United States securities and exchange commission logo
February 12, 2021
Ilan Levin
Chairman and Chief Executive Officer
Moringa Acquisition Corp
250 Park Avenue, 7th Floor
New York, NY 10177
Re: Moringa Acquisition
Corp
Registration
Statement on Form S-1
Filed February 1,
2021
File No. 333-252615
Dear Mr. Levin:
We have reviewed your
registration statement and have the following comment.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-1 filed February 1, 2021
General
1. We note that your
warrant agreement includes an exclusive forum provision in Section
9.3. Please clarify if
this provision is applicable to investors in this offering and, if so,
whether it applies to
claims under the Securities Act or Exchange Act. In that regard, we
note that Section 27 of
the Exchange Act creates exclusive federal jurisdiction over all
suits brought to
enforce any duty or liability created by the Exchange Act or the rules and
regulations thereunder,
and Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state
courts over all suits brought to enforce any duty or liability created by
the Securities Act or
the rules and regulations thereunder. If the provision is applicable to
investors in this
offering, please revise your prospectus to discuss the provision, including
any risks or other
impacts on investors, and whether there is uncertainty as to its
enforceability. If the
provision does not apply to actions arising under the Securities Act
or Exchange Act, please
also ensure that the provision in the warrant agreement states this
Ilan Levin
Moringa Acquisition Corp
February 12, 2021
Page 2
clearly, or tell us how you will inform investors in future filings
that the provision does
not apply to any actions arising under the Securities Act or Exchange
Act.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Frank Knapp at (202) 551-3805 or Jennifer Monick at
(202) 551-3295
if you have questions regarding comments on the financial statements and
related
matters. Please contact Jonathan Burr at (202) 551-5833 or Erin E. Martin at
(202) 551-
3391 with any other questions.
FirstName LastNameIlan Levin Sincerely,
Comapany NameMoringa Acquisition Corp
Division of
Corporation Finance
February 12, 2021 Page 2 Office of Real
Estate & Construction
FirstName LastName