Item 1.01 Entry into a Material Definitive Agreement.
Second Amendment to Business Combination Agreement
On
The Second Amendment amends the Agreement in the following principal manners (among other amended terms):
(1) it provides that in the event that Holisto executes a financing transaction before the closing (the "Closing") of the business combination under the Agreement (the "Business Combination"), any equity securities of Holisto issued or issuable pursuant to such financing transactions will not reduce Moringa's security holders' share of the combined company upon consummation of the Business Combination;
(2) it removes the non-solicitation restrictions for both parties;
(3) it provides that if Holisto seeks financing alternatives and solicits other potential transactions as alternatives to the Business Combination, it must provide Moringa at least 24 hours prior written notice before entering into any such financing or alternative transaction, and before making a related public filing; and
(4) it removes the Closing condition for Holisto to have net tangible assets of
at least
Under Section 7.1 of the Agreement, either Moringa or Holisto may terminate the
Agreement upon written notice to the other party, given that the Business
Combination was not consummated on or prior to
A copy of the Second Amendment is attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Amendment No. 2, dated as ofJanuary 1, 2023 , to the Business Combination Agreement, dated as ofJune 9, 2022 , by and amongMoringa Acquisition Corp ,Holisto Ltd. , andHolisto MergerSub, Inc. Cover Page Interactive Data File (embedded within the Inline XBRL 104 document) 1
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