SEC Comment Letter 0000000000-22-013742 to Moringa Acquisition Corp (CIK 0001835416)
Moringa Acquisition Corp (CIK 0001835416)
Date: Dec. 20, 2022 · CIK: 0001835416 · Accession: 0000000000-22-013742
AI Filing Summary & Sentiment
File numbers found in text: 001-40073
Letter
United States securities and exchange commission logo December 20, 2022 Ilan Levin Chief Executive Officer Moringa Acquisition Corp 250 Park Avenue, 7th Floor New York, NY 10177 Re:Moringa Acquisition Corp Preliminary Proxy Statement on Schedule 14A Filed December 15, 2022 File No. 001-40073 Dear Ilan Levin: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response and any amendment you may file in response to this comments, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed December 15, 2022 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameIlan Levin Comapany NameMoringa Acquisition Corp December 20, 2022 Page 2 FirstName LastName Ilan Levin Moringa Acquisition Corp December 20, 2022 Page 2 in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Melanie Singh at 202-551-4074 or Jeffrey Gabor at 202-551-2544 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Gary Emmanuel, Esq.
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United States securities and exchange commission logo
December 20, 2022
Ilan Levin
Chief Executive Officer
Moringa Acquisition Corp
250 Park Avenue, 7th Floor
New York, NY 10177
Re:Moringa Acquisition Corp
Preliminary Proxy Statement on Schedule 14A
Filed December 15, 2022
File No. 001-40073
Dear Ilan Levin:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response and any amendment you may file in response to
this comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed December 15, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameIlan Levin
Comapany NameMoringa Acquisition Corp
December 20, 2022 Page 2
FirstName LastName
Ilan Levin
Moringa Acquisition Corp
December 20, 2022
Page 2
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Melanie Singh at 202-551-4074 or Jeffrey Gabor at 202-551-2544 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Gary Emmanuel, Esq.