UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to 

Commission File No. 001-40073

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of March 31, 2021, 11,980,000August 14, 2023, 3,069,567 Class A ordinary shares, par value $0.0001 per share (consisting of 2,589,567 public shares, 380,000 private shares and 100,000 representative shares), and 2,875,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.

MORINGA ACQUISITION CORP

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

CERTAIN TERMS

Unless otherwise stated in this Quarterly Report on Form 10-Q (this “Quarterly Report” or “Form 10-Q”), references to:

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, 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 Quarterly Report, including statements in “Part 1, Item 2. 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. Forward-looking statements in this Quarterly Report may include, for example, statements about:

The forward-looking statements contained in this Quarterly Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. For information regarding important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to “Part I, Item 1A. Risk Factors” in our 2022 Annual Report and “Item 1A. Risk Factors” contained herein. Our 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 laws, 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.

PART 1 –- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MORINGA ACQUISITION CORP

UNAUDITED CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2021JUNE 30, 2023 AND FOR THE THREE AND SIX MONTHS ENDED ON THAT DATE

U.S. DOLLARS

MORINGA ACQUISITION CORP

UNAUDITED CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2021JUNE 30, 2023 AND FOR THE THREE AND SIX MONTHS ENDED ON THAT DATE

U.S. DOLLARSINDEX

INDEX

MORINGA ACQUISITION CORP

UNAUDITED CONDENSED BALANCE SHEETS

The accompanying notes are an integral part of these condensed financial statements.

MORINGA ACQUISITION CORP

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these financial statements.

MORINGA ACQUISITION CORP

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN CAPITAL DEFICIENCY

The accompanying notes are an integral part of these unaudited condensed financial statements.

MORINGA ACQUISITION CORP

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (CAPITAL DEFICIENCY)CASH FLOWS

The accompanying notes are an integral part of these unaudited condensed financial statements.

MORINGA ACQUISITION CORP

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these unaudited condensed financial statements.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 – Description of Organization and Business Operations:- DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS:

Moringa Acquisition Corp (hereafter – the Company) is a blank check company, incorporated on September 24, 2020 as a Cayman Islands exempted company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (hereafter – the Business Combination). The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

All activity for the period from September 24, 2020 (inception) through Marchsix months ended June 30, 2023 and the year ended December 31, 20212022, relates to the Company’s formation and its initial public offering (the “Public Offering”) described below. The Company will generate non-operating income insearch for a target company, as well as attempts to consummate the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering and the Private Placement (as defined belowProposed Holisto Merger, as detailed in Note 3)1(f).

The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is Moringa Sponsor, L.P., a Cayman exempted limited partnership (which is referred to herein, together with its wholly-owned subsidiary, Moringa Sponsor (US) LP, a Delaware limited partnership, as the “Sponsor”).

The registration statement relating to the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on February 16, 2021. The initial stage of the Company’s Public Offering— the sale of 10,000,000 Units — closed on February 19, 2021.2021 (hereafter – the Closing of the Public Offering). Upon that closing and the concurrent closing of the initial stage of the Private Placement (as defined below in Note 3). $100,000,000 was placed in a trust account (the “Trust Account”) (discussed in (c)Note 1(c) below). On March 3, 2021, upon the full exercise by the underwriters of their over-allotment option for the Public Offering, the second stage of the Public Offering — the sale of 1,500,000 Units — closed. Upon that closing and the concurrent closing of the second stage of the Private Placement, an additional $15,000,000 was placed in the Trust Account. The Company intends to finance its initial Business Combination with the net proceeds from the Public Offering and the Private Placement.

The proceeds held in the Trust Account will beare invested in money market funds registered under the Investment Company Act and compliant with Rule 2a-7 thereof that maintain a stable net asset value of $1.00. Unless and until the Company completes the Initial Business Combination, it may pay its expenses only from the net proceeds of the Public Offering and the Private Placements of $3,800 thousand held outside the Trust Account less any offering expenses (not including underwriting commission) paid upon the closing of the Public Offering and the exercise of the underwriters’ over-allotment option in full.

The Company’s complies with the provisions of ASU 2016-18, under which changes in proceeds held in the Trust Account are accounted for as Changes in Cash, Cash Equivalents and Investments Held in a Trust Account in the Company’s Statements of Cash Flows.

