Item 8.01. Other Events.

As reported previously in Current Reports on Form 8-K filed by us on February 22, 2021 and March 16, 2021, we consummated the closings of our 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, we completed the private sale (the "Private Placement") of 350,000 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 $3,800,000.

Following the respective closings, a total of $100,000,000 and $15,000,000 were deposited 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/A.

Item 9.01. Financial Statements and Exhibits.





(d)    Exhibits.



Exhibit No.   Description
99.1            Audited Balance Sheet, as of March 3, 2021




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