Holisto Ltd, an Israel-based online travel booking platform and Moringa Acquisition today announced plans for a merger.
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 also 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 number of shares redeemed.
Moringa and Holisto also entered into a securities purchase agreement with a non-affiliated investor in which the investor would purchase a $30 million senior secured convertible note from Holisto, which 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. The convertible note financing is subject to closing conditions of both Holisto and the note investor. Read more.
