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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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).
** 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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