 31, 2023, as required by the Sarbanes-Oxley Act; however, as we are not deemed to be a large accelerated filer or an accelerated filer, and still qualify as an emerging growth company (as described below), we are not required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earliest of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceed $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter.

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding.

Item 1A. Risk Factors

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination

We may not be able to complete the Silexion Business Combination (or any other initial business combination) within the prescribed time frame, in which case our public shareholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

Our sponsor, officers and directors have agreed that we must complete our initial business combination within 42 months from the closing of our initial public offering (following shareholder approval of the Second Extension). We may not be able to complete the Silexion Business Combination or any other initial business combination within such time period. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.

If we are unable to complete our initial business combination within such 42 month period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may receive only $10.00 per share, or less than $10.00 per share, on the redemption of their shares, and our warrants will expire worthless. See “- If we are unable to complete the Silexion Business Combination or another business combination by August 19, 2024 (or such later date as our shareholders may approve) and liquidate the trust account…” and other risk factors below.

If the combined company following the Silexion Business Combination does not have sufficient financing to develop its platform and continue in business, it may incur substantial debt following the completion of the Silexion Business Combination, which may adversely affect the combined company’s leverage and financial condition.

As of the date of this Annual Report, neither Silexion nor Moringa has any external financing in place for the combined company at or following the closing of the Silexion Business Combination, other than the expected $3.5 million or more of convertible loans to be received by Silexion and the $350,000 to $500,000 of minimum cash to be maintained in Moringa as of the closing. Neither Silexion nor Moringa can give any assurance that it will be able to negotiate a more significant financing for Moringa following the closing. Any financing may significantly dilute the equity interest of the continuing shareholders of Moringa and may include unfavorable terms, including giving an investor the ability to acquire shares at a price which is less than the market price of the ordinary shares at the time of purchase of Moringa Class A ordinary shares, whether upon conversion of a debt instrument or a takedown under an equity line of credit. Moringa can give no assurance that the combined company following the Silexion Business Combination will be able to enter into any financing on terms that it considers reasonable and which would not hurt the combined company’s leverage and financial condition.

If we are unable to complete the Silexion Business Combination or another business combination by August 19, 2024 (or such later date as our shareholders may approve) and liquidate the trust account, third parties may also bring claims against us and, as a result, the proceeds held in the trust account could be reduced and the per share liquidation price received by our shareholders could be less than $10.00 per share.

Under the terms of our amended and restated memorandum and articles of association (as amended by the Extensions), we must complete a business combination by August 19, 2024, or else must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of the remaining Moringa shareholders and the Moringa board, dissolving and liquidating. In such event, third parties may bring claims against us. Although we have obtained waiver agreements from certain vendors and service providers (other than our independent auditors) we have engaged and owe money to, and the prospective target businesses we have negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims that could take priority over those of the public shareholders.

Our sponsor has agreed that it will be liable to our company if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we had discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether the sponsor has sufficient funds to satisfy its indemnity obligations and believe that the sponsor’s only assets are securities of Moringa. Accordingly, the sponsor may not have sufficient funds available to satisfy those obligations. We have not asked the sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the trust account, the funds available for the Silexion Business Combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete the Silexion Business Combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share or (ii) such lesser amount per share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share.

The completion of the proposed Silexion Business Combination, and the operations of Silexion, may be materially adversely affected by certain current unfavorable macro-economic trends.

Certain global macro-economic trends that developed in the aftermath of the COVID-19 pandemic have been adversely impacting the global economic environment. Supply chain delays, initially caused by closures during the pandemic, and rising shipping costs, which have been exacerbated by the ongoing Russian invasion of the Ukraine and the Houthis’ attacks in the Red Sea, have contributed towards inflationary pressures on many goods and commodities globally. The upwards pressure on prices of goods and services, causing high rates of inflation globally, caused governments and central banks to raise interest rates, which has been inhibiting economic activity and access to capital markets, and may cause a recession, whether in individual countries or regions, or globally.

These deteriorating economic conditions may adversely impact access to financing for the combined company upon the consummation of the proposed Silexion Business Combination.

If the disruptions posed by unfavorable macro-economic conditions continue for a further extensive period of time, the operations of Silexion may be adversely affected.

If our funds being held outside of the trust account are insufficient to allow us to operate through the Second Extension Date, and we are unable to obtain additional capital, we may be unable to complete our initial business combination, in which case our public shareholders may only receive $10.00 per share or less, under certain circumstances.

As of December 31, 2023, we had approximately $108 thousand in cash held outside the trust account to fund our working capital requirements. The funds available to us outside of the trust account may not be sufficient to allow us to operate until the Second Extension Date, assuming that the Silexion Business Combination is not completed earlier than the Second Extension Date. We might not have sufficient funds to continue paying for our ongoing operations and expenses related to the Silexion Business Combination.

If we are required to seek additional capital, we would need to borrow additional funds from the Sponsor under additional promissory notes that we may issue to it, or from members of our management team or other third parties, in order to continue to operate, or else we may be forced to liquidate. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. If we are unable to obtain additional financing, we may be unable to complete the Silexion Business Combination. If we are unable to complete the Silexion Business Combination or any other initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive approximately $10.00 per share (or less, under certain circumstances) on our redemption of the remaining outstanding public shares.

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

We have limited cash resources, and will need to obtain additional funds, in order to satisfy our liquidity needs in our current efforts to consummate the Silexion Business Combination. Additional financial support may be provided by the sponsor under promissory notes that we may issue to it, although the sponsor is not obligated to provide such support. We have already borrowed approximately $2.84 million, in the aggregate, from the sponsor (including the maximum amounts that the sponsor has committed to contribute to the trust account, as loans to us, in connection with the Extensions). If we are unable to consummate the Silexion Business Combination by August 19, 2024, or other later date to which such deadline may be extended, we will cease to exist. In light of the foregoing, there may be substantial doubt raised about our ability to continue as a “going concern.” Please see the explanatory paragraph under the heading “Substantial Doubt about the Company’s Ability to Continue as a Going Concern” in our independent auditors’ report on our financial statements that appears in this Annual Report. The financial statements contained in this Annual Report do not include any adjustments that might result from our inability to consummate a business combination or inability to continue as a “going concern.”

We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

As a result of the material weakness that we identified as of the end of the first quarter of 2021, the change in accounting for the certain complex features of our Class A ordinary shares and private placement warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weaknesses in our internal control over financial reporting and the preparation of our financial statements. As of the date of this Annual Report, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete the Silexion Business Combination or any other business combination.

In connection with the shareholder approval of the Silexion Business Combination, our sponsor, directors, officers, advisors or any of their affiliates may elect to purchase shares from public shareholders, which may influence a vote on a proposed business combination and reduce the public float of our securities.

Our initial shareholders, directors, officers, advisors or any of their affiliates may purchase public shares in privately negotiated transactions or in the open market either prior to or following the completion of the Silexion Business Combination, although they are under no obligation or duty to do so. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, directors, officers, advisors or any of their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. The price per share paid in any such transaction may be different than the amount per share a public shareholder would receive if it elected to redeem its shares in connection with the Silexion Business Combination. The purpose of such purchases could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of our initial business combination or to satisfy Nasdaq initial listing requirements at the closing of our initial business combination, where it appears that such requirements would otherwise not be met. This may result in the completion of our initial business combination in a situation where it may not have otherwise been possible. If such purchases are made, the public “float” of the combined company and the number of beneficial holders of the combined company’s securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of its securities on Nasdaq.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency laws, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy or insolvency claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of up to $18,292 and to imprisonment for five years in the Cayman Islands.

We are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions, and consequently, you may have no assurance from an independent source that the price we are paying for Silexion or any other target business is fair to our company from a financial point of view.

Unless we complete our initial business combination with an affiliated entity, we are not required to (nor have we, in the case of the Silexion Business Combination) obtain an opinion from an independent investment banking firm, or from another independent entity that commonly renders valuation opinions, that the price we are paying for a target company is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination.

We will likely only be able to complete one business combination with the proceeds of our initial public offering and the sale of the private units, following redemptions, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.

Of the net proceeds from our initial public offering and the sale of the private units, following approval of the First Extension and the Second Extension, only approximately $5.7 million of funds remain available in our trust fund (as of December 31, 2023), assuming no further redemptions. Of those funds, we expect that we may need to pay a significant portion as an advisory fee to EarlyBirdCapital in connection with our initial business combination.

Because of the amount of the remaining funds in the trust account and the lack of time remaining until the Second Extension Date deadline by which we must complete our initial business combination, we will only effectuate our initial business combination with a single target business. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory risks. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry.

Accordingly, the prospects for our success may be:

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solely dependent upon the performance of a single business, such as Silexion’s; or

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dependent upon the development or market acceptance of a single or limited number of products, processes or services, such as those offered by Silexion.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry (such as the biotechnology industry, in respect of Silexion) in which we may operate subsequent to our initial business combination.

We are seeking a business combination with Silexion, a clinical stage company, which lacks an established record of revenue or earnings.

To the extent we complete our initial business combination with Silexion or another clinical stage or early stage company, or any other entity lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile or no revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors have endeavored to evaluate the risks inherent in Silexion, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have had adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact Silexion’s business.

In order to effectuate an initial business combination, blank check companies have, in the past, amended various provisions of their charters and modified governing instruments. We cannot assure you that we will not seek to further amend our amended and restated memorandum and articles of association or governing instruments, in a manner that will make it easier for us to complete our initial business combination that some of our shareholders may not support.

