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Moringa Acquisition Corp - MACA

  • Commons

    $9.73

    -0.21%

    MACA Vol: 8.0

  • Warrants

    $0.64

    +3.23%

    MACAW Vol: 0.0

  • Units

    $10.03

    +0.60%

    MACAU Vol: 1.0

Average: 0
Rating Count: 0
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SPAC Stats

Market Cap: 116.7M
Average Volume: 9.1K
52W Range: $9.60 - $10.18
Weekly %: -0.10%
Monthly %: -0.05%
Inst Owners: 3

Info

Target: Searching
Days Since IPO: 284
Unit composition:
Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one warrant
Trust Size: 10000000.0M

Management

Officers and Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, we expect that our board of directors will consist of five members. Holders of our founders shares will appoint each of our directors prior to consummation of this offering for a two-year term, and holders of our public shares will not have the right to vote on the appointment of directors during such term. The provisions of our amended and restated memorandum and articles of association regarding director term may only be amended by a special resolution passed by at least 90% of our ordinary shares voting in a general meeting. Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board or by a majority of the holders of our founders shares. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association will provide that our officers may consist of a Chairman, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Assistant Secretaries, Treasurer and such other offices as may be determined by the board of directors. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent within one year of our initial public offering. An ‚Äúindependent director‚ÄĚ is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company‚Äôs board of directors, would interfere with the director‚Äôs exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that each of Messrs. Basch and Brachfeld, and Ms. Alon, is an ‚Äúindependent director‚ÄĚ as defined in the Nasdaq listing standards and applicable SEC rules. Our audit committee and compensation committee will each be entirely composed of independent directors meeting Nasdaq‚Äôs and the SEC‚Äôs additional requirements applicable to members of those committees. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our officers or directors has received any cash compensation for services rendered to us. Each of our independent directors will invest, prior to the closing of this offering, as a limited partner holding a minority, non-controlling interest in our sponsor and will therefore hold an indirect interest in the founders shares held by our sponsor‚Äôs subsidiary. In addition, our sponsor, officers and directors, and any of their respective affiliates, will be reimbursed for any bona-fide, documented out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. In addition, we may pay a customary financial consulting fee to an affiliate of our sponsor, which will not be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination. We may pay such financial consulting fee in the event such party or parties provide us with specific target company, industry, financial or market expertise, as well as insights, relationships, services or resources that we believe are necessary in order to assess, negotiate and consummate an initial business combination. The amount of any such financial consulting fee we pay will be based upon the prevailing market for similar services for comparable transactions at such time, and will be subject to the review of our audit committee pursuant to the audit committee‚Äôs policies and procedures relating to transactions that may present conflicts of interest. Our audit committee will also review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates. 99 After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined by a compensation committee constituted solely by independent directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management‚Äôs motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Pursuant to Nasdaq listing rules we will establish three standing committees - an audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act, a compensation committee and a nominating committee, each comprised of independent directors. Under Nasdaq listing rule 5615(b)(1), a company listing in connection with its initial public offering is permitted to phase in its compliance with the independent committee requirements. Audit Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. Messrs. Basch and Brachfeld, and Ms. Alon, will serve as members of our audit committee and Mr. Brachfeld will serve as the chairman of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent, subject to certain phase-in provisions. Each such prospective member of our audit committee meets the independent director standard under Nasdaq listing standards and under Rule 10A-3(b)(1) of the Exchange Act. Each member of the audit committee is or will be financially literate and our board of directors has determined that Mr. Brachfeld qualifies as an ‚Äúaudit