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 22, 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.

As reported previously in Current Reports on Form 8-K filed by Moringa Acquisition Corp (the “Company”) on February 22, 2021 and March 16, 2021, the Company consummated the closings of its initial public offering (the “IPO”) on February 19, 2021 and March 3, 2021, selling 10,000,000 and 1,500,000 units to the public, on those respective dates and generating aggregate gross proceeds of $100,000,000 and $15,000,000 to the Company from those respective closings.

Substantially concurrently with the two closings of the IPO, the Company completed the private sale (the “Private Placement”) of 250,000 units and 30,000 units (the “Private Placement Units”), respectively, in the aggregate, to Moringa Sponsor US L.P. and EarlyBirdCapital, Inc. at a purchase price of $10.00 per Private Placement Unit, generating aggregate gross proceeds to the Company of $2,800,000.

Following the respective closings, a total of $100,000,000 and $15,000,000 were placed in Goldman Sachs money market funds and a JP Morgan Chase trust account, respectively.

An audited balance sheet as of March 3, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

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 29, 2021

2