Refer to Note 4(a) and 9(a) for information regarding proceeds received by the Sponsor under the Sixth Promissory note, deposited into the trust account.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

NOTE 1 – Description of Organization and Business Operations- DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (continued):

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering and the Private Placement are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding taxes payable on the income accrued in the Trust Account). There is no assurance that the Company will be able to successfully consummate an initial Business Combination.

The Company, after signing a definitive agreement for an Initial Business Combination, will provide its public shareholders the opportunity to redeem all or a portion of their shares upon the completion of the initial Business Combination, either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 following such redemptions. In such case, the Company would not proceed with the redemption of its public shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination.

If the Company holds a shareholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account, calculated as of two days prior to the general meeting or commencement of the Company’s tender offer, including interest but less taxes payable. As a result, the Company’s Public Class A ordinary shares subject to possible redemption are classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.”

Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the initial Business Combination within 24 months from the closingClosing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 – Description of Organization and Business Operations (continued):

The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Class B ordinary sharesshare (as described in Note 7) held by them if the Company fails to complete the initial Business Combination within 24 months of the closingClosing of the Public Offering or during any extended time that the Company has to consummate an initial Business Combination beyond 24 months as a result of a shareholder vote to amend its amended and restated memorandum and articles of association. However, if the Sponsor or any of the Company’s directors or officers acquire any Class A ordinary shares subject to possible redemption, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (continued):

In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein.

On February 9, 2023, the Company held an extraordinary general meeting in lieu of the 2022 annual general meeting of the Company (hereafter - the First Extension Meeting). At the First Extension Meeting, the Company’s shareholders approved the proposal to amend, by way of special resolution, an amendment to the Amended and Restated Articles to extend the date by which the Company has to consummate a business combination from February 19, 2023 to August 19, 2023 (hereafter - the Extended Mandatory Liquidation Date) or such earlier date as may be determined by the Board in its sole discretion.

Refer to Notes 4(a) and 9(a) for information regarding proceeds received by the Sponsor under the Sixth Promissory note, which were deposited into the trust account.

Refer to Note 7(a) for information regarding the partial redemption of Class A ordinary shares subject to possible redemption, following the First Extension Meeting.

Refer to Note 9(b) for information regarding the Second Extension Proposal.

As of June 30, 2023, the Company had approximately $35 thousand of cash and an accumulated deficit of $2,190 thousand. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standard Codification 205-40, “Going Concern”, the Company will need to obtain additional funds in order to satisfy its liquidity needs in its endeavors to consummate a business combination.

Since its inception date and through the issuance date of these financial statements, the Company’s liquidity needs were satisfied through an initial capital injection from the Sponsor, followed by net Private Placement proceeds, as well as several withdrawals of the Sponsor promissory notes. Management has determined that it will need to continue to rely and is significantly dependent on both outstanding and future promissory notes, or other forms of financial support (all of which the Sponsor is not obligated to provide). Moreover, the Company has until August 19, 2023 to consummate an Initial Business Combination. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company, unless the Second Extension Proposal (as detailed in Note 9(b)) is approved. However, there can be no assurance that the Company will be able to consummate any business combination ahead of the Extended Mandatory Liquidation Date or by the newly proposed extended mandatory liquidation date set to August 19, 2024 (if approved), nor will it be able to raise sufficient funds to complete an Initial Business Combination. These matters raise substantial doubt about the Company’s ability to continue as a going concern, for the subsequent twelve months following the issuance date of these financial statements.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (continued):

No adjustments have been made to the carrying amounts of assets or liabilities should the Company fail to obtain financial support in its pursuit to consummate an Initial Business Combination, nor if it is required to liquidate after the Extended Mandatory Liquidation Date.

On June 9, 2022, the Company entered into a Business Combination Agreement for a proposed business combination (hereafter – the Proposed Holisto Merger) with Holisto Ltd., a company organized under the laws of the State of Israel (hereafter – Holisto) and Holisto MergerSub, Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Holisto.

Holisto is an Israeli company and a tech-powered online travel agency, which aims to make hotel booking affordable and personalized for consumers.

The Business Combination Agreement and the transactions contemplated thereby have been unanimously approved by the boards of directors of Moringa and Holisto, and by the shareholders of Holisto.

Refer to Note 9(c) for information regarding the termination of the Proposed Holisto Merger after the balance sheet date. 

NOTE 2 –- SIGNIFICANT ACCOUNTING POLICIES:

The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC for interim financial information and the instructions to Form 10-Q.

