SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Levin Ilan (Last) (First) (Middle) C/O MORINGA ACQUISITION CORP 250 PARK AVENUE, 7TH FLOOR (Street) NEW YORK NY 10177 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/16/2021	3. Issuer Name and Ticker or Trading Symbol Moringa Acquisition Corp [ MACA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman and CEO	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A ordinary shares(1)	2,875,000(2)	I	By Moringa Sponsor US L.P.(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares reported hereby are Class A ordinary shares that are issuable on a one-for-one basis upon automatic conversion of an equivalent number of Class B ordinary shares beneficially owned by the Reporting Person, which conversion will occur upon consummation of the Issuer's initial business combination. Class B ordinary shares and Class A ordinary shares are generally entitled to identical economic and voting rights, with certain limited exceptions, and are therefore treated as a single class for purposes hereof.

2. Up to 350,000 of the 2,875,000 shares reported herein are subject to forfeiture to the extent the underwriters for the Issuer's initial public offering do not exercise their over-allotment option for that offering.

3. Moringa Partners Ltd. ("Moringa Partners"), a company that is wholly-owned by the Reporting Person and for which the Reporting Person serves as the sole director, is the sole general partner of Moringa Sponsor US L.P. (which holds the shares reported herein) and of its parent company, Moringa Sponsor, LP. As a result of his ownership of Moringa Partners, the Reporting Person possesses sole voting and investment authority with respect to the shares reported in this line. The limited partnership interests of Moringa Sponsor, LP are held by various individuals and entities. The Reporting Person disclaims beneficial ownership of the shares reported herein other than to the extent of his indirect pecuniary interest therein.

	/s/ Jonathan Nathan, as attorney for Ilan Levin	03/04/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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