In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments. For example, blank check companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination. We have amended our amended and restated memorandum and articles of association to provide for the First Extension, the Second Extension and to enable our sponsor to convert its founders shares from Class B ordinary shares into Class A ordinary shares before the completion of a business combination. Any additional amendment will require at least a special resolution of our shareholders as a matter of Cayman Islands law. A resolution is deemed to be a special resolution as a matter of Cayman Islands law where it has been approved by either (1) at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s shareholders at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given or (2) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s shareholders. Our amended and restated memorandum and articles of association provide that special resolutions must be approved either by at least two-thirds of our shareholders who attend and vote at a shareholders meeting (i.e., the lowest threshold permissible under Cayman Islands law) (other than amendments relating to the appointment or removal of directors prior to our initial business combination, which require the approval of at least 90% of our ordinary shares voting in a general meeting), or by a unanimous written resolution of all of our shareholders. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments or further extend the time to consummate an initial business combination in order to effectuate our initial business combination.

We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least a majority of the then outstanding public warrants.

Our warrants have been issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least a majority of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least a majority of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls in our Annual Report on Form 10-K. We are not deemed to be a large accelerated filer or an accelerated filer, and qualify as an emerging growth company, therefore we are not required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target company with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

Risks Relating to our Management Team

Our ability to successfully effect our initial business combination and to be successful thereafter is totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel will likely remain with Silexion in board member or advisory positions following our Business Combination, all of the management of Silexion will remain in place. While the combined company would intend to closely scrutinize any individuals it engages after the Silexion Business Combination, we cannot assure you that its assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause the company to have to expend time and resources helping them become familiar with such requirements.

Past performance by the companies in which our management team and our sponsor’s members and affiliates have been involved may not be indicative of future performance of an investment in us.

Information regarding performance by, or businesses associated with, our management team and sponsor’s members and affiliates is presented for informational purposes only. Past performance by our management team and sponsor’s members and affiliates is not a guarantee of success with respect to any business combination we may consummate, including the Silexion Business Combination. You should not rely on the historical record of our management team and sponsor’s members and affiliates as indicative of our future performance and you may lose all or part of your invested capital. Additionally, in the course of their respective careers, members of our management team and our sponsor’s members and affiliates have been involved in businesses and deals that were unsuccessful. None of our officers, directors or the partners or affiliates of our sponsor have had management experience with blank check companies or special purpose acquisition corporations in the past.

We are dependent upon our officers and directors and their departure could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of individuals, and particularly Mr. Levin, our Chairman of the Board and Chief Executive Officer, and our other officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.

Our officers and directors allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

Our officers and directors are not required to, and do not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he or she may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs, which may have a negative impact on our ability to complete our initial business combination. For a complete discussion of our officers’ and directors’ other business affairs, please see “Item 10. Directors, Executive Officers and Corporate Governance.”

Certain of our officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Following the completion of our initial public offering and until we consummate our initial business combination, we engage in the business of identifying and combining with one or more businesses. Our sponsor and officers and directors are, or may in the future become, affiliated with entities such as operating companies or investment vehicles that are engaged in making and managing investments in a similar business.

Our officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to other entities prior to its presentation to us, subject to his or her fiduciary duties under Cayman Islands law.

For a complete discussion of our officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see “Item 10. Directors, Executive Officers and Corporate Governance” and “Item 13. Certain Relationships and Related Transactions, and Director Independence.”

Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

Since our initial shareholders will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares they may acquire), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

Prior to our initial public offering, our sponsor purchased an aggregate of 2,875,000 founders shares for an aggregate purchase price of $25,000. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. Simultaneous with the two closings of our initial public offering, our sponsor purchased an additional 325,000 and 27,857 Class A ordinary shares, and warrants to purchase an additional 162,500 and 13,928 Class A ordinary shares, respectively. As such, our sponsor owns 3,227,857 ordinary shares, which constitute approximately 83.4% of our issued and outstanding shares following the redemptions of public shares effected in connection with the Extensions. The founders shares will be worthless if we do not complete an initial business combination. The founders shares are identical to the Class A ordinary shares included in the units being sold in our initial public offering except that until the consummation of our initial business combination transaction, only the founders shares (currently, only the one founders share that remains a Class B ordinary share) have the right to vote on the appointment of directors. In addition, both the founders shares and the private (Class A ordinary) shares purchased by the sponsor concurrently with the offering are subject to certain transfer restrictions (unlike public shares). Furthermore, our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to their shares in connection with the completion of our initial business combination and (B) to waive their rights to liquidating distributions from the trust account with respect to their founders and private shares if we fail to complete our initial business combination within 24 months (as was automatically extended to 42 months upon approval of the Second Extension) from the closing of our initial public offering (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame), as described herein and in our amended and restated memorandum and articles of association.

The personal and financial interests of our sponsor, officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the 42-month deadline following the closing of our initial public offering nears, which is the current deadline for the completion of our initial business combination.

Since our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any bona-fide, documented out-of-pocket expenses if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

At the closing of our initial business combination, our sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any bona-fide, documented out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on our behalf. These financial interests of our sponsor, officers and directors may influence their motivation in identifying and selecting a target business combination and completing an initial business combination.

Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

In the recent period of time, the market for directors and officers liability insurance for special purpose acquisition companies has changed. The premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. There can be no assurance that these trends will not continue.

The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors.

In addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity will likely need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-business combination entity and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.

Our search for a business combination opportunity with a company located in or connected to Israel may be subject to a variety of additional risks that may negatively impact either the search process and/or the operations of the combined company.

Because we seek an initial business combination with a company that is located in Israel or that has a significant Israeli connection, we may face additional burdens in investigating, agreeing to and completing our initial business combination, and if we effect such business combination, we could be subject to a variety of additional risks that may negatively impact our operations.

Since the establishment of the State of Israel in 1948, a number of armed conflicts have occurred between Israel and its neighboring countries and terrorist organizations active in the region. These conflicts have involved missile strikes, hostile infiltrations and terrorism against civilian targets in various parts of Israel, which have negatively affected business conditions in Israel.

In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks.

The intensity and duration of Israel’s current war against Hamas is difficult to predict, as are such war’s economic implications on the business and operations on any target company with which we may combine, and on Israel's economy in general. These events may cause wider macroeconomic deterioration in Israel, which may have a material adverse effect on our ability to effectively complete our business combination process, or on the operations of an Israel-centered target company with which we may combine.

In connection with the Israeli security cabinet’s declaration of war against Hamas and possible hostilities with other organizations, several hundred thousand Israeli military reservists were drafted to perform immediate military service. Certain of our executives and board members live in Israel, and employees of a target company with which we may combine, or its service providers, may be located in Israel, and may have been called, or will be called, for service in the current or future wars or other armed conflicts with Hamas, and such persons may be unavailable for extended periods of time. Our business combination search and the operations of our potential target companies may be disrupted by such absences, which may materially and adversely affect our ability to complete a business combination before the Second Extension Date and/or the operations of our potential target company. Additionally, the absence of employees of a target company’s Israeli suppliers and/or contract manufacturers due to military service in the current or future wars or other armed conflicts may disrupt their operations, which in turn may materially and adversely affect our target company’s ability to deliver or provide products and services to customers.

We may not be able to adequately address these additional risks. If we are unable to do so, we may be unable to complete our initial business combination before the Second Extension Date, or, if we complete such initial business combination in time, our operations might suffer, which may adversely impact our business, financial condition and results of operations.

Risks Relating to our Securities

We are currently not in compliance with the Nasdaq continued listing requirements. If we are unable to regain compliance with Nasdaq’s listing requirements, our securities could be delisted, which could affect our securities’ market price and liquidity, and could also frustrate our ability to complete our initial business combination.

On February 20, 2024, we received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department indicating that unless we timely request a hearing before the Nasdaq Hearings Panel (the “Panel”), trading of our securities on The Nasdaq Capital Market was to be suspended at the opening of business on February 29, 2024, due to our non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. We requested a hearing before the panel, which is scheduled for April 23, 2024.

We cannot assure you that we will be able regain compliance with Nasdaq IM-5101-2 and maintain compliance with all other Nasdaq continued listing requirements. In particular, if we are unable to convince the Panel that we will qualify for initial listing on Nasdaq upon the completion of the Silexion Business Combination, we will likely be unsuccessful in obtaining a desired six-month extension to regain compliance with the subject Nasdaq IM-5101-2, as the sole means to regain compliance and remedy our current non-compliance is to complete the Silexion Business Combination (or any other potential business combination) prior to the end of the extension period.

You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.

Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (1) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of the redemption rights provided to shareholders as described in this Annual Report, or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (3) the redemption of our public shares if we are unable to complete our initial business combination within 24 months (as was automatically extended to 42 months upon approval of the Second Extension) from the closing of our initial public offering, subject to applicable law and as further described herein. In no other circumstances will a shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

SEC rules affecting special purpose acquisition companies may adversely affect our ability to negotiate and complete our initial business combination. In particular, certain of the procedures that we, a potential initial business combination target, or others may determine to undertake in connection with our initial business combination may increase our costs and the time needed to complete our initial business combination and may constrain the circumstances under which we could complete an initial business combination. We may be forced to liquidate the U.S. government treasury obligations or money market funds held in the trust account or liquidate and dissolve our company at an earlier time than we might otherwise choose.

To the extent that Moringa, as a SPAC, is deemed to be subject to regulation under the Investment Company Act of 1940, referred to as the Investment Company Act, or, in order to avoid that regulation, we limit our duration, alter the assets that we hold, change our business purpose, or limit our activities, that may increase the costs of and the time needed to complete our initial business combination, and may constrain the circumstances under which we could complete our initial business combination. Because we are more at risk of being considered an unregistered investment company if the funds in the trust account are held in short-term U.S. government treasury obligations or in money market funds for a longer period of time, we are more likely to liquidate those investments sooner than desired and thereafter hold all funds in the trust account in an interest-bearing demand deposit account. That may also lead to our liquidating and dissolving our company at an earlier time than we might otherwise choose.