committee financial expert‚ÄĚ as defined in applicable SEC rules and has accounting or related financial management expertise. We will adopt an audit committee charter, which will detail the purpose and principal functions of the audit committee, including: ‚óŹthe appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; ‚óŹpre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; ‚óŹreviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; ‚óŹsetting clear hiring policies for employees or former employees of the independent auditors; ‚óŹsetting clear policies for audit partner rotation in compliance with applicable laws and regulations; ‚óŹobtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor‚Äôs internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ‚óŹmeeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under ‚ÄúManagement‚Äôs Discussion and Analysis of Financial Condition and Results of Operations‚ÄĚ; ‚óŹreviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ‚óŹreviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. 100 Compensation Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of the board of directors. Ms. Alon and Mr. Brachfeld will serve as members of our compensation committee and Ms. Alon will serve as the chairperson of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent, subject to certain phase-in provisions. Each such person meets the independent director standard under Nasdaq listing standards and Rule 10C-1 of the Exchange Act applicable to members of the compensation committee. We will adopt a compensation committee charter, which will detail the purpose and responsibility of the compensation committee, including: ‚óŹreviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer‚Äôs compensation (if any is paid by us), evaluating our Chief Executive Officer‚Äôs performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; ‚óŹreviewing and making recommendations to our board of directors with respect to the compensation and any incentive-compensation of all of our other officers; ‚óŹreviewing our executive compensation policies and plans; ‚óŹimplementing and administering our incentive compensation equity-based remuneration plans; ‚óŹassisting management in complying with our proxy statement and annual report disclosure requirements; ‚óŹapproving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; ‚óŹproducing a report on executive compensation to be included in our annual proxy statement; and ‚óŹreviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Director Nominations We do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Messrs. Basch and Brachfeld, and Ms. Alon. In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. Prior to our initial business combination, in the event of a vacancy in our board of directors, the board will also consider director candidates recommended for nomination by holders of our ordinary shares, for appointment by the remaining members of our board then still serving. During the entire period until our initial business combination, only holders of our Class B ordinary shares, and not holders of our Class A ordinary shares, will have the right to appoint members of our board. 101 We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Compensation Committee Interlocks and Insiders Participation None of our officers currently serves, and in the past year has not served, as a member of the board of directors or compensation committee of any entity that has one or more officers serving on our board of directors. Code of Ethics Prior to the effectiveness of the registration statement of which this prospectus is a part, we will have adopted a code of ethics applicable to our directors, officers and employees (our ‚ÄúCode of Ethics‚ÄĚ). Our Code of Ethics will be available on our website upon the completion of this offering. Our Code of Ethics is a ‚Äúcode of ethics,‚ÄĚ as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Ethics on our website. Conflicts of Interest Certain of our executive officers and directors have or may have fiduciary and contractual duties to certain companies in which they have invested. These entities may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing it. However, we do not expect these duties to present a significant conflict of interest with our search for an initial business combination. Under Cayman Islands law, directors and officers owe the following fiduciary duties: ‚óŹduty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; ‚óŹduty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; ‚óŹduty to not improperly fetter the exercise of future discretion; ‚óŹduty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and ‚óŹduty to exercise independent judgment. In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience which that director has. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders; provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings. Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be, subject to their fiduciary duties under Cayman Islands law, required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduci

