SEC Comment Letter 0000000000-23-007742 to Moringa Acquisition Corp (CIK 0001835416)
Moringa Acquisition Corp (CIK 0001835416)
Date: July 20, 2023 · CIK: 0001835416 · Accession: 0000000000-23-007742
AI Filing Summary & Sentiment
File numbers found in text: 001-40073
Letter
United States securities and exchange commission logo July 20, 2023 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 July 13, 2023 File No. 001-40073 Dear Ilan Levin: We have reviewed your filing and have the following comment. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to the 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 to the comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.We note that you are seeking to extend your termination date to a date that is beyond your current termination date of 30 months from your initial public offering. We also note that you are listed on The Nasdaq Capital Market and that Nasdaq IM-5101-2 requires that a special purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. To the extent that you will seek to extend your termination date to a date that is more than 36 months from your initial public offering, please revise to state the date and clarify this intention, to explain that the proposal to extend your termination deadline beyond 36 months does not comply with this rule, or advise, and to disclose the risks of your non-compliance with this rule, including that your securities may be subject to suspension and delisting from The Nasdaq Capital Market.
FirstName LastNameIlan Levin Comapany NameMoringa Acquisition Corp July 20, 2023 Page 2 FirstName LastName Ilan Levin Moringa Acquisition Corp July 20, 2023 Page 2 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. You may contact Catherine De Lorenzo at 202-551-3772 or Dorrie Yale at 202-551-8776 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Gary M. Emmanuel, Esq
Show Raw Text
United States securities and exchange commission logo
July 20, 2023
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 July 13, 2023
File No. 001-40073
Dear Ilan Levin:
We have reviewed your filing and have the following comment. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to the 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 to the comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.We note that you are seeking to extend your termination date to a date that is beyond your
current termination date of 30 months from your initial public offering. We also note that
you are listed on The Nasdaq Capital Market and that Nasdaq IM-5101-2 requires that a
special purpose acquisition company complete one or more business combinations within
36 months of the effectiveness of its IPO registration statement. To the extent that you
will seek to extend your termination date to a date that is more than 36 months from your
initial public offering, please revise to state the date and clarify this intention, to explain
that the proposal to extend your termination deadline beyond 36 months does not comply
with this rule, or advise, and to disclose the risks of your non-compliance with this rule,
including that your securities may be subject to suspension and delisting from The Nasdaq
Capital Market.
FirstName LastNameIlan Levin
Comapany NameMoringa Acquisition Corp
July 20, 2023 Page 2
FirstName LastName
Ilan Levin
Moringa Acquisition Corp
July 20, 2023
Page 2
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.
You may contact Catherine De Lorenzo at 202-551-3772 or Dorrie Yale at 202-551-8776
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Gary M. Emmanuel, Esq