Moringa Acquisition in an SEC filing said it has amended its merger agreement with Holisto, an Israel-based online travel booking platform.
The first amendment extends the outside date for completing the merger from Nov. 15 to January 1, 2023. The second amendment extends the date by which Holisto must file an F-4 on the deal from 10 weeks from June 9 to 13 weeks.
As announced in June, Holisto’s expected implied pro forma equity value is approximately $405 million, based on a $10 share price.
A bonus pool of up to an additional 1.725 million Holisto shares would be distributed to non-redeeming Moringa shareholders on a pro rata basis, which will result in an exchange ratio in the business combination of between 1.15 and 1.6 Holisto ordinary shares for each unredeemed Moringa Class A ordinary share, with the exact ratio to be determined based on the redemptions, if any.
Moringa and Holisto also have a securities purchase agreement with a non-affiliated investor in which the investor would purchase a $30 million senior secured convertible note from Holisto. The note would be convertible into ordinary shares at the lesser of $11 per share or 90% of the market price at the time of conversion, and a warrant to purchase 1,363,636 Holisto ordinary shares at an exercise price of $11.50 each. Read more.