If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial business combination and instead liquidate and dissolve the Company.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours. It is possible that a claim could be made that we have been operating as an unregistered investment company. The longer that the funds in the trust account are invested exclusively in short-term U.S. government treasury obligations or in money market funds, the greater the risk that we may be considered an unregistered investment company.

If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial business combination and instead liquidate and dissolve the Company. If we are required to liquidate and dissolve, our shareholders would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our warrants would expire worthless.

Moringa may be deemed a “foreign person” and therefore may not be able to complete its business combination because such transaction may be subject to regulatory review and approval requirements, including pursuant to foreign investment regulations and review by governmental entities such as the Committee on Foreign Investment in the United States, or may be ultimately prohibited.

Our sponsor, Moringa Sponsor, LP, is a non-U.S. entity that is controlled by non-U.S. persons. We may pursue a business combination target in any business or industry and across any geographical region, including in the United States. Certain transactions in the United States are subject to specific rules or regulations that may limit, prohibit, or create additional requirements with respect to foreign ownership of a U.S. company. In particular, our initial business combination, if effected with a U.S. target company, may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, the Committee on Foreign Investment in the United States, or CFIUS, has authority to review certain direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily. If CFIUS determines that an investment threatens national security, CFIUS has the power to impose restrictions on the investment or recommend that the President of the United States prohibit it or order divestment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, the nationality of the parties, the level of beneficial ownership interest and the nature of any information or governance rights involved.

As such, a business combination with a U.S. business or foreign business with U.S. operations that we may potentially wish to pursue may be subject to CFIUS review. If a particular proposed business combination with a U.S. business falls within CFIUS’ jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction. CFIUS may decide to delay or recommend that the President of the United States block our proposed initial business combination, require conditions with respect to such initial business combination or recommend that the President of the United States order us to divest all or a portion of the U.S. target business of our business combination that we acquired without first obtaining CFIUS approval, which may limit the attractiveness of, or delay or prevent us from pursuing, certain target companies that we believe would otherwise be beneficial to us and our shareholders. In addition, certain types of U.S. businesses may be subject to rules or regulations that limit or impose requirements with respect to foreign ownership.

If CFIUS determines it has jurisdiction, CFIUS may decide to recommend a block or delay our business combination, or require conditions with respect to it, which may delay or prevent us from consummating a potential transaction. It is unclear at this stage whether any such potential business combination transaction would fall within CFIUS’ jurisdiction, and if so, whether we would be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS.

The process of review by a governmental entity, whether by CFIUS or otherwise, could be lengthy. Because we only have a limited amount time left to complete our business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate and dissolve. If we are unable to consummate our initial business combination within the applicable time period required, including as a result of extended regulatory review, we will, as promptly as reasonably possible, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman law to provide for claims of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit from an investment in a target company and the chance of realizing future gains through any price appreciation in the combined company. Additionally, our warrants will become worthless. As a result, the pool of potential targets with which we could complete a business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar ties to non-U.S. persons.

Our sponsor controls the appointment of our board of directors until completion of our initial business combination and hold a substantial interest in us. As a result, it appoints all of our directors prior to our initial business combination and may exert a substantial influence on actions requiring shareholder vote, potentially in a manner that you do not support.

Our sponsor owns 83.4% of our issued and outstanding ordinary shares. In addition, prior to our initial business combination, only the sole outstanding Class B ordinary share, which is held by our sponsor, has the right to vote on the appointment of directors, and may remove a member of the board of directors for any reason. Neither our sponsor nor, to our knowledge, any of our officers or directors, has any current intention to purchase additional securities, other than as disclosed in this Annual Report. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, as a result of its substantial ownership in our company, our sponsor may exert a substantial influence on other actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association and approval of major corporate transactions. If our sponsor purchases any Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase its influence over these actions. Accordingly, our sponsor exerts significant influence over actions requiring a shareholder vote at least until the completion of our initial business combination.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant; provided that the last reported sales price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like or as indicated above) for any 20 trading days within a 30 trading-day period commencing on the date they become exercisable and ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you to: (1) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (3) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees.

Even if we consummate the Silexion Business Combination, our publicly traded warrants may never be in the money, and they may expire worthless.

The exercise price for our public warrants is $11.50 per share. There can be no assurance that the public warrants will be in the money prior to their expiration and, as such, the warrants may expire worthless. The terms of public warrants may be amended in a manner that may be adverse to the holders. The Warrant Agreement between Continental, as warrant agent, and us, provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of a majority of the then-outstanding public warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least a majority of the then-outstanding public warrants approve of such amendment. Our ability to amend the terms of the warrants with the consent of a majority of the then-outstanding public warrants is unlimited. Examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of Moringa purchasable upon exercise of a warrant.

There is currently a limited market for our securities, which could adversely affect the liquidity and price of our securities.

Shareholders have limited access to information about prior market history on which to base their investment decision. The price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers. Our corporate affairs are governed by our amended and restated memorandum and articles of association, the Companies Law (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. We are also subject to the federal securities laws of the United States. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

We have been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.

Our amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include two-year director terms and the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all or substantially of our assets will be located outside the United States; therefore, investors may not be able to enforce federal securities laws or their other legal rights.

It is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States and all or substantially all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.

An investment in our company may result in uncertain or adverse United States federal income tax consequences.

An investment in our company may result in uncertain United States federal income tax consequences. For instance, because there are no authorities that directly address instruments similar to our units, the allocation an investor makes with respect to the purchase price of a unit between the Class A ordinary share and the one-half warrant included in each unit could be challenged by the IRS or the courts. Furthermore, the United States federal income tax consequences of a cashless exercise of a warrant is unclear under current law. Finally, it is unclear whether the redemption rights with respect to our ordinary shares suspend the running of a U.S. holder’s holding period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of Class A ordinary shares is long-term capital gain or loss and for determining whether any dividend we pay would be considered “qualified dividends” for federal income tax purposes. See the section titled “Income Tax Considerations” for a summary of the principal United States federal income tax consequences of an investment in our securities. Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences when purchasing, holding or disposing of our securities.

If we are unable to consummate our initial business combination within 42 months of the closing of our initial public offering, our public shareholders may be forced to wait beyond such 42 months before redemption from our trust account.

If we are unable to consummate our initial business combination within 42 months from the closing of our initial public offering, we will distribute the aggregate amount then on deposit in the trust account (less up to $100,000 of the net interest earned thereon to pay dissolution expenses), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein. Any redemption of public shareholders from the trust account shall be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Law. In that case, investors may be forced to wait beyond the initial 42 months before the redemption proceeds of our trust account become available to them and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our Amended and restated memorandum and articles of association and then only in cases where investors have properly sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial business combination and do not amend certain provisions of our amended and restated memorandum and articles of association prior thereto.

If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed. See “Item 1. Business— Effecting a Business Combination— Redemption rights.”

The warrants that are part of the units that we offered publicly and privately, together with our grant of registration rights to our sponsor and others, may have an adverse effect on the market price of our Class A ordinary shares and may make it more difficult for us to complete our initial business combination.

We have issued warrants to purchase 5,750,000 of our ordinary shares, at a price of $11.50 per share (subject to adjustment as provided herein), as part of the 11,500,000 units sold in our initial public offering. Furthermore, simultaneously with the closings of our initial public offering, we issued to our sponsor and EarlyBirdCapital in a private placement an aggregate of 190,000 private warrants, as part of the 380,000 units. Each warrant is exercisable to purchase one ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. In addition, up to $1,500,000 of our sponsor’s working capital loans may be converted into warrants, at a price of $1.00 per warrant, at the option of the sponsor. Such warrants would be identical to the private warrants.

Pursuant to an agreement entered into concurrently with the issuance and sale of the securities in our initial public offering, our sponsor, management team and their permitted transferees can demand that we register the resale of their founders shares beginning at the time of our initial business combination. In addition, our sponsor and EarlyBirdCapital, as the holders of our private units, and their permitted transferees can demand that we register the resale of their private shares and private warrants, and the issuance of the Class A ordinary shares upon exercise of the private warrants. Holders of warrants that may be issued upon conversion of working capital loans, may demand that we register the resale of those warrants, or the issuance of Class A ordinary shares upon exercise of those warrants. Furthermore, EarlyBirdCapital, as the holder of the representative shares, also is entitled to “piggyback” registration rights whereby it may request the registration of the resale of its representative shares as part of an offering that will be conducted by us or by our other shareholders.

The potential issuance of shares underlying our various groups of warrants, together with the foregoing registration rights with respect to those shares and other shares, will allow, potentially, a significant, additional number of our Class A ordinary shares to become available for trading in the public market. That potential development may have an adverse effect on the market price of our Class A ordinary shares even without there being actual additional issuances or resales. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. The shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A ordinary shares that is expected from the potential resale of the Class A ordinary shares owned by our sponsor or EarlyBirdCapital, or issuable upon exercise of the private warrants or conversion of working capital loans or their respective permitted transferees. Those resales are enabled by the registration rights.

