Statement of Ownership (sc 13g)
15 Februar 2022 - 4:46PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO § 240.13d-2
(Amendment
No. _)*
Moringa
Acquisition Corp
(Name
of Issuer)
Class A Ordinary Shares, $0.0001 par value
per share
(Title of Class of Securities)
G6S23K108
(CUSIP Number)
December
31, 2021
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
*
|
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
|
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
CUSIP
No. G6S23K108*
|
13G
|
Page
2 of 9 Pages
|
1.
|
Names
of Reporting Persons
Moringa
Sponsor US L.P.
|
|
2.
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a) ☐
(b)
☐
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
Citizenship
or Place of Organization
Delaware
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
5.
|
Sole
Voting Power
3,227,857
(1) (2)
|
|
6.
|
Shared
Voting Power
0
|
|
7.
|
Sole
Dispositive Power
3,227,857
(1)
|
|
8.
|
Shared
Dispositive Power
0
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,227,857
(1)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ☐
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
21.7%
(3)
|
|
12.
|
Type
of Reporting Person (See Instructions)
PN
|
|
|
*
|
This
is the CUSIP number for the Issuer’s Class A ordinary shares, $0.0001 par value per share (“Class A ordinary shares”).
While the number of Class A ordinary shares reported in this Schedule 13G includes Class A ordinary shares issuable upon conversion,
on a one-for-one basis, of the Issuer’s Class B ordinary shares, $0.0001 par value per share (“Class B ordinary shares”),
the Class B ordinary shares are not registered under the Exchange Act and do not have a CUSIP.
|
|
|
(1)
|
Consists
of (i) 352,857 Class A ordinary shares, and (ii) 2,875,000
Class A ordinary shares issuable upon conversion of an equal number of Class B ordinary shares,
all of which are held by the Reporting Person. The foregoing conversion will occur
automatically on the first business day following consummation of a business combination
by the Issuer. Excludes 176,429 Class A ordinary shares
underlying warrants held by the Reporting Person, which are not exercisable as of, or within
60 days of, the date of this Schedule 13G.
|
|
|
(2)
|
Only
the 2,875,000 Class B ordinary shares included
in the Reporting Person’s beneficial ownership have the right to vote on the appointment
of directors prior to an initial business combination by the Issuer. With respect to any
other matter submitted to a vote of the Issuer’s shareholders, including any vote in
connection with an initial business combination, the Class A ordinary shares and Class B
ordinary shares vote together as a single class, with one vote per share.
|
|
|
(3)
|
The
percentage of Class A ordinary shares outstanding is based upon 14,855,000 ordinary shares,
consisting of 11,980,000 Class A ordinary shares and 2,875,000 Class B ordinary shares, issued
and outstanding as of September 30, 2021, as described by the Issuer in its quarterly report
on Form 10-Q filed on November 9, 2021.
|
|
CUSIP
No. G6S23K108*
|
13G
|
Page
3 of 9 Pages
|
1.
|
Names
of Reporting Persons
Moringa
Sponsor, LP
|
|
2.
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a) ☐
(b)
☐
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
Citizenship
or Place of Organization
Cayman
Islands
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
3,227,857
(1) (2)
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
3,227,857
(1)
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,227,857
(1)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ☐
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
21.7%
(3)
|
|
12.
|
Type
of Reporting Person (See Instructions)
PN
|
|
|
*
|
This
is the CUSIP number for the Class A ordinary shares. While the number of Class A ordinary shares reported in this Schedule 13G includes
Class A ordinary shares issuable upon conversion, on a one-for-one basis, of Class B ordinary shares, the Class B ordinary shares are
not registered under the Exchange Act and do not have a CUSIP.
|
|
|
(1)
|
Consists
of (i) 352,857 Class A ordinary shares, and (ii) 2,875,000
Class A ordinary shares issuable upon conversion of an equal number of Class B ordinary shares,
all of which are held by Moringa Sponsor US L.P., the Reporting Person’s wholly-owned
subsidiary, and with respect to which the Reporting Person may therefore be deemed
to share voting and investment authority. The foregoing
conversion will occur automatically on the first business day following consummation
of a business combination by the Issuer. Excludes 176,429
Class A ordinary shares underlying warrants held by Moringa Sponsor US L.P., which are not
exercisable as of, or within 60 days of, the date of this Schedule 13G.
|
|
|
(2)
|
Only
the 2,875,000 Class B ordinary shares included
in the Reporting Person’s beneficial ownership have the right to vote on the appointment
of directors prior to an initial business combination by the Issuer. With respect to any
other matter submitted to a vote of the Issuer’s shareholders, including any vote in
connection with an initial business combination, the Class A ordinary shares and Class B
ordinary shares vote together as a single class, with one vote per share.