Certain disclosures included in the annual financial statements have been condensed or omitted from these financial statements as they are not required for interim financial statements under U.S. GAAP and the rules of the SEC. These unaudited condensed financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal, recurring nature. Interim period operating results may not be indicative of the operating results for a full year.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements included in the Company’s final prospectus for the Public Offering filed with the SEC on February 16, 2021, as well as the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the period from September 24, 2020 (inception) to December 31, 2020 dated March 31, 2021.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible, because of the potential differences in accounting standards used.

The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use by nature of the account and are readily convertible to known amounts of cash.

As of March 31, 2021, the Company held its cash and cash equivalents in an SVB bank account, and its Cash Held in Trust Account in Goldman Sachs money market funds. Money market funds are characterized as Level I investments within the fair value hierarchy under ASC 820.

As discussed in Note 1, all of the 11,500,000 shares of Class A common stockordinary shares sold as parts of the Units in the Public Offering contain a redemption feature. In accordance with the Accounting Standards Codification 480-10-S99-3A “Classification and Measurement of Redeemable Securities”, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company has classified all of the shares sold under the Public Units as subject to possible redemption.

Refer to Note 7(a) for information regarding the partial redemption of Class A ordinary shares subject to possible redemption, following the First Extension Meeting.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net profit (loss) per share is computed by dividing net profit (loss) by the weighted average number of shares outstanding during the period. The Company applies the two-class method in calculating net profit (loss) per each class of shares: the non-redeemable shares, which include the Private Class A Ordinary Shares, as defined in Note 7, and the Class B ordinary shares (hereafter and collectively – Non-Redeemable class A and B ordinary shares); and the Class A ordinary shares subject to possible redemption.

In order to determine the net profit (loss) attributable to each class, the Company first considered the total profit (loss) allocable to both sets of shares. This is calculated using the total net profit (loss) less any interest earned on investments held in trust account. Then, the accretion is fully allocated to the Class A ordinary shares subject to redemption.

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. TheFrom the Company’s incorporation and through June 30, 2023, the Company has not experienced any losses on these accounts and management believesaccounts.

As of June 30, 2023, the Company is not exposed to significant risks on such accounts.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):held its cash and cash equivalents in an SVB bank account, and its investments Held in Trust Account in Goldman Sachs money market funds. Money market funds are characterized as Level 1 investments within the fair value hierarchy under ASC 820.

The Company applied the provisions of ASC 815-40 and classified its public warrants, issued as part of the Public Units as detailed in Note 3, as equity securities.

The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“(hereafter - ASC 815”)815), “Derivatives and Hedging”, under which the warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, the Company classifies the private warrants as liabilities at their fair value and adjusts the private warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the private warrants are exercised or expire, and any change in fair value is recognized in the Company’s statementstatements of operations. TheRefer to Note 6 for information regarding the model used to estimate the fair value of the Private Warrants (as defined in Note 3) has been estimated using a Black-Scholes-Merton model..

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company applies the two-class method in calculating net loss per each share – Class A ordinary share subject to possible redemption, non-redeemable Class A and Class B ordinary shares.

As of March 31, 2021, the Company had outstanding warrants to purchase up to 5,940,000 shares of Class A common stock. The weighted average of these shares was excluded from the calculation of diluted net loss per share since the exercise of the warrants is contingent upon the occurrence of future events. As of March 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares and then share in the earnings of the Company. As a result, diluted net loss per share is the same as basic net loss per share for the period.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures”, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates and such differences may have a material impact on the Company’s financial statements.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

The Company complies with the requirements of the Accounting Standards Codification 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. The Company incurred offering costs in connection with its Public Offering of $334,456. These costs, together with the upfront underwriter discount, of $2,300,000 were allocated between the sale of the Public Units and the Private Units. Out of the total amount of offering costs, $2,626,857 were charged to Additional Paid-in Capital upon the closing of the Public Offering. The remaining amount of $7,599 was allocated to the Private Warrant Liability, and therefore charged as an expense.

The Company accounts for income taxes in accordance with ASC 740, “Income Taxes (hereafter – ASC 740). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non-current in accordance with ASU 2015-17.

The Company accounts for uncertain tax positions in accordance with ASC 740-10. ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative probability) likely to be realized upon ultimate settlement. The Company accrues interest and penalties related to unrecognized tax benefits under taxes on income (tax benefit).

