Moringa Acquisition Corp (MACA) Merger with Silexion (Private)

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  • Moringa Acquisition Corp (MACA) to acquire Silexion (Private) in a transaction valuing the pro forma entity at *$75.0 million in Enterprise Value (*$80.7 million of equity value assuming no further redemptions).
  • Silexion shareholders will receive an equity consideration of $62.5 million at $10.0 per share.
  • Sponsor agreed to forfeit 1.57 million founder shares (or *55%) at closing, with provisions for forfeiting additional shares if the closing net cash falls below $0.50 million, including 8,000 extra founder shares and 333⅓ founder shares for every $1,000 shortfall up to a maximum of $0.15 million, totaling up to 50,000 founder shares.
  • Minimum net cash condition of $500,000 (or $350,000)
  • No termination fees.
  • Transaction is targeted to close in the third quarter of 2024.
  • SPAC Details:
    • Unit Structure: 1 Class A Ordinary Share + 0.50 Redeemable Warrant
    • #Cash in Trust: *$5,723,383 (~*111% of Public Offering; including 2 months extension payment of *$25,751 up to March 19, 2024)
    • Public Shares Outstanding: 515,019 shares
    • Private Shares Outstanding: 3,225,000 shares (including 350,000 shares underlying Private Units)
    • Estimated Trust Value/Share: *$11.1 per share
    • Current Liquidation Date: March 19, 2024
    • Outside Liquidation Date: August 19, 2024

  • Pro Forma Enterprise Value: *$75.0 million
  • Target Shareholders Receive (~*77.4%%):
    • Equity consideration of $62.5 million at $10.0 per share (*6.25 million SPAC Class A Shares)
  • PIPE / Financing:
    • Nil
  • Redemption Protections:
    • No Redemption Protections
  • Support Agreement:
    • Standard voting support
    • Amendment and Restatement of Existing Sponsor Promissory Notes:
      • At closing, SPAC will issue to Sponsor a new promissory note, which replaces all existing outstanding promissory notes with following specific terms:
        • The total amount owed by SPAC to Sponsor is capped at $5.20 million – any fees or expenses owed (according to the Marketing Agreement)
        • Any excess amount loaned by Sponsor will be considered additional paid-in capital when the note matures
        • The maturity date is the 30-month anniversary of the closing date
        • Amounts owed may only be repaid through conversion into SPAC Class A Shares
  • Sponsor agreed to forfeit 1.567 million founder shares (or *55%) at closing:
    • If closing net cash is less than $0.50 million, sponsors will give up even more shares:
      • extra 8,000 founder shares
      • For every $1,000 less than $0.50 million, sponsor will give up 333⅓ founder shares, up to a maximum of $0.15 million
        • A total of up to 50,000 founder shares

  • Lock-up:
    • SPAC Sponsor: 6-months post-closing
      • Early release (50%): If the price equals or exceeds $12.0 per share post-closing
    • Key Target Shareholders: Same as sponsor
    • SPAC Representative Shares: 3 months post-closing
    • SPAC Private Shares & Warrants: 30 days post-closing
  • Closing Conditions:
    • Termination date: August 19, 2024
    • Minimum net cash condition of $0.50 million
      • Subject maximum allowable deficiency of $0.15 million (or net cash of *$0.35 million)
      • Cash means unrestricted & ready for use by the combined company
    • Forfeiture by SPAC Sponsor of 1.567 million Founders Shares, such that they will hold 1.31 million Founders Shares
      • subject to an increased forfeiture, if the amount of unrestricted & freely usable cash in SPAC’s bank account at closing is less than $0.50 million
    • PCAOB financials by February 15, 2024
    • SPAC must provide the Target with a certified list of its liabilities that should cover any liabilities not included or exceeding those disclosed in SPAC’s recent financial statements with following details:
      • Remaining fees or expenses from the Marketing Agreement
      • Final amount owed on the A&R Sponsor Promissory Note, after additional injections to meet the SPAC Minimum Net Cash Requirement (See closing conditions) and within the Promissory Note Cap (See sponsor support)
      • Expenses related to the Agreement’s transactions, such as legal and accounting fees
        • Provided these liabilities (excluding Marketing Agreement fees) must not exceed $1.00 million assuming the deal closes by August 19, 2024
    • SPAC should have received all the signed subscription agreements for the Convertible Loan Financing and Target has received at least $3.50 million in proceeds from those agreements by March 10, 2024
    • Other customary closing conditions
  • Termination:
  • No termination fee
  • Agreement can be terminated by SPAC before April 2, 2024 if following two conditions are not met by March 10, 2024:
    • SPAC doesn’t receive all the signed subscription agreements for the Convertible Loan Financing
    • Target doesn’t receive at least $3.50 million in proceeds from those agreements
  • Other standard termination clause
  • Advisors:
    • SPAC Legal Advisor: Meitar | Law Offices and Greenberg Traurig
    • Target Legal Advisor: Herzog Fox & Neeman
  • Financials (N/A):
    • No financials or projections provided
  • Comparables (N/A):
    • No valuations provided
  • Equity Incentive Plan
    • SPAC Board will adopt the New Incentive Plan & create the New Incentive Plan Pool

*Denotes estimated figures by CPC

#Estimated as on February 22, 2024