|
|
|
(3)
|
The
percentage of Class A ordinary shares outstanding is based upon 14,855,000 ordinary shares,
consisting of 11,980,000 Class A ordinary shares and 2,875,000 Class B ordinary shares, issued
and outstanding as of September 30, 2021, as described by the Issuer in its quarterly report
on Form 10-Q filed on November 9, 2021.
|
|
CUSIP
No. G6S23K108*
|
13G
|
Page
4 of 9 Pages
|
1.
|
Names
of Reporting Persons
Ilan
Levin (1)
|
|
2.
|
Check
the Appropriate Box if a Member of a Group
(See
Instructions)
(a) ☐
(b)
☐
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
Citizenship
or Place of Organization
Israel
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
3,227,857
(2) (3)
|
|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
3,227,857
(2)
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,227,857
(2)
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ☐
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
21.7%
(3)
|
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
|
|
*
|
This
is the CUSIP number for the Class A ordinary shares. While the number of Class A ordinary shares reported in this Schedule 13G includes
Class A ordinary shares issuable upon conversion, on a one-for-one basis, of Class B ordinary shares, the Class B ordinary shares are
not registered under the Exchange Act and do not have a CUSIP.
|
|
|
(1)
|
The
Reporting Person owns all of the equity interests, and serves as the sole director, of Moringa
Partners Ltd., the sole general partner of Moringa Sponsor US L.P. (which holds the shares
reported herein) and of its parent company, Moringa Sponsor, LP, and therefore possesses
shared voting and investment authority with respect to those shares.
|
|
|
(2)
|
Consists
of (i) 352,857 Class A ordinary shares, and (ii) 2,875,000
Class A ordinary shares issuable upon conversion of an equal number of Class B ordinary shares,
all of which are held by Moringa Sponsor US L.P. The foregoing conversion will occur
automatically on the first business day following consummation of a business combination
by the Issuer. Excludes 176,429 Class A ordinary shares
underlying warrants held by Moringa Sponsor US L.P., which are not exercisable as of, or
within 60 days of, the date of this Schedule 13G.
|
|
|
(3)
|
Only
the 2,875,000 Class B ordinary shares included
in the Reporting Person’s beneficial ownership have the right to vote on the appointment
of directors prior to an initial business combination by the Issuer. With respect to any
other matter submitted to a vote of the Issuer’s shareholders, including any vote in
connection with an initial business combination, the Class A ordinary shares and Class B
ordinary shares vote together as a single class, with one vote per share.
|
|
|
(4)
|
The
percentage of Class A ordinary shares outstanding is based upon 14,855,000 ordinary shares, consisting of 11,980,000 Class A ordinary
shares and 2,875,000 Class B ordinary shares, issued and outstanding as of September 30, 2021, as described by the Issuer in its quarterly
report on Form 10-Q filed on November 9, 2021.
|
|
CUSIP
No. G6S23K108*
|
13G
|
Page
5 of 9 Pages
|
|
Item 1(a).
|
Name of Issuer:
|
The name of the
issuer is Moringa Acquisition Corp (the “Issuer”).
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
The Issuer’s principal executive offices are located
at 250 Park Avenue, 7th Floor, New York, NY 11040.
|
Item 2(a).
|
Name of Person Filing:
|
The following entities and individuals, listed in (i)-(iii)
below, who are filing this Statement of Beneficial Ownership on Schedule 13G (this “Statement”), are referred to herein
collectively as the “Reporting Persons”:
|
|
(i)
|
Moringa Sponsor US L.P. (“US Sponsor”)
|
|
|
(ii)
|
Moringa Sponsor, LP (“Sponsor”)
|
US Sponsor directly holds the securities of the Issuer that
are reported in this Statement. Sponsor wholly-owns all outstanding equity of US Sponsor and may therefore be deemed to share voting
and investment authority with respect to the securities of the Issuer held thereby. Ilan Levin owns
all of the equity interests, and serves as the sole director, of Moringa Partners Ltd., the sole general partner of (a) US Sponsor and
(b) Sponsor, and therefore possesses shared voting and investment authority with respect
to the foregoing securities.
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
The principal business office of each Reporting
Person is c/o Moringa Acquisition Corp, 250 Park Avenue, 7th Floor, New York, NY 10177.
The citizenship or state of organization, as applicable,
of each Reporting Person is as follows:
|
|
(ii)
|
Sponsor—Cayman Islands
|
|
Item 2(d).
|
Title of Class of Securities:
|
This Statement relates to the Class A ordinary shares, par
value $0.0001 per share, of the Issuer (“Class A ordinary shares”), which are registered under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). While the Issuer’s Class B ordinary shares,
par value $0.0001 per share (“Class B ordinary shares”) are not registered under the Exchange Act, this Statement treats
the Class B ordinary shares as part of one class together with the Class A ordinary shares, because Class B ordinary shares (i) generally
possess the same rights as the Class A ordinary shares (except that Class B ordinary shares are entitled to vote for directors, whereas
Class A ordinary shares are not) and (ii) generally automatically convert into Class A ordinary shares on a one-for-one basis upon a business
combination of the Issuer.