Our private placement warrants are accounted for as liabilities and the changes in value of those warrants could have a material effect on our financial results.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies or, the SEC Warrant Statement. Among other things, the SEC Warrant Statement focused on warrants that have certain settlement terms or warrants which do not meet the criteria to be considered indexed to an entity’s own stock, which terms are similar to those that govern our private placement warrants under the warrant agreement for all of our warrants. As a result of the SEC Warrant Statement, we evaluated the accounting treatment of our public warrants and private placement warrants and determined that the private placement warrants should be recorded as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on our balance sheet as of December 31, 2022 and December 31, 2023, contained elsewhere in this Annual Report, are derivative liabilities related to embedded features contained within our private placement warrants. Accounting Standards Codification 815-40, Derivatives and Hedging – Contracts on an Entity’s Own Equity, provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the condensed statement of operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our private placement warrants each reporting period and that the amount of such gains or losses could be material.

Our sponsor and EarlyBirdCapital paid a nominal price for their acquisition of the founders shares and representative shares (respectively). We may issue additional Class A ordinary shares or other securities in connection with the Silexion Business Combination or under an employee incentive plan after completion of that business combination. Any such issuances would dilute the interest of our shareholders further and likely present other risks.

Our sponsor and EarlyBirdCapital acquired the founders shares and representative shares, respectively, at nominal prices, significantly contributing to the dilution to investors in our initial public offering.

The authorized share capital of Moringa following the Silexion Business Combination also presents the possibility of additional, substantial dilution.

We may issue a substantial number of additional Class A ordinary shares in order to complete the Silexion Business Combination or under an employee incentive plan after completion of the business combination. The issuance of additional Moringa Class A ordinary shares:

●

may significantly dilute the equity interest of investors in our initial public offering; and

●

may adversely affect prevailing market prices for Moringa Class A ordinary shares.

We may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. investors.

If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of this Annual Report captioned “Income Tax Considerations— United States Federal Income Taxation— General”) of our Class A ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception (see the section of this Annual Report captioned “Income Tax Considerations-United States Federal Income Taxation-U.S. Holders-Passive Foreign Investment Company Rules”). Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, moreover, will not be determinable until after the end of such taxable year. If we determine we are a PFIC for any taxable year (of which there can be no assurance), we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules. For a more detailed discussion of the tax consequences of PFIC classification to U.S. Holders, see the section of this Annual Report captioned “Income Tax Considerations— United States Federal Income Taxation— U.S. Holders— Passive Foreign Investment Company Rules.”

General Risk Factors

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.

We are a newly formed company with very limited operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

We are a newly formed company incorporated under the laws of the Cayman Islands with limited operating results. Because we lack a significant operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.

We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

We are subject to rules and regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative and support expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

As a blank check company, we have no operations and therefore do not have any operations of our own that face material cybersecurity threats. However, we do depend on the digital technologies of third parties, including information systems, infrastructure and cloud applications and services, any sophisticated and deliberate attacks on, or security breaches in, systems or infrastructure or the cloud that we utilize, including those of third parties, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. Because of our reliance on the technologies of third parties, we also depend upon the personnel and the processes of third parties to protect against cybersecurity threats, and we have no personnel or processes of our own for this purpose. In the event of a cybersecurity incident impacting us, the management team will report to the board of directors and provide updates on the management team’s incident response plan for addressing and mitigating any risks associated with such an incident. As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We also lack sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have material adverse consequences on our business and lead to financial loss.

Item 2. Properties

We currently maintain our executive offices at 250 Park Avenue, 7^th Floor, New York, NY 10177. The cost for the space is included in the up to $10,000 monthly fee that we will pay our sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.

Item 3. Legal Proceedings

To the knowledge of our management, there is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

(a)

Market Information

Our units, Class A ordinary shares and warrants are each traded on the Nasdaq under the symbols “MACAU,” “MACA” and “MACAW,” respectively. Our units commenced public trading on February 17, 2021, and our Class A ordinary shares and warrants commenced separate trading on the Nasdaq on April 7, 2021.

(b)

Holders

On March 15, 2023, there were three holders of record of our units, 21 holders of record of our Class A ordinary shares (on a stand-alone basis, apart from our units), one holder of record of our Class B ordinary shares and one holder of record of our warrants (on a stand-alone basis, apart from our units).

(c)

Dividends

We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share capitalizations in the foreseeable future.

(d)

Securities Authorized for Issuance Under Equity Compensation Plans

None.

(e)

Performance Graph

Not applicable.

(f)

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings

Unregistered Sales

Our sponsor’s wholly-owned U.S. subsidiary purchased 325,000 and 27,857 private units, and EarlyBirdCapital purchased 25,000 and 2,143 private units, in each case at a price of $10.00 per unit in private placements that occurred concurrently with the closings of our initial public offering in February and March 2021 and generated aggregate gross proceeds of $3,800,000. Each private unit consists of one Class A ordinary share and one-half warrant to purchase an additional Class A ordinary share. Each whole private warrant is exercisable for one Class A ordinary share at a price of $11.50 per share. The proceeds from the sale of the private units were, in part, used to cover offering expenses related to our initial public offering, and in part, were placed in a bank account (not in the trust account). If we do not complete a business combination within 42 months from the closing of our initial public offering, the private warrants will expire worthless. The private warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the sponsor, EarlyBirdCapital or their respective permitted transferees. The sale of the private units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Use of Proceeds from IPO

Upon the closings of the IPO, a total of $115,000,000, comprised of the gross proceeds from the two closings of our initial public offering, including $4,025,000 of the underwriter’s advisory fee to be paid in connection with the initial business combination was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. The proceeds of the sale of the private units was, in part, used to pay offering expenses for the initial public offering and, in part, placed in our bank account, to be available for our working capital.

There has been no material change in the planned use of proceeds from such use as described in the Company’s final prospectus (File No. 333-252615), dated February 16, 2021, which was declared effective by the SEC on February 16, 2021.

(g)

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On February 9, 2023, we held the First Extension Meeting to, in part, to approve a proposal to effect the First Extension. In connection with that vote, the holders of 8,910,433 public shares of the Company properly exercised their right to redeem their shares for an aggregate price of approximately $10.185 per share, for an aggregate redemption amount of approximately $90,750,218, resulting in 2,589,567 public shares remaining outstanding. After the satisfaction of such redemptions, the balance in our trust account was approximately $26,374,001.

On August 18, 2023, we held the Second Extension Meeting to, in part, approve a proposal to effect the Second Extension. In connection with that vote, the holders of 2,074,548 Class A ordinary shares of the Company exercised their right to redeem their shares for cash at a redemption price of approximately $10.678 per share for an aggregate redemption amount of approximately $22,153,009, resulting in 515,019 public shares remaining outstanding. After the satisfaction of such redemptions, the balance in our trust account was approximately $5,499,618.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

All statements other than statements of historical fact included in this annual report including, without limitation, statements under this “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements. When used in this annual report, words such “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, as they relate to us or our management, identify forward-looking statements.

Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. No assurance can be given that results in any forward-looking statement will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. The cautionary statements made in this annual report should be read as being applicable to all forward-looking statements whenever they appear in this annual report. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We completed our initial public offering in February 2021, and since that time, we have engaged in discussions with potential business combination target companies, and, in June 2022, entered into a business combination agreement with Holisto, which was subsequently terminated in August 2023, as described in “Item. 1 Business— Recent Developments” above. In February 2024 we entered into the Silexion Business Combination Agreement with Silexion, as described in “Item. 1 Business– Recent Developments. We intend to effectuate our prospective initial business combination using (i) cash from the proceeds of our initial public offering and the private placements of the private units (if any remains in the trust account at that time), (ii) cash from a Convertible Loan Financing of at least $3.5 million to be effected by Silexion, and (iii) cash from funding provided by our sponsor of between $350,000 and $500,000 prior to the closing of the Silexion Business Combination.

The issuance of additional ordinary shares in a business combination (whether by us or the target company that will serve as the new public company following a business combination):

●

may significantly dilute the equity interest of investors in our initial public offering;

●

could cause a change of control if a substantial number of ordinary shares are issued, which may affect, among other things, our (or the new public company’s) ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of the officers and directors of the public company following the business combination;

●

may have the effect of delaying or preventing a change of control of the new public company by diluting the share ownership or voting rights of a person seeking to obtain control of it; and

●

may adversely affect prevailing market prices for the ordinary shares or warrants of the new public company following the business combination.

Similarly, if the public company (following a business combination) issues debt securities or otherwise incurs significant indebtedness in connection with the business combination transaction, that could result in:

●

default and foreclosure on the public company’s assets if its operating revenues after an initial business combination are insufficient to repay its debt obligations;

●

acceleration of the public company’s obligations to repay the indebtedness even if it makes all principal and interest payments when due if it breaches certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

●

immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

●

the public company’s inability to obtain necessary additional financing if the debt security contains covenants restricting its ability to obtain such financing while the debt security is issued and outstanding;

●

the public company’s inability to pay dividends on its shares;

●

using a substantial portion of the public company’s cash flow to pay principal and interest on its debt, which will reduce the funds available for dividends on ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

●

limitations on the public company’s flexibility in planning for and reacting to changes in its business and in the industry in which it operates;

●

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

●

limitations on the public company’s ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of its strategy and other purposes and other disadvantages compared to its competitors that have less debt.

As indicated in the accompanying financial statements, at December 31, 2023 we had approximately $108 thousand of cash and cash equivalents and an accumulated deficit of approximately $2.85 million. Although we raised $115 million of gross proceeds, in the aggregate, from our initial public offering in February and March 2021, and an additional $3.8 million of gross proceeds, in the aggregate, from our private placements consummated concurrently with the closings of our initial public offering, the $115.0 million of those proceeds that were placed in our trust account has been reduced to approximately $5.7 million as of December 31, 2023. In addition, with respect to our funds available outside of the trust account, we expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete the prospective Silexion Business Combination or future capital raises will be successful.

