UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 16, 2021 (March 3, 2021)

MORINGA ACQUISITION CORP

(Exact Name of Registrant as Specified in its Charter)

(212) 572-6395

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On March 3, 2021, Moringa Acquisition Corp (the “Company”) consummated an additional closing for its initial public offering (“IPO”), issuing and selling an additional 1,500,000 units (the “Units”) to the underwriters for the IPO. The additional closing followed upon the exercise, in full, by the underwriters of their over-allotment option with respect to the IPO. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), and one-half redeemable warrant of the Company (“Warrant”), each Warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $15,000,000 (in addition to the $100,000,000 of gross proceeds realized at the first closing of the IPO).

Substantially concurrently with this second closing for the IPO, the Company completed the private sale of an aggregate of an additional 30,000 Units (the “Private Placement Units”) to Moringa Sponsor (US) L.P. (the “Subsidiary”), a wholly-owned subsidiary of the Company’s sponsor, Moringa Sponsor, L.P. (together with the Subsidiary, collectively, the “Sponsor”), which purchased 27,857 Units, and EarlyBirdCapital, Inc. (“EarlyBirdCapital”), which purchased 2,143 Units. The purchase price per Unit was $10.00, generating aggregate gross proceeds to the Company of $300,000. The Private Placement Units are identical to the Units sold in the IPO except that the warrants included therein, for so long as they are held by the Sponsor, EarlyBirdCapital or their respective affiliates: (1) will not be redeemable by the Company; (2) may not (including the Class A Ordinary Shares issuable upon exercise of those warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial business combination; (3) may be exercised by the holders on a cashless basis; and (4) they (including the Class A ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.

Upon the consummation of the above-described transactions, an additional $15,000,000 (in addition to the $100,000,000 placed at the initial closing of the IPO) was placed in the U.S.-based trust account at Goldman Sachs & Co. maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes (and up to $100,000 of interest to pay dissolution expenses), the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of all of the Company’s public Class A ordinary shares if it is unable to complete its business combination within 24 months from the closing of the IPO, subject to applicable law, or (iii) the redemption of the Company’s public Class A Ordinary Shares properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company's obligation to redeem 100% of its public shares if it does not complete an initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to shareholders' rights or pre-initial business combination activity.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 16, 2021

MORINGA ACQUISITION CORP

By: /s/ Ilan Levin

Name: Ilan Levin
Title: Chairman and Chief Executive Officer