The CUSIP number of the Class A ordinary
shares is G6S23K108.
|
CUSIP
No. G6S23K108*
|
13G
|
Page
6 of 9 Pages
|
|
Item 3.
|
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a:
|
|
|
(a)
|
☐
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
|
|
|
|
(b)
|
☐
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
|
|
(c)
|
☐
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
|
|
(d)
|
☐
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
|
|
|
|
|
(e)
|
☐
|
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
|
|
(f)
|
☐
|
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
|
|
(g)
|
☐
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
|
|
|
|
|
|
(h)
|
☐
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
|
|
|
|
|
|
|
|
(i)
|
☐
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
|
|
|
|
|
|
(j)
|
☐
|
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
|
|
|
|
|
|
|
(k)
|
☐
|
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: _________________
Not applicable.
Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
|
I.
|
Moringa Sponsor US L.P.
|
|
|
(a)
|
Amount beneficially owned: 3,227,857 (1) (2)
|
|
|
(b)
|
Percent of class*: 21.7%
|
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: 3,227,857 (1) (2)
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 0
|
|
|
(iii)
|
Sole power to dispose of or to direct the disposition of: 3,227,857 (1) (2)
|
|
|
(iv)
|
Shared power to dispose of or to direct the disposition of: 0
|
|
|
(a)
|
Amount beneficially owned: 3,227,857 (1) (2)
|
|
|
(b)
|
Percent of class*: 21.7%
|
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 3,227,857 (1) (2)
|
|
|
(iii)
|
Sole power to dispose of or to direct the disposition of: 0
|
|
|
(iv)
|
Shared power to dispose of or to direct the disposition of: 3,227,857 (1) (2)
|
|
CUSIP
No. G6S23K108*
|
13G
|
Page
7 of 9 Pages
|
|
|
(a)
|
Amount beneficially owned: 3,227,857 (1) (2)
|
|
|
(b)
|
Percent of class*: 21.7%
|
|
|
(c)
|
Number of shares as to which the person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared power to vote or to direct the vote: 3,227,857 (1) (2)
|
|
|
(iii)
|
Sole power to dispose of or to direct the disposition of: 0
|
|
|
(iv)
|
Shared power to dispose of or to direct the disposition of: 3,227,857 (1) (20
|
|
|
*
|
All percentage ownership information reflected in this Statement
is based on 14,855,000 ordinary shares, consisting of 11,980,000 Class A ordinary shares and
2,875,000 Class B ordinary shares, issued and outstanding as of September 30, 2021, as described by the Issuer in its quarterly report
on Form 10-Q filed on November 09, 2021.
|
|
|
(1)
|
See the cover page for the applicable Reporting Person, which
is incorporated by reference herein, for the explanation as to the basis for the beneficial ownership of these ordinary shares by the
Reporting Person.
|
|
|
(2)
|
As further described in Item 2(d) above, this Statement treats
the Class B ordinary shares as part of one class together with the Class A ordinary shares, so the amount of Class A ordinary shares
beneficially owned includes both (i) Class A ordinary shares (352,857) and (ii) Class A ordinary
shares underlying an equal number of Class B ordinary shares (2,875,000).
|
Each of the foregoing Reporting Persons disclaims
beneficial ownership of the Class A ordinary shares and Class B ordinary shares reported herein except to the extent of its or his (as
applicable) pecuniary interest (if any) therein.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following: ☐
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
Not applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
Not applicable.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not applicable.
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
Not applicable.
|
CUSIP
No. G6S23K108*
|
13G
|
Page
8 of 9 Pages
|
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
Moringa Sponsor US L.P.
|
|
|
|
|
|
|
|
By: Moringa Partners Ltd., its sole General Partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ilan Levin
|
|
|
|
Name:
|
Ilan Levin
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
Moringa Sponsor, LP
|
|
|
|
|
|
|
|
By: Moringa Partners Ltd., its sole General Partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ilan Levin
|
|
|
|
Name:
|
Ilan Levin
|
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
/s/ Ilan Levin
|
|
|
ILAN LEVIN
|
Dated: February 15, 2022
|
CUSIP
No. G6S23K108*
|
13G
|
Page
9 of 9 Pages
|
EXHIBITS
Moringa Acquisition (NASDAQ:MACA)
Historical Stock Chart
Von Okt 2024 bis Nov 2024
Moringa Acquisition (NASDAQ:MACA)
Historical Stock Chart
Von Nov 2023 bis Nov 2024
