References in this report (the "Quarterly Report") to "we," "us" or the "Company" refer to Moringa Acquisition Corp. References to our "management" or our "management team" refer to our officers and directors, and references to the "Sponsor" refer to our sponsor, Moringa Sponsor, LP, a Cayman Islands exempted limited partnership, including, where applicable, Moringa Sponsor (US) L.P., a wholly-owned Delaware subsidiary of our sponsor. The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements other than statements of historical fact included in this Form 10-Q including statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as "expect," "believe," "anticipate," "intend," "estimate," "seek" and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management's current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company's Annual Report on Form 10-K for the year ending December 31, 2020, filed with the SEC on March 31, 2021. The Company's securities filings can be accessed on the EDGAR section of the SEC's website at www.sec.report. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.





Overview

We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses. We have not, to date, selected any specific Business Combination target, although we have been engaging in discussions with potential Business Combination targets. We intend to effectuate our initial Business Combination using cash from the proceeds of our initial Public Offering and the Private Placement of the private Units, our shares, debt or a combination of cash, shares and debt.





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The issuance of additional ordinary shares in a Business Combination:





  ? may significantly dilute the equity interest of investors in our initial
    public offering, which dilution would increase if the anti-dilution provisions
    of the Class B ordinary shares resulted in the issuance of Class A ordinary
    shares on a greater than one-to-one basis upon conversion of the Class B
    ordinary shares;

  ? may subordinate the rights of holders of Class A ordinary shares if preferred
    shares are issued with rights senior to those afforded our Class A ordinary
    shares;

  ? could cause a change of control if a substantial number of our ordinary shares
    are issued, which may affect, among other things, our ability to use our net
    operating loss carry forwards, if any, and could result in the resignation or
    removal of our present officers and directors;

  ? may have the effect of delaying or preventing a change of control of us by
    diluting the share ownership or voting rights of a person seeking to obtain
    control of us; and

  ? may adversely affect prevailing market prices for our Class A ordinary shares
    and/or warrants.

Similarly, if we issue debt securities, it could result in:





  ? default and foreclosure on our assets if our operating revenues after an
    initial business combination are insufficient to repay our debt obligations;

  ? acceleration of our obligations to repay the indebtedness even if we make all
    principal and interest payments when due if we breach certain covenants that
    require the maintenance of certain financial ratios or reserves without a
    waiver or renegotiation of that covenant;

  ? our immediate payment of all principal and accrued interest, if any, if the
    debt is payable on demand;




  ? our inability to obtain necessary additional financing if the debt contains
    covenants restricting our ability to obtain such financing while the debt is
    outstanding;

  ? our inability to pay dividends on our Class A ordinary shares;

  ? using a substantial portion of our cash flow to pay principal and interest on
    our debt, which will reduce the funds available for dividends on our Class A
    ordinary shares if declared, expenses, capital expenditures, acquisitions and
    other general corporate purposes;

  ? limitations on our flexibility in planning for and reacting to changes in our
    business and in the industry in which we operate;

  ? increased vulnerability to adverse changes in general economic, industry and
    competitive conditions and adverse changes in government regulation; and

  ? limitations on our ability to borrow additional amounts for expenses, capital
    expenditures, acquisitions, debt service requirements, execution of our
    strategy and other purposes and other disadvantages compared to our
    competitors who have less debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.





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Results of Operations

We have engaged in limited operations to date, which have not generated any revenues. Our only activities since inception have been organizational activities, activities related to our initial Public Offering and Private Placement, and subsequent preliminary discussions with potential Business Combination targets. Following our initial Public Offering, we have not generated any operating revenues and will not do so until after completion of our initial Business Combination. We generate non-operating income in the form of interest income on funds held in our trust account after our initial Public Offering. Other than the proceeds raised from our initial Public Offering and concurrent Private Placement financings in February-March 2021, there has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. After our initial Public Offering, we have been incurring increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended March 31, 2021, we had a net loss of $97,754, which was attributable to $92,654 of formation and operating expenses and an expense of $5,776 due to the change in fair value of our private placement warrants, offset, in part, by $676 of interest earned. That compares to a net loss of $195,860, consisting entirely of formation and operating expenses, for the prior period-from our inception (September 24, 2020) through December 31, 2020.

Liquidity and Capital Resources

Prior to the completion of our initial Public Offering, our only source of liquidity was an initial purchase of Class B ordinary shares by the Sponsor and the availability of up to $300,000 of loans from our Sponsor under an unsecured promissory note.

