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Ilan Levin

Filed: 4 Mar 21, 2:14pm
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).
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.