Holder Stats

1 0
% of Shares Held by All Insider 24.00%
% of Shares Held by Institutions 14.91%
% of Float Held by Institutions 19.62%
Number of Institutions Holding Shares 3

Institutional Holders

Reporting Date Hedge Fund Shares Held Market Value % of Portfolio Quarterly Change in Shares Ownership in Company
2021-11-16 Schonfeld Strategic Advisors LLC 31,620 $310,000 0.0% +192.4% 0.213%
2021-11-16 Citadel Advisors LLC 101,135 $980,000 0.0% 0 0.681%
2021-11-16 CNH Partners LLC 50,000 $490,000 0.0% +25.0% 0.337%
2021-11-15 Rivernorth Capital Management LLC 29,998 $290,000 0.0% 0 0.202%
2021-11-15 Marshall Wace LLP 125,037 $1,210,000 0.0% 0 0.842%
2021-11-15 Dark Forest Capital Management LP 84,514 $820,000 0.3% 0 0.569%
2021-11-12 GABELLI & Co INVESTMENT ADVISERS INC. 76,300 $740,000 0.1% 0 0.514%
2021-11-12 Gabelli Funds LLC 73,700 $720,000 0.0% 0 0.496%
2021-11-12 Periscope Capital Inc. 479,400 $4,650,000 0.1% +379.4% 3.227%
2021-11-12 Wolverine Asset Management LLC 65,905 $640,000 0.0% +617.5% 0.444%
2021-11-09 Basso Capital Management L.P. 376,299 $3,650,000 0.4% +9.7% 2.534%
2021-11-05 Ibex Investors LLC 35,331 $340,000 0.1% 0 0.238%
2021-10-28 Mizuho Securities USA LLC 79,046 $760,000 0.1% +45.3% 0.532%
2021-10-22 Tuttle Capital Management LLC 79,492 $530,000 0.3% -31.3% 0.535%
2021-08-17 Millennium Management LLC 38,267 $370,000 0.0% 0 0.258%
2021-08-16 CNH Partners LLC 40,000 $390,000 0.0% 0 0.269%
2021-08-16 Berkley W R Corp 98,250 $950,000 0.1% 0 0.661%
2021-08-16 Fir Tree Capital Management LP 78,427 $760,000 0.0% 0 0.528%
2021-08-16 Security Benefit Life Insurance Co. KS 300,000 $2,900,000 0.2% 0 2.020%
2021-08-16 Schonfeld Strategic Advisors LLC 10,813 $100,000 0.0% 0 0.073%
2021-08-16 Linden Advisors LP 675,000 $6,510,000 0.0% 0 4.544%
2021-08-16 Radcliffe Capital Management L.P. 583,200 $5,630,000 0.2% 0 3.926%
2021-08-16 Goldman Sachs Group Inc. 197,320 $1,900,000 0.0% 0 1.328%
2021-08-16 Periscope Capital Inc. 100,000 $970,000 0.0% 0 0.673%
2021-08-13 Basso Capital Management L.P. 342,996 $3,310,000 0.4% 0 2.309%
2021-08-13 MYDA Advisors LLC 75,000 $720,000 0.2% 0 0.505%
2021-08-12 Atalaya Capital Management LP 25,000 $240,000 0.1% 0 0.168%
2021-08-12 Commonwealth of Pennsylvania Public School Empls Retrmt SYS 50,000 $480,000 0.0% 0 0.337%
2021-08-11 Picton Mahoney Asset Management 200,000 $1,930,000 0.1% 0 1.346%
2021-08-11 CVI Holdings LLC 100,000 $970,000 0.1% 0 0.673%
2021-08-03 Landscape Capital Management L.L.C. 17,621 $170,000 0.0% 0 0.119%