On February 19, 2021, we consummated our initial Public Offering of 10,000,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $100,000,000. Simultaneously with the closing of the initial Public Offering, we consummated the sale of 350,000 Units ("Private Units") in the Private Placement, of which 325,000 Private Units were sold to the Sponsor and 25,000 Private Units were sold to EarlyBirdCapital, Inc. ("EarlyBirdCapital"), at a price of $10.00 per Private Unit, which generated additional gross proceeds of $3,500,000.

On March 3, 2021, as a result of the underwriters' election to fully exercise their over-allotment option for the initial Public Offering, we consummated the sale of an additional 1,500,000 Units, at $10.00 per Unit, for gross proceeds of $15,000,000. Concurrently with that sale, we sold an additional 30,000 Private Units, of which 27,857 Private Units were sold to the Sponsor and 2,143 Private Units were sold to EarlyBirdCapital, at a price of $10.00 per Private Unit, generating additional gross proceeds of $300,000.

The net proceeds from (i) the sale of the Units in our initial Public Offering, after deducting offering expenses of $334,456 and underwriting commissions of $2,300,000 (but excluding an advisory fee of $4,025,000 that will be payable to the representative of the underwriters for services to be performed for us in connection with (and subject to the consummation of) our initial Business Combination transaction), and (ii) the sale of the Private Units for a purchase price of $3,800,000 in the aggregate, were $116,165,544. Of this amount, $115,000,000 (including $4,025,000 in potential advisory fees to be payable to the representative of the underwriters for advisory services in connection with our Initial Business Combination transaction) was deposited into an interest-bearing trust account. The funds in the trust account are invested only in specified U.S. government treasury bills or in specified money market funds. The remaining funds were deposited in our ordinary bank account rather than in the trust account.

Cash used in operating activities

For the three months ended March 31, 2021, net cash used in operating activities was $805,183. That cash use reflected our net loss of $97,754 for the quarter, as adjusted upwards to reflect cash expenditures that were not included in our net loss, including $612,603 of cash used for prepaid expenses and $106,202 of cash used to decrease a liability to a related party. Our cash used in operating activities reflects reductions to our net loss in order to eliminate non-cash expenses, including $5,776 attributable to the change in fair value of our private placement warrants, and $5,600 attributable to an increase in accrued expenses.

Cash provided by financing activities

For the three months ended March 31, 2021, net cash provided by financing activities was $116,100,853, primarily reflecting the $116,250,842 of net cash proceeds from both closings of our Initial Public Offering and Private Placements in the aggregate, as well as $20,000 that we borrowed from our sponsor under a promissory note that we issued to the sponsor. Those sources of cash from financing activities were offset, in part, by cash used to repay approximately $169,990, in the aggregate, that we had borrowed from our sponsor under the foregoing promissory note.





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Outlook

As of March 31, 2021, we had $115,000,676 of cash and marketable securities held in the trust account, all of which was invested in Goldman Sachs money market funds. We may withdraw interest to pay our income taxes, if any. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (which interest shall be net of taxes payable) to complete a Business Combination. To the extent that our share capital is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of March 31, 2021, we had $346,695 of cash deposited in an SVB bank account. We intend to use the funds held outside of the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.

Other than as described below, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be converted into warrants, at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the warrants included in the Private Units. No such loans were outstanding as of March 31, 2021 or as of the date of this Quarterly Report on Form 10-Q.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.





Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for office space, and administrative and support services, provided to the Company. We began incurring those fees on February 19, 2021 and will continue to incur those fees monthly until the earlier of the completion of a Business Combination and the Company's liquidation.

We engaged EarlyBirdCapital as an advisor in connection with our Business Combination to assist in holding meetings with our shareholders to discuss the potential Business Combination and the target business' attributes, introduce us to potential investors that are interested in purchasing our securities in connection with our initial Business Combination, assist in obtaining shareholder approval for the Business Combination and assist with press releases and public filings in connection with the Business Combination. We will pay EarlyBirdCapital a cash fee for such services upon the consummation of our initial Business Combination in an amount equal to 3.5% of the gross proceeds of the Initial Public Offering, or $4,025,000 (exclusive of any applicable finders' fees which might become payable).





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Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its public Class A ordinary shares, which are subject to possible redemption, in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. The Company's Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders' equity section of the Company's condensed balance sheets.





Warrant Liability

We account for the private placement warrants-that we sold as part of the Private Units concurrently with our initial Public Offering- in accordance with the guidance contained in Accounting Standards Codification 815 ("ASC 815"), "Derivatives and Hedging", under which the private placement warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, we classify the private placement warrants as liabilities at their fair value and adjust those warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until those warrants are exercised or expire, and any change in fair value is recognized in our statement of operations. The fair value of the private placement warrants has been estimated using a Black-Scholes-Merton model.

The public warrants that were included in the Units sold as part of our initial Public Offering are classified as equity.





Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

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