| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Moringa Acquisition Corp [ MACA,MACAU ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 02/19/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Units composed of 1 Class A ordinary share & 0.5 warrants(1) | 02/19/2021 | P(2) | 325,000 | A | $10 | 325,000 | I | By Moringa Sponsor US L.P.(3) | ||
| Units composed of 1 Class A ordinary share & 0.5 warrants(1) | 03/03/2021 | P(4) | 27,857 | A | $10 | 352,857 | I | By Moringa Sponsor US L.P.(3) | ||
| Class A ordinary shares(5) | 2,875,000 | I | By Moringa Sponsor US L.P.(3) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. The Class A ordinary shares and warrants comprising the units are expected to begin separate trading on the 90th day following the date of the prospectus for the Issuer's initial public offering, unless the representative of the underwriters for that offering allows earlier separate trading, which would be publicly announced by the Issuer. |
| 2. Moringa Sponsor US L.P. purchased, in a private placement concurrent with the initial closing under the Issuer's initial public offering, 325,000 units, at a purchase price of $10.00 per unit. |
| 3. Moringa Sponsor US L.P. (which purchased the units and also holds the Class A ordinary shares reported herein) is a wholly-owned subsidiary of Moringa Sponsor, LP (those two entities, the "Sponsor Entities"). Mr. Ilan Levin serves as the sole director of, and is the sole equity owner of, the sole general partner of the Sponsor Entities and therefore possesses sole voting and investment authority with respect to the securities reported in this line. The limited partnership interests of Moringa Sponsor, LP are held by various individuals and entities. Mr. Levin disclaims beneficial ownership of the securities reported herein other than to the extent of his indirect pecuniary interest therein. |
| 4. Moringa Sponsor US L.P. purchased, in a private placement concurrent with an additional closing under the Issuer's initial public offering, 27,857 units, at a purchase price of $10.00 per unit. |
| 5. No transaction has been effected by the Reporting Persons with respect to these securities, and they are being included in this Form 4 for informational purposes only. |
| 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 | |
| /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 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
