Moringa Acquisition (MACA) Form 3 Initial statement of insider ownership

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^*

Moringa Sponsor, LP

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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

1. Name and Address of Reporting Person^*

Moringa Sponsor, LP

(Last) (First) (Middle)

C/O MORINGA ACQUISITION CORP

250 PARK AVENUE, 7TH FLOOR

(Street)

NEW YORK NY 10177

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Moringa Sponsor US L.P.

(Last) (First) (Middle)

C/O MORINGA ACQUISITION CORP

250 PARK AVENUE, 7TH FLOOR

(Street)

NEW YORK NY 11040

(City) (State) (Zip)

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 Persons, 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 Sponsor US L.P. (which holds the shares reported herein) is a wholly-owned subsidiary of Moringa Sponsor, LP. These two entities are jointly filing this Form 3. The limited partnership interests of Moringa Sponsor, LP are held by various individuals and entities.

	Moringa Sponsor, LP By Moringa Partners Ltd., its sole general partner; By: /s/ Jonathan Nathan, as attorney for Ilan Levin, President	03/04/2021
	Moringa Sponsor US L.P. By Moringa Partners Ltd., its sole general partner; By /s/ Jonathan Nathan, as attorney for Ilan Levin, President	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).
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