Recent Developments

The information concerning the termination of the Holisto Business Combination Agreement, our entry into the Silexion Business Combination Agreement, the Extensions that took place in 2023 and the sponsor’s conversion of almost all of its founders shares from Class B ordinary shares into Class A ordinary shares that is set forth in “Part I, Item 1. Business—Recent Developments” is incorporated by reference in this Part II, Item 7.

Results of Operations and Known Trends or Future Events

We have not engaged in any revenue-generating operations to date. Our only activities since inception have been organizational activities, preparations for our initial public offering and, subsequent to our initial public offering, searching for, and due diligence related to, potential target companies with which to consummate a business combination transaction. We have not and will not generate any operating revenues until after completion of our initial business combination. We generate non-operating income in the form of interest income on investments held in our trust account after our initial public offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the December 31, 2023 date of our audited financial statements contained in this Annual Report. After our initial public offering, which was consummated in February and March 2021, we have been incurring increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses related to our search for a target company.

For the years ended December 31, 2023 and December 31, 2022, we had net profit of approximately $263 thousand and $584 thousand, respectively, which were attributable to the following factors:

	(i)	for the year ended December 31, 2023, gain of (x) $21 thousand due to the change in fair value of our private placement warrants, and (y) $1,364 thousand attributable to interest earned on investments held in our trust account (held for the benefit of the public holders of our Class A ordinary shares), offset, in part, by $1,122 thousand of administrative operating expenses; and

	(ii)	for the year ended December 31, 2022, gain of (x) $131 thousand due to the change in fair value of our private placement warrants, and (y) $1,685 thousand attributable to interest earned on investments held in our trust account (held for the benefit of the public holders of our Class A ordinary shares), offset, in part, by $1,232 thousand of administrative operating expenses; and

Liquidity and Capital Resources

We have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans.

In early 2021, prior to the completion of our IPO, our liquidity needs were satisfied from the availability of up to $300,000 in loans from our sponsor under an unsecured promissory note, under which we had initially borrowed $150,000 prior to December 31, 2020 and an additional $20,000 in February 2021. The total $170,000 balance owed under the note was repaid in March 2021 following the closings of our initial public offering.

At the time of our IPO in February and March 2021, we raised $116,200,000 of net proceeds from (i) the sale of units to the public in the offering, after deducting offering expenses of approximately $300,000 and underwriting commissions of $2,300,000 (but excluding an advisory fee of $4,025,000) that have been or will be payable to the representative of the underwriters for services to be performed for us in connection with (and subject to the consummation of) our initial business combination transaction, and (ii) the sale of private units for a purchase price of $3,800,000 in the aggregate. Of that $116,200,000 amount, $115,000,000 (including $4,025,000 in potential advisory fees to be payable to the representative of the underwriters for advisory services in connection with our initial business combination transaction) was deposited into a non-interest-bearing trust account. The funds in the trust account are invested only in specified U.S. government treasury bills or in specified money market funds. The remaining $1.2 million was not placed in the trust account. As of December 31, 2023, we had approximately $5.7 million of investments held in that trust account, all of which was invested in Goldman Sachs money market funds. In addition, the sponsor is committed to funding an additional $12,875.48 to the trust account on the 19^th day of each month, which began in August 2023 until (but not including) August 19, 2024, for up to $154,505.76 in total, for so long as we have not yet completed an initial business combination or determined to liquidate our company.

We intend to use substantially all of the investments held in the trust account (after reduction for payments to redeeming shareholders) including any amounts representing interest earned on the trust account (which interest shall be net of taxes payable and excluding potential fees to be payable to the underwriters for advisory services in connection with our initial business combination transaction), to fund our post- business combination company. We may withdraw from the trust interest to pay taxes, if any. Our annual income tax obligations depend on the amount of interest and other income earned on the amounts held in the trust account. To the extent we acquire a target company as part of our initial business combination (as is the case in the prospective Silexion Business Combination), the remaining proceeds held in the trust account (less any amounts paid out to redeeming shareholders) will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Subsequent to our initial public offering, our working capital needs have been satisfied exclusively by our sponsor, as evidenced by promissory notes that we have issued to our sponsor throughout the post-IPO period. As of December 31, 2023, $203,377 remained available to us under the latest promissory note that we have issued to our sponsor to evidence its commitment to funding our working capital needs. The sponsor was not required, however, to fund any of that $203,377 amount.

As of December 31, 2023, we had approximately $108 thousand of cash deposited in our bank account held outside of the trust account. We intend to use those funds and any additional funding that we have subsequently received and may receive and that we hold outside of the trust account primarily towards activities related to our prospective Silexion Business Combination (or any other business combination). Those activities include, in primary part, structuring, negotiating and completing the Silexion Business Combination, securing financing for the post-business combination company, paying for administrative and support services, and paying taxes to the extent the interest earned on the trust account is not sufficient to pay our taxes. In addition, we use those funds outside of the trust account for payment of legal and accounting fees related to regulatory reporting requirements, including Nasdaq and other regulatory fees, and funds for working capital to cover miscellaneous expenses and reserves.

In order to fund working capital deficiencies or finance transaction costs in connection with the prospective Business Combination or any other initial business combination, our sponsor or an affiliate of our sponsor may, but are not obligated to, loan us additional funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside of the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans (all of which has been committed or may be committed to us by our sponsor under the $1,500,000 principal amount of the various outstanding promissory notes) may be converted into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private warrants (that are part of the private units) issued to our sponsor. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

Under the terms of the Silexion Business Combination, all such amounts owed under existing promissory notes would be represented by a single A&R Sponsor Promissory Note to be issued to our sponsor by Moringa, under which (a) the total amount owed by Moringa to the sponsor through the closing date of the business combination has been subjected to the Promissory Note Cap of (i) $5,200,000, minus (ii) any fee or expense that may be paid or owed by us pursuant to the Marketing Agreement, which net amount will be reflected in the A&R Sponsor Promissory Note to be issued by Moringa at the closing. Any outstanding amount loaned by the sponsor to our company in excess of the Promissory Note Cap will be attributed to the conversion shares issuable upon maturity of the note as additional paid-in capital. The maturity date of the A&R Sponsor Promissory Note will be the 30-month anniversary of the closing date of the Silexion Business Combination. Amounts outstanding under the A&R Sponsor Promissory Note may be repaid (unless otherwise decided by Moringa) only by way of conversion into Moringa Class A ordinary shares. The sponsor may also convert amounts outstanding under the A&R Sponsor Promissory Note at the price per share at which we conduct an equity financing following the closing of the business combination, subject to a minimum conversion amount of $100,000, in an amount of shares constituting up to thirty percent (30%) of the number of ordinary shares issued and sold by us in such equity financing. The sponsor may also elect to convert amounts of principal outstanding under the note into ordinary shares at any time following the twenty-four (24) month anniversary of the closing date, subject to a minimum conversion of $10,000, at a price per share equal to the volume weighted average price of our Class A ordinary shares on the principal market on which they are traded during the twenty (20) consecutive trading days prior to the conversion date.

We believe that we may need to obtain additional funds in order to satisfy our liquidity needs in our pursuit of an initial business combination, as we have exhausted all but $203,377 (as of December 31, 2023) of the remaining available amounts under our existing promissory notes issued to the sponsor. Our sponsor was not obligated to fund that $203,377 amount. Our actual working capital needs will depend on when our business combination is consummated.

We cannot assure you that we will be able to successfully consummate the prospective Silexion Business Combination or any other initial business combination.

It is likely that we will be obligated to redeem a significant percentage of the remaining public shares upon completion of our initial business combination, which will reduce the funds from the trust account that become available to the surviving company of the business combination. In that case, Moringa (or any company with or into which we combine) will likely need to issue additional securities or incur debt following the business combination if cash on hand is insufficient, in order to meet its obligations.

If we are unable to complete our initial business combination, we will be forced to cease operations and liquidate our trust account, which liquidation would be less than 12 months after the date of this Annual Report. That factor, together with our need for additional funds in order to fund operations until our initial business combination, raise substantial doubt about our ability to continue as a “going concern”. Please see the explanatory paragraph under the heading “Substantial Doubt about the Company’s Ability to Continue as a Going Concern” in the opinion of our independent auditor on our audited financial statements, which appears in Item 15 of this Annual Report.

Cash provided by operating activities

For the year ended December 31, 2023, net cash provided by operating activities was approximately $306 thousand. That cash provided by operating activities reflected our net profit of approximately $263 thousand for the year, as adjusted to reflect an increase in cash due to a decrease by $15 thousand in prepaid expenses, a $29 thousand increase in cash in order to eliminate accrued expenses that reduced our net profit, and a $20 thousand increase in cash in order to eliminate a non-cash increase in liability to a related party that reduced our net profit, which amounts were offset in part by a decrease in cash in order to eliminate a non-cash gain of $21 thousand attributable to the change in fair value of our private placement warrants that increased our net profit.

Cash used in financing activities

For the year ended December 31, 2023, we used approximately $111.25 million of net cash in financing activities. That amount was comprised of $112.9 million of cash that we withdrew from the trust account and used to redeem public shares, offset, in part, by $1.65 million of cash that was provided by our borrowings under promissory notes that we issued to the sponsor.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for office space, and administrative and support services, provided to the Company. We began incurring those fees on February 19, 2021 and will continue to incur those fees monthly until the earlier of the completion of a Business Combination and the Company’s liquidation.

We engaged EarlyBirdCapital as an advisor in connection with our initial business combination to assist in holding meetings with our shareholders to discuss the potential business combination and the target business’ attributes, introduce us to potential investors that are interested in purchasing the surviving public company’s securities in connection with our initial business combination, assist in obtaining shareholder approval for the business combination and assist with press releases and public filings in connection with the business combination. We will pay EarlyBirdCapital a cash fee for such services upon the consummation of our initial business combination, in an amount that was supposed to equal 3.5% of the gross proceeds of the IPO, or $4,025,000 (exclusive of any applicable finders’ fees which might become payable); we intend to negotiate to reduce the amount of that fee, but there is no guarantee that we will be successful.