SEC Filings

Form Type Form Description Filing Date Document Link
10-Q QUARTERLY REPORT 2021-11-09 https://www.sec.gov/Archives/edgar/data/1835416/000121390021057715/f10q0921_moringaacq.htm
10-Q 2021-08-16 https://www.sec.gov/Archives/edgar/data/1835416/000121390021042962/f10q0621_moringa.htm
10-Q QUARTERLY REPORT 2021-05-25 https://www.sec.gov/Archives/edgar/data/1835416/000121390021029106/f10q0321_moringaacquisition.htm
8-K/A AMENDMENT NO.1 TO FORM 8-K 2021-05-25 https://www.sec.gov/Archives/edgar/data/1835416/000121390021029104/ea141553-8ka1_moringaacq.htm
NT 10-Q NOTIFICATION OF LATE FILING 2021-05-17 https://www.sec.gov/Archives/edgar/data/1835416/000121390021026773/ea140994-nt10q_moringaacq.htm
8-K FORM 8-K 2021-04-05 https://www.sec.gov/Archives/edgar/data/1835416/000121390021020120/ea139013-8k_moringaacq.htm
10-K ANNUAL REPORT 2021-03-31 https://www.sec.gov/Archives/edgar/data/1835416/000121390021019335/f10k2020_moringaacq.htm
8-K CURRENT REPORT 2021-03-29 https://www.sec.gov/Archives/edgar/data/1835416/000121390021018335/ea138215-8k_moringaacq.htm
3 OWNERSHIP DOCUMENT 2021-03-18 https://www.sec.gov/Archives/edgar/data/1835416/000121390021016272/xslF345X02/ownership.xml
8-K 2021-03-16 https://www.sec.gov/Archives/edgar/data/1835416/000121390021015739/ea137827_moringa.htm
SC 13G FORM SC 13G 2021-03-12 https://www.sec.gov/Archives/edgar/data/1835416/000106299321002659/formsc13g.htm
4 OWNERSHIP DOCUMENT 2021-03-04 https://www.sec.gov/Archives/edgar/data/1835416/000121390021013421/xslF345X03/ownership.xml
3 OWNERSHIP DOCUMENT 2021-03-04 https://www.sec.gov/Archives/edgar/data/1835416/000121390021013406/xslF345X02/ownership.xml
3 OWNERSHIP DOCUMENT 2021-03-04 https://www.sec.gov/Archives/edgar/data/1835416/000121390021013403/xslF345X02/ownership.xml
3 OWNERSHIP DOCUMENT 2021-03-04 https://www.sec.gov/Archives/edgar/data/1835416/000121390021013399/xslF345X02/ownership.xml
SC 13G SC 13G 2021-03-04 https://www.sec.gov/Archives/edgar/data/1835416/000110465921031986/tm218737d1_sc13g.htm
3 OWNERSHIP DOCUMENT 2021-03-02 https://www.sec.gov/Archives/edgar/data/1835416/000121390021012758/xslF345X02/ownership.xml
3 OWNERSHIP DOCUMENT 2021-03-02 https://www.sec.gov/Archives/edgar/data/1835416/000121390021012722/xslF345X02/ownership.xml
3 OWNERSHIP DOCUMENT 2021-03-02 https://www.sec.gov/Archives/edgar/data/1835416/000121390021012720/xslF345X02/ownership.xml
SC 13G SC 13G 2021-03-01 https://www.sec.gov/Archives/edgar/data/1835416/000119312521062843/d147806dsc13g.htm
8-K CURRENT REPORT 2021-02-22 https://www.sec.gov/Archives/edgar/data/1835416/000121390021010849/ea136177-8k_moringaacq.htm
424B4 PROSPECTUS 2021-02-17 https://www.sec.gov/Archives/edgar/data/1835416/000121390021009997/ea135893-424b4_moringaacq.htm
EFFECT 2021-02-16 https://www.sec.gov/Archives/edgar/data/1835416/999999999521000662/xslEFFECTX01/primary_doc.xml
CERT 2021-02-16 https://www.sec.gov/Archives/edgar/data/1835416/000135445721000226/8A_Cert_MACA.pdf
8-A12B 8-A12B 2021-02-16 https://www.sec.gov/Archives/edgar/data/1835416/000121390021009445/ea135621-8a12b_moringa.htm
CORRESP 2021-02-16 https://www.sec.gov/Archives/edgar/data/1835416/000121390021009386/filename1.htm
CORRESP 2021-02-16 https://www.sec.gov/Archives/edgar/data/1835416/000121390021009382/filename1.htm
CORRESP 2021-02-16 https://www.sec.gov/Archives/edgar/data/1835416/000121390021009190/filename1.htm
S-1/A AMENDMENT NO. 1 TO FORM S-1 2021-02-16 https://www.sec.gov/Archives/edgar/data/1835416/000121390021009187/ea135580-s1a1_moringaacq.htm
UPLOAD 2021-02-12 https://www.sec.gov/Archives/edgar/data/1835416/000000000021001807/filename1.pdf
S-1 REGISTRATION STATEMENT 2021-02-01 https://www.sec.gov/Archives/edgar/data/1835416/000121390021005765/ea134271-s1_moringaacq.htm
DRS 2020-12-22 https://www.sec.gov/Archives/edgar/data/1835416/000121390020044031/filename1.htm