SecProbe.io

CORRESP
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filename1.htm

July
24, 2023

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Division of Corporation Finance, Office of Real Estate & Construction

VIA
EDGAR

    Re:
    Moringa
    Acquisition Corp (the “Company” or “Moringa”)

    Preliminary
    Proxy Statement on Schedule 14A

    Filed
    July 13, 2023

    File
    No. 001-40073

Dear
Madam or Sir:

We
hereby provide the following response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) concerning the above-referenced filing that was provided to the Company by the Staff in its letter
dated July 20, 2023. To assist your review, we have retyped the text of the Staff’s comment below in bold face type and have provided
the Company’s response immediately following the comment.

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.

We
respectfully acknowledge the Staff’s comment and advise the Staff that Moringa seeks to obtain shareholder approval for the extension
of its termination date to August 19, 2024, which is the 42-month anniversary of the effectiveness of Moringa’s IPO registration
statement. In accordance with the Staff’s comment, we have disclosed the extension date throughout the revised Preliminary Proxy
Statement being filed herewith. We have also explained, in a new risk factor that is titled “Nasdaq may delist Moringa’s
securities from its exchange…”, that Moringa’s proposed extension to the 42-month anniversary of its IPO goes
beyond the 36-month deadline for completion by a special purpose acquisition company of its initial business combination under Nasdaq
IM-5101-2. We have also described in that risk factor the risk that we may be subject to suspension and delisting from The Nasdaq
Capital Market to the extent that our initial business combination is not completed by that deadline.

*
* *

We are filing concurrently with this response
letter a revised Preliminary Proxy Statement on Schedule 14A, which reflects the revisions described in our response to comment number
1 of the Staff’s letter, as well as additional revisions that address oral comments conveyed to our counsel by the Staff.

We
appreciate your time and attention to our response to the Staff’s comment set forth in this letter and to the revised Preliminary Proxy Statement on Schedule 14A that we are filing. Should you wish to
discuss this letter at any time, please do not hesitate to contact our Israeli legal counsel, Meitar Law Offices (Jonathan M.
Nathan, Adv., at +972-52-312-5574), or our U.S. legal counsel, Greenberg Traurig, P.A. (Brian N. Wheaton, Esq. at (212) 801-6914 or
Gary Emmanuel, Esq. at (917) 297-4545).

    Sincerely,

    /s/
    Ilan Levin

    Chairman, Director and Chief
    Executive Officer

    Moringa
    Acquisition Corp

    Cc:
    Catherine
    De Lorenzo

    Dorrie
    Yale

(Securities
and Exchange Commission)

    Jonathan
    M. Nathan, Adv.

    (Meitar
    Law Offices)

    Gary
    Emmanuel, Esq.

    Brian
    N. Wheaton, Esq.

    (Greenberg
Traurig, P.A.)