Critical Accounting Estimates

Private Warrant Liability

Please refer to Note 6 - Fair Value Measurements to our financial statements for the method and level 3 inputs used for the measurement of the Private Warrant Liability.

No sensitivity analysis was provided, as the range of reasonably possible inputs would not have a material impact on our condensed financial statements taken as a whole.

Item 7. A Quantitative and Qualitative Disclosures about Market Risk

The net proceeds of our initial public offering and the sale of the private units held in the trust account will be invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that maintain a stable net asset value of $1.00, which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

Item 8. Financial Statements and Supplementary Data

The information required by this Item 8 appears in Item 15 of this Annual Report and is incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our chief executive officer and chief financial officer, whom we refer to as our Certifying Officers, the effectiveness of our disclosure controls and procedures as of December 31, 2023, pursuant to Rule 13a-15(b) or Rule 15d-15(b) under the Exchange Act.

As noted in our annual reports on Form 10-K for the years ended December 31, 2021 and December 31, 2022, based upon an evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2021 and December 31, 2022, because of the material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, our management has concluded that our control around the interpretation and accounting for certain complex features of our Class A ordinary shares and private placement warrants was not effectively designed or maintained. This material weakness resulted in the restatement of our audited financial statement as of March 3, 2021. Additionally, this material weakness could result in a misstatement of the warrant liability (for our private placement warrants), Class A ordinary shares and related accounts and disclosures that would result in a material misstatement of the financial statements that would not be prevented or detected on a timely basis.

Since that time, we have been implementing a number of measures to remediate such material weaknesses; however, as of December 31, 2023 management has not remediated the material weakness. If we are unable to remediate our material weaknesses in a timely manner or we identify additional material weaknesses, we may be unable to provide required financial information in a timely and reliable manner and we may incorrectly report financial information. The existence of material weaknesses in internal control over financial reporting could adversely affect our reputation or investor perceptions of us, which could have a negative effect on the trading price of our shares. We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. Even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation and fair presentation of our published financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In making our assessment, our management used the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessments and those criteria, management determined that our internal controls over financial reporting were not effective as of December 31, 2023, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Attestation Report of Registered Public Accounting Firm

This Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

Item 9.C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

Our officers and directors are as follows:

Name	Age	Position
Ilan Levin	58	Chairman of the Board and Chief Executive Officer
Gil Maman	41	Chief Financial Officer
Dan Yalon	51	Advisor
Craig Marshak	64	Vice Chairman
Ruth Alon	72	Director
Michael Basch	39	Director
Eric Brachfeld	62	Director

Ilan Levin, Chairman and Chief Executive Officer. Mr. Levin, our co-founder, has been involved, for approximately 25 years, as an executive and venture capital / private equity investor in high tech Israel related ventures. From 2000 to 2018, Mr. Levin was a member of the Board and Executive Committee of Objet Ltd., which as a result of a merger with Stratasys, Inc. in 2012, formed Stratasys Ltd. (NASDAQ: SSYS), the pioneer and global leader in 3D printing. During his tenure at Objet/Stratasys, Mr. Levin held various positions including President, Vice Chairman and from 2016 to 2018, Chief Executive Officer. From 2004 to 2009, Mr. Levin was the Chief Executive Officer of CellGuide, a developer of software-based GPS for mobile devices. Since 1997, Mr. Levin has also served as a member of the board of directors and as an advisor for a wide variety of Israel-based technology-related companies, including currently serving as Chairman of Vision Sigma (TLV: VISN:IT), an Israel-based real estate and investment company. Early in his career, Mr. Levin was a practicing attorney focusing on corporate and securities related matters. In addition to his role as our Chairman and Chief Executive Officer, Mr. Levin also serves as the sole director and sole equity owner of an Israeli company that serves as the sole general partner of our sponsor. Mr. Levin earned an LL.B. from Tel Aviv University and a B.A.Sc. in Industrial Engineering from the University of Toronto.

Gil Maman, Chief Financial Officer. Mr. Maman has extensive experience in managing and executing global merger and acquisition transactions, joint ventures and other investment transactions in high tech environments, having most recently served from 2018 to February 2020, as Vice President Corporate Development and Strategy at SimilarWeb, a leading Israeli based internet company providing a globally recognized market intelligence platform, where he managed and executed merger and acquisition, partnership and data acquisition transactions. Prior to SimilarWeb, Mr. Maman was at Stratasys (NASDAQ: SSYS) as Director of Corporate Development, managing and executing on mergers and acquisitions, joint venture IP licensing and marketing initiatives valued over $1 billion, and later at MakerBot as Chief Operating Officer. MakerBot is a Brooklyn-based Stratasys subsidiary focused on desktop 3D printing, where Mr. Maman was responsible for overseeing the company’s operations, including corporate development, manufacturing, supply chain and logistics, customer support, data warehouse, and analysis and information systems. Early in his career, Mr. Maman was a strategy consultant at Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, in Israel, leading a team of associates and interns in merger and acquisition matters, including valuation analysis, accounting matters relating to deal execution and other related services. Mr. Maman has a B.S in Accounting and Economics from Ben-Gurion University, Israel, and he is a CPA (Israel) and has served in the IDF as a second lieutenant in the 8200 unit, an Israeli Intelligence Corps unit responsible for collecting signal intelligence and code decryption of the IDF.

Dan Yalon, Advisor. Mr. Yalon has, for approximately 20 years, held senior management positions at several of Israel’s largest high technology companies. Since August 2020, he has been a Venture Partner at Moringa Capital, an investment and consultancy firm and an affiliate of our sponsor. Since 2018, Mr. Yalon has served as Chief Business Officer at SimilarWeb. From 2012 to 2018, Mr. Yalon served as Executive Vice President at Stratasys (NASDAQ: SSYS). At Stratasys, Mr. Yalon played a key part in executing the Stratasys - Objet merger in 2012, followed by a series of over 10 acquisitions valued at over $1 billion in the aggregate. Previously, Mr. Yalon served as Chief Strategy Officer at NICE Systems (NASDAQ: NICE), a worldwide leader in enterprise software solutions in the customer engagement and financial compliance market segments and as Head of Strategy and New Business Initiatives at Amdocs (NASDAQ: DOX), the global leader in business operations software for communications, cable, satellite and other related service providers. Mr. Yalon is a graduate of Harvard Business School’s AMP program and holds a dual degree of B.A. in Business and LL.B (Law) from the Hebrew University in Jerusalem.

Craig J. Marshak, Vice Chairman, and Co Founder. Mr. Marshak has a 25-year track record in investment banking, private equity and venture capital, in each case with a significant Israel-based focus. Since January 2010, Mr. Marshak has served as Managing Director at Israel Venture Partners, or IVP, a platform used by him and investment colleagues to identify opportunistic Israel based global growth enterprises. Previously, Mr. Marshak served as a Managing Director, and the Global Co-Head, of the Nomura Technology Investment Growth Fund, a merchant banking fund operated from within the London offices of Nomura Securities, focused on growth-stage and venture capital investments in Israel, Silicon Valley and North America. Prior to holding that position, he served as a Director, Investment Banking, in the Restructuring and International Corporate Finance and Cross-Border Capital Markets groups at Schroders, for both its New York and London offices. Mr. Marshak started his career at Morgan Stanley’s merchant banking division in New York. Mr. Marshak has played a principal role in many investments in Israeli companies, most notably (while at the Nomura Technology Investment Growth Fund) the first institutional round for Shopping.com (NASDAQ: SHOP) (which was sold to eBay, after its IPO) and organizing the first institutional round for CyberArk (NASDAQ: CYBR). Mr. Marshak currently serves as a director of Nukkleus Inc., a financial technology company whose shares are traded publicly in the U.S. He earned an A.B. in Political Science and Economics from Duke University, as well as a J.D. from Harvard Law School.

Ruth Alon, Director. Ms. Alon is the Founder and Chief Executive Officer of Medstrada, which was started in 2016. From 1997 until 2016, Ms. Alon served as a General Partner in Pitango Venture Capital, where she headed the life sciences activities and helped to facilitate the acquisition of several of the company’s portfolio companies. Currently, Ms. Alon also serves on the board of directors of a number of private and public companies as a member or chairperson, including Vascular Biogenics Ltd. (NASDAQ: VBLT), Brainsgate and KadimaStem. Ms. Alon previously worked on Wall Street where she held senior positions as a senior medical device analyst with Montgomery Securities (from 1981 to 1987) and Kidder Peabody & Co. (from 1987 to 1993). She also managed her own independent consulting business in San Francisco from 1995 to 1996, providing broad-based services to early-stage companies and venture capitalists in the medical devices industry. Ms. Alon was also instrumental in the establishment, in 2005, of Israel Life Science Industry (ILSI), a not-for-profit organization which represented, as of 2005, the mutual goals of approximately 700 Israeli life science companies. She is the Co-Founder of IATI, an umbrella organization established in 2012, representing Israel’s High Tech and Life Sciences industries. Ms. Alon holds a B.A. in Economics from the Hebrew University of Jerusalem, an M.B.A. from Boston University, and an M.Sc. from the Columbia University School of Physicians and Surgeons.

