Statement of Ownership (sc 13g)

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:

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

*	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

Beneficially

Owned by

Each

Reporting

Person with

Sole Voting Power

3,227,857 (1) (2)

Shared Voting Power

Sole Dispositive Power

3,227,857 (1)

Shared Dispositive Power

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

Beneficially

Owned by

Each

Reporting

Person with

Sole Voting Power

Shared Voting Power

3,227,857 (1) (2)

Sole Dispositive Power

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)

(3)

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

Beneficially

Owned by

Each

Reporting

Person with

Sole Voting Power

Shared Voting Power

3,227,857 (2) (3)

Sole Dispositive Power

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

(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)

(4)

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”)

(iii)

Ilan Levin

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.

Item 2(c).

Citizenship:

The citizenship or state of organization, as applicable, of each Reporting Person is as follows:

(i)

US Sponsor— Delaware

(ii)

Sponsor—Cayman Islands

(iii)

Ilan Levin— Israel

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.

Item 2(e).

CUSIP Number:

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.

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

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

II.

Moringa Sponsor, LP

(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

III.

Mr. Ilan Levin

(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.

Item 10.

Certifications.

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