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New York-based special purpose acquisition company Moringa Acquisition Corp (NASDAQ:MACA) announced today that its shareholders have given the green light to the proposed business combination with Silexion Therapeutics Ltd., an Israeli biotech firm. The approval occurred during an extraordinary general meeting held on Monday.
The meeting, which took place on August 6, 2024, saw shareholders cast their votes on several critical proposals related to the merger. The Business Combination Agreement, initially set on April 3, 2024, was ratified with a significant majority, receiving 92.2% of the votes in favor, with 3,567,465 votes for and 5,285 against. This agreement paves the way for Moringa to proceed with the merger under the terms outlined in the document.
Additionally, shareholders approved two special resolutions under Cayman Islands law. The first, known as the Merger Proposal, was passed with the same margin as the Business Combination Proposal. This resolution will see Moringa become a wholly-owned subsidiary of Biomotion Sciences, as Merger Sub 2 merges into Moringa, and the company's memorandum and articles of association are amended to reflect the status of a privately-owned company.
The second special resolution, the Articles Amendment Proposal, was approved by an even larger margin, with 92.3% in favor, amounting to 3,572,750 votes for and none against. This amendment will eliminate the requirement that New Pubco maintain a minimum of $5,000,001 in net tangible assets after subtracting the transaction expenses and liabilities due at the closing of the business combination with Silexion.
The fourth proposal on the agenda, which would have adjourned the meeting if necessary, was not voted upon as the prior proposals were approved without issue.
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