Michael Basch, Director. Mr. Basch has been, since January 2020, the Founder and Managing Partner of Atento Capital, a Tulsa-based investment firm engaged in early stage, direct venture capital and private equity investments, as well as fund investments. Since November 2017, Mr. Basch has also worked as a consultant with the George Kaiser Family Foundation of Tulsa, seeking investment, partnership, and other opportunities to expand Tulsa’s economic footprint. Mr. Basch has over 15 years of operational and investment experience both as an operator and executive of businesses, and as an angel investor. From July 2014 to August 2016, he was the President of Spotad, an Israel-based mobile advertising company, and then continued as an advisor to Spotad from August 2016 to January 2019. Prior to that time, Mr. Basch was a partner and executive of Bamko, a promotional merchandise company, from August 2005 to August 2014. Mr. Basch also serves as an Adjunct Professor at the University of Tulsa. Mr. Basch earned both his BA and MBA from the University of Southern California’s Marshall School of Business.

Eric Brachfeld, Director. Mr. Brachfeld has been, since September 2014, a Founder and Managing Partner of Manhattan Venture Partners, a research-driven asset management firm specializing in the institutionalization of a secondary market for late-stage, venture-backed pre-IPO companies. Manhattan Venture Partners has been an investor in companies such as: Spotify, Docusign, Postmates, Lyft, Pinterest, Cloudera, Palantir, DraftKings, and Airbnb. Mr. Brachfeld has more than 30 years of experience as an investment banker and entrepreneur and has provided financial and strategic advice and has structured transactions for a broad range of companies and investors. Prior to launching Manhattan Venture Partners, he was a Partner at Citizen VC, Inc., a financial technology and investment firm, where he led the firm’s investment banking efforts. Mr. Brachfeld cofounded Gentry New York, which later merged with Gentry Financial Holdings Group. At Gentry, Mr. Brachfeld was head of investment banking and CEO of Gentry Securities, their broker-dealer subsidiary. Previously, Mr. Brachfeld cofounded and led investment banking efforts at Ledgemont Capital Group and Indigo Ventures, firms which raised capital for and invested in early and growth stage companies. Prior to those firms, Mr. Brachfeld was an Associate and then General Partner at McFarland Dewey & Co., a boutique investment banking firm. He began his career at McKinney Advertising. Mr. Brachfeld received a BA in Economics from the University of Pennsylvania and an MBA, with Honors, from the Stern School of Business, New York University. He holds FINRA Series 7, Series 63, Series 24, Series 79 and Series 99 licenses.

Number and Terms of Office of Officers and Directors

Our board of directors consists of five members. Holders of our founders shares appointed each of our directors prior to consummation of our initial public offering for a two-year term, and holders of our public shares will not have the right to vote on the appointment of directors during such term. The provisions of our amended and restated memorandum and articles of association regarding director term may only be amended by a special resolution passed by at least 90% of our ordinary shares voting in a general meeting. Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board or by a majority of the holders of our founders shares. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of a Chairman, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Assistant Secretaries, Treasurer and such other offices as may be determined by the board of directors.

Director Independence

Nasdaq listing standards require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that each of Messrs. Basch and Brachfeld, and Ms. Alon, is an “independent director” as defined in the Nasdaq listing standards and applicable SEC rules. Our audit committee and compensation committee are each entirely composed of independent directors meeting Nasdaq’s and the SEC’s additional requirements applicable to members of those committees. Our independent directors have regularly scheduled meetings at which only independent directors are present.

Committees of the Board of Directors

Pursuant to Nasdaq listing rules we have established two standing committees - an audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act and a compensation committee, each comprised entirely of independent directors. In lieu of a standing nominating committee, a majority of our independent directors may recommend a director nominee for selection by the board of directors (as described below under “Nominating Committee”).

Audit Committee

We have established an audit committee of the board of directors. Messrs. Basch and Brachfeld, and Ms. Alon serve as members of our audit committee and Mr. Brachfeld serves as the chairman of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent, subject to certain phase-in provisions. Each such prospective member of our audit committee meets the independent director standard under Nasdaq listing standards and under Rule 10A-3(b)(1) of the Exchange Act.

Each member of the audit committee is financially literate and our board of directors has determined that Mr. Brachfeld qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

We have adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including:

●

the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

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pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

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reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

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setting clear hiring policies for employees or former employees of the independent auditors;

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setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

●

obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

●

meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

●

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

●

reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

We have established a compensation committee of the board of directors. Ms. Alon and Mr. Brachfeld serve as members of our compensation committee and Ms. Alon serves as the chairperson of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent, subject to certain phase-in provisions. Each such member of our compensation committee meets the independent director standard under Nasdaq listing standards and Rule 10C-1 of the Exchange Act applicable to members of the compensation committee.

We have adopted a compensation committee charter, which details the purpose and responsibility of the compensation committee, including:

●

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation (if any is paid by us), evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

●

reviewing and making recommendations to our board of directors with respect to the compensation (if any) and any incentive-compensation of all of our other officers;

●

reviewing our executive compensation policies and plans;

●

implementing and administering our incentive compensation equity-based remuneration plans;

●

assisting management in complying with our proxy statement and annual report disclosure requirements;

●

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

●

producing a report on executive compensation to be included in our annual proxy statement; and

●

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Nominating Committee

We do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Messrs. Basch and Brachfeld, and Ms. Alon. In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.

Prior to our initial business combination, in the event of a vacancy in our board of directors, the board will also consider director candidates recommended for nomination by holders of our ordinary shares, for appointment by the remaining members of our board then still serving. During the entire period until our initial business combination, only holders of our Class B ordinary shares, and not holders of our Class A ordinary shares, will have the right to appoint members of our board.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, and in the past year has not served, as a member of the board of directors or compensation committee of any entity that has one or more officers serving on our board of directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of our ordinary shares to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all (if any) filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were fulfilled in a timely manner.

Code of Ethics

We have adopted a code of ethics applicable to our directors, officers and employees (our “Code of Ethics”). Our Code of Ethics is available on our website. Our Code of Ethics is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Ethics on our website. The information contained in or connected to our website is not incorporated by reference into this Annual Report and should not be considered part of this or any report filed with the SEC.

Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

●

duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

●

duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

●

duty to not improperly fetter the exercise of future discretion;

●

duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

●

duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience which that director has.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders; provided that there is full disclosure by the directors. This can be done by way of permission granted in the Amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.

Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be, subject to their fiduciary duties under Cayman Islands law, required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Our Amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

Potential investors should also be aware of the following other potential conflicts of interest:

●

None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.

●

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete description of our management’s other affiliations, see “-Directors and Executive Officers.”

●

Our initial shareholders have agreed to waive their redemption rights with respect to their founders shares and any public shares held by them in connection with the completion of our initial business combination. Our directors and officers have also entered into the letter agreement, imposing similar obligations on them with respect to public shares acquired by them, if any. Additionally, our initial shareholders have agreed to waive their redemption rights with respect to their founders shares if we fail to consummate our initial business combination within 42 months after the closing of our initial public offering. However, if our initial shareholders or any of our officers, directors or affiliates acquire public shares in or after our initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate our initial business combination within the prescribed time frame. If we do not complete our initial business combination within such applicable time period, the remaining proceeds of the sale of the private units that are held in the trust account will be used to fund the redemption of our public shares, and the private warrants will expire worthless. With certain limited exceptions, the founders shares and private units will be subject to the following transfer restrictions:

50% of the founders shares will not be transferable, assignable or salable by our initial shareholders, and will remain in escrow, until the earlier of (i) six months after the date of the consummation of our initial business combination and (ii) the date on which we consummate a liquidation, merger, amalgamation, share exchange, reorganization, or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

The remaining 50% of the founders shares will not be transferred, assigned, sold or released from escrow until six months after the date of the consummation of our initial business combination, or the date on which we consummate a liquidation, merger, amalgamation, share exchange, reorganization, or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property, unless the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination, in which case those shares will be released from the lock-up.

With certain limited exceptions, the private units and underlying securities will not be transferable, assignable or salable by our sponsor until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own ordinary shares and warrants following our initial public offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

●

Our officers and directors may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination.

●

Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

●

Our officers and directors may have a conflict of interest with respect to their involvement in other special purpose acquisition companies seeking business combinations, but have agreed in connection with that potential conflict not to file publicly a registration statement for another such company until our company signs an agreement for an initial business combination transaction without the consent of the representative.

The conflicts described above may not be resolved in our favor.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with such a company, we would obtain an opinion from an independent investment banking firm or from an independent accounting firm, that such an initial business combination is fair to our company from a financial point of view.

In addition, our sponsor or any of its affiliates may make additional investments in the company in connection with the initial business combination, although our sponsor and its affiliates have no obligation or current intention to do so. If our sponsor or any of its affiliates elects to make additional investments, such proposed investments could influence our sponsor’s motivation to complete an initial business combination.

In the event that we submit our initial business combination to our public shareholders for a vote, our initial shareholders have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their founders shares and any public shares held by them in favor of our initial business combination. Our directors and officers have also entered into the letter agreement, imposing similar obligations on them with respect to public shares acquired by them, if any.

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our Amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.

We may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. We also intend to enter into indemnity agreements with them.

Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if we (i) have sufficient funds outside of the trust account or (ii) consummate an initial business combination. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 11. Executive Compensation.

None of our officers or directors has received any cash compensation for services rendered to us. Each of our independent directors invested, prior to the closing of our initial public offering, as a limited partner holding a minority, non-controlling interest in our sponsor and therefore holds an indirect interest in the founders shares held by our sponsor’s subsidiary. In addition, our sponsor, officers and directors, and any of their respective affiliates, are reimbursed for any bona-fide, documented out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. In addition, we may pay a customary financial consulting fee to an affiliate of our sponsor, which will not be made from the proceeds of our initial public offering held in the trust account prior to the completion of our initial business combination. We may pay such financial consulting fee in the event such party or parties provide us with specific target company, industry, financial or market expertise, as well as insights, relationships, services or resources that we believe are necessary in order to assess, negotiate and consummate an initial business combination. The amount of any such financial consulting fee we pay will be based upon the prevailing market for similar services for comparable transactions at such time, and will be subject to the review of our audit committee pursuant to the audit committee’s policies and procedures relating to transactions that may present conflicts of interest. Our audit committee will also review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates.

After the completion of our initial business combination, directors or members of our management team who remain with the combined company may be paid consulting, management or other fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined by a compensation committee constituted solely by independent directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information regarding the beneficial ownership of our Class A ordinary shares as of the date of this Annual Report by:

●

each person known by us to be the beneficial owner of more than 5% of our issued and outstanding Class A ordinary shares;

●

each of our officers and directors; and

●

all our officers and directors as a group.

Beneficial ownership is presented in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and generally reflects voting and/or investment power with respect to our ordinary shares. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of public or private warrants, as those warrants are not exercisable within 60 days of the date of this Annual Report.

Name and Address of Beneficial Owner⁽¹⁾	Number of Class A Ordinary Shares Beneficially Owned			Approximate Percentage of Issued and Outstanding Class A Ordinary Shares⁽²⁾
5% or Greater Shareholders
Moringa Sponsor, LP and affiliated entities⁽³⁾		3,227,857	⁽⁴⁾		83.4	%
Linden Capital L.P.⁽⁵⁾		675,000	⁽⁶⁾		5.6	%⁽⁶⁾
Yakira Capital Management, Inc. and affiliates⁽⁷⁾		225,000			5.8	%
Directors and Executive Officers
Ilan Levin⁽³⁾		3,227,857	⁽⁴⁾		83.4	%
Gil Maman		-			-
Dan Yalon		-			-
Craig Marshak		-			-
Ruth Alon		-			-
Michael Basch		-			-
Eric Brachfeld		-			-
All officers, directors and director nominees as a group (seven individuals)		3,227,857	⁽⁴⁾		83.4	%

*	Less than one percent.

(1)	Unless otherwise noted, the business address of each of the following entities or individuals is c/o Moringa Partners Ltd., 250 Park Avenue, 7^thFloor New York, NY 10177.

(2)

Except where noted below, beneficial ownership percentage is calculated on the basis of 3,870,018 Class A ordinary shares issued and outstanding as of March 15, 2024. In addition, as of that date, our sponsor’s wholly-owned subsidiary (Moringa Sponsor US L.P.) holds the sole outstanding Class B ordinary share, which will convert into a Class A ordinary share on a one-for-one basis upon consummation of our initial business combination. Other than the foregoing conversion provisions, the Class B ordinary share has the same rights as a Class A ordinary share, except that only the Class B ordinary share has the right to vote in the election of directors, as described below. Consequently, we have treated the one Class B ordinary share as part of the Class A ordinary shares solely for the purposes of the presentation of our sponsor (and its wholly-owned subsidiary’s) beneficial ownership herein (whereas for all other 5% or greater shareholders, the Class A ordinary share that underlies the Class B ordinary share is not counted as issued and outstanding and does not reduce their beneficial ownership of Class A ordinary shares).

(3)

Based solely on a Schedule 13G filed with the SEC on February 15, 2022 by the reporting persons. The shares reported in this row are held of record by Moringa Sponsor US L.P., a Delaware limited partnership and a wholly-owned subsidiary of our sponsor, Moringa Sponsor, LP, a Cayman Islands exempted limited partnership. Moringa Partners Ltd., an Israeli company that is wholly-owned by Mr. Levin, serves as the sole general partner of our sponsor. Mr. Levin, our Chairman of the Board and Chief Executive Officer, is the sole director of that Israeli company. As a result of his ownership of that Israeli company, Mr. Levin possesses sole voting and investment authority with respect to the shares of our company indirectly held by our sponsor. The limited partnership interests of our sponsor are held by various individuals and entities. Mr. Levin disclaims beneficial ownership of the securities held by our sponsor other than to the extent of his direct or indirect pecuniary interest in such securities. Each of our officers, directors and director nominees are direct and indirect members of our sponsor, or have direct or indirect economic interests in our sponsor.

(4)	These shares consist of 2,875,000 founders shares and 352,857 private shares contained in the private units purchased by the sponsor and/or its affiliates in a private placement that occurred concurrently with the closing of our initial public offering.

(5)	Based solely on a Schedule 13G filed with the SEC on February 14, 2022 by Linden Capital L.P., a Bermuda limited partnership (“Linden Capital”), Linden Advisors LP, a Delaware limited partnership (“Linden Advisors”), Linden GP LLC, a Delaware limited liability company (“Linden GP”), and Mr. Siu Min (Joe) Wong. Each of Linden Advisors and Mr. Wong may be deemed the beneficial owner of all of the reported shares, which consist of 633,011 shares held by Linden Capital and 41,989 shares held by separately managed accounts. Each of Linden GP and Linden Capital may be deemed the beneficial owner of the 633,011 shares held by Linden Capital. Linden Capital and Linden GP possess shared voting power over 633,011 of the reported shares and Linden Advisors and Mr. Wong possess shared voting power over all of the reported shares.

(6)	The number of shares held and the percentage shown here, as appeared in the Schedule 13G filed by Linden Capital and its related entities with the SEC on February 14, 2022, were based on 11,980,000 outstanding Class A ordinary shares at the time, which was the outstanding number prior to the redemption of shares in connection with the Extension Meetings, which reduced the number of outstanding Class A ordinary shares that are public shares significantly, to 515,019 public shares. We are uncertain as to the actual number of Class A ordinary shares (if any) now held by this shareholder (although we know that it cannot exceed the current number of outstanding public shares (515,019)) and what percentage this shareholder’s holdings (if any) constitute out of the current number of outstanding Class A ordinary shares (3,870,018).

(7)	Based solely on a Schedule 13G filed with the SEC on January 26, 2024 by Yakira Capital Management, Inc. on behalf of Yakira Partners, L.P., Yakira Enhanced Offshore Fund Ltd. and MAP 136 Segregated Portfolio. The address for these persons is 1555 Post Road East, Suite 202, Westport, CT 06880.

Prior to our initial business combination, only holders of our founders shares will have the right to vote on the appointment of directors, and holders of a majority of our founders shares may remove a member of the board of directors for any reason. In addition, because of their ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our Amended and restated memorandum and articles of association and approval of significant corporate transactions.

Concurrently with the closings of our initial public offering (including the full exercise of the underwriters’ over-allotment option), our sponsor and EarlyBirdCapital purchased, in the aggregate, 380,000 private units at a price of $10 per unit ($3,800,000) in a private placement. Our sponsor purchased 352,857 of those units and EarlyBirdCapital purchased 27,143 of those units. Each private unit is comprised of one Class A ordinary share and one-half warrant (to purchase one-half Class A ordinary share). Each whole private warrant is exercisable to purchase one whole ordinary share at $11.50 per share, subject to adjustment as provided herein. The purchase price of the private units was added to the proceeds from our initial public offering held in the trust account pending our completion of our initial business combination. If we do not complete our initial business combination within 42 months from the closing of our initial public offering (based upon the Extension Date), the proceeds of the sale of the private units held in the trust account will be used to fund the redemption of our public shares, and the private warrants will expire worthless. The private warrants are subject to the transfer restrictions described below. The private warrants will not be redeemable by us so long as they are held by the sponsor, EarlyBirdCapital or their respective permitted transferees. If the private warrants are held by holders other than our sponsor, EarlyBirdCapital or their respective permitted transferees, the private warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in our initial public offering. Otherwise, the private warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in our initial public offering.

Our sponsor and our officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws. See “Item 13. Certain Relationships and Related Transactions, and Director Independence” for additional information regarding our relationships with our promoters.

Transfers of Founders Shares and Private Warrants

The founders shares and private units (including Class A ordinary shares and private warrants comprising the private units) and any Class A ordinary shares issued upon conversion or exercise thereof (as applicable) are each subject to transfer restrictions pursuant to lock-up provisions in the letter agreement entered into by our initial shareholders with us. Those lock-up provisions provide that such securities are not transferable or salable:

(i)

in the case of the founders shares:

(x)

for 50% of those shares, until the earlier of (A) six months after the completion of our initial business combination or (B) subsequent to our initial business combination, when the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period; and

(y)

for the other 50% of those shares, for the six months after the completion of our initial business combination transaction.

(All founders shares will also be released from lock-up, if sooner than the above, on the date on which we consummate a liquidation, merger, amalgamation, share exchange, reorganization, or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.)

(ii)

in the case of the private shares and private warrants included in the private units, and the Class A ordinary shares underlying such warrants, until 30 days after the completion of our initial business combination.

The above-described transfer restrictions are subject to an exception, in each case, for transfers (a) to our officers or directors, any affiliates or family members of our officers or directors, any members of our sponsor, or any affiliates of our sponsor, (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a business combination at prices no greater than the price at which the securities were originally purchased; (f) in the event of our liquidation prior to our completion of our initial business combination; (g) by virtue of the laws of the Cayman Islands or our sponsor’s exempted limited partnership agreement, as amended, upon liquidation of our sponsor; or (h) in the event of our completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to our completion of our initial business combination; provided, however, that in the case of clauses (a) through (e) or (g) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and by the same agreements entered into by our sponsor with respect to such securities (including provisions relating to voting, the trust account and liquidation distributions described elsewhere in this Annual Report).

The holders of the representative shares are subject to a lock-up restriction, which will remain in effect until three months after the completion of our initial business combination.

SEC Form 10-K filed by Moringa Acquisition Corp