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted would have a material effect on the Company’s financial statements.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

NOTE 3 –- PUBLIC OFFERING AND PRIVATE PLACEMENTS:

In the Initial Public Offering, the Company issued and sold 11,500,000 units (including 1,500,000 units sold at a second closing pursuant to the underwriters’ exercise of their over-allotment option in full) at an offering price of $10.00 per unit (the “Units”)(hereafter - the Units). The Sponsor and EarlyBirdCapital, Inc. (the representative of the underwriters) purchased, in a private placement that occurred simultaneously with the two closings of the initial Public Offering (the “Private Placement”)(hereafter - the Private Placement), an aggregate of 352,857 and 27,143 Units, respectively, at a price of $10.00 per Unit.

Each Unit (both those sold in the initial Public Offering and in the Private Placement) consists of one Class A ordinary share, $0.0001 par value, and one-half of one warrant, with each whole warrant exercisable for one Class A ordinary share ((each, a “Public Warrant” and a “Private Warrants”Warrant”, and collectively, the “Warrants”). Each Warrant entitles the holder thereof to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment. No fractional shares will be issued upon exercise of the Warrants and only whole Warrants will trade. Each Warrant will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption (only in the case of the Warrants sold in the Public Offering, or the “Public Warrants”) or liquidation.

Once the Public Warrants become exercisable, the Company may redeem them in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders.

The Warrants included in the Units sold in the Private Placement (the “Private Warrants”) are identical to the Public Warrants except that the Private Warrants, for so long as they are held by the Sponsor, EarlyBirdCapital, Inc. or their respective affiliates: (1) will not be redeemable by the Company; (2) may not (including the Class A ordinary shares issuable upon exercise of those warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders thereof until 30 days after the completion of the Company’s initial Business Combination; (3) may be exercised by the holders thereof on a cashless basis; and

(4) they (including the Class A ordinary shares issuable upon exercise thereof) are entitled to registration rights.

The Company paid an underwriting commission of 2.0% of the gross proceeds of the Public Offering and the full exercise of the underwriters’ over-allotment, or $2,300,000, in the aggregate, to the underwriters at the two closings of the Public Offering. Refer to Note 55(a) for more information regarding an additional fee payable to the underwriters upon the consummation of an Initial Business Combination.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

NOTE 4 –- RELATED PARTY TRANSACTIONS:

The Company has issued several promissory note agreements to its Sponsor throughout its life term, in order to fulfil its ongoing operational needs or preparations towards an Initial Business Combination. The promissory notes do not bear any interest on the principal amount outstanding.

The First Promissory Note withdrawn was borrowed and repaid in full in early 2021 and has subsequently expired.

On DecemberAugust 9, 2020,2021 the Company signed a promissory note, underhas issued its Second Promissory Note to the Sponsor, according to which it could borrowthe former may withdraw up to a$1 million. Under the Second Promissory Note, the Company has withdrawn $300 thousand, principal amount from the Sponsor. Amounts drawn by$300 thousand and $400 thousand in December 2021, January 2022 and June 2022, respectively.

In December 2022, the Company underhas issued its Third and Fourth Promissory Notes (hereafter – the noteThird and Fourth Promissory Notes), according to which the Company may withdraw up to $190 thousand – which were withdrawn in full on the same date.

According to be used to cover finance costs and expenses related to its formation and capital raise. Thetheir original terms, the entire unpaid balance wasof the Second, Third and Fourth Promissory Notes shall be payable on the earlier of (i) March 31, 2021,February 19, 2023, or (ii) the date of a capital raise (i.e.,on which the closing ofCompany consummates its Initial Business Combination (hereafter – the initial Public Offering)Maturity Date). Any drawn amounts could be prepaid at any time. Following the First Extension Meeting, as detailed in Note 1(d), all of the outstanding Promissory Notes as of December 31, 2022 were amended due to the First Extension, to reflect the change from the Mandatory Liquidation Date to the Extended Mandatory Liquidation Date.

On February 8, 2023 the Sponsor issued its Fifth Promissory Note to the Company, in an amount of up to $310 thousand, which were withdrawn in full in several installments between February and June 2023.

On February 9, 2023 the Sponsor issued its Sixth Promissory Note to the Company, in an amount of $480 thousand – in which the funds shall be deposited into the Company’s trust account, in connection with the First Extension. The promissory note did not bear any interestSponsor will pay the lesser of (x) $80,000 and (y) $0.04 per public share multiplied by the number of public shares outstanding on such applicable date, to the principalCompany’s trust account on or before February 19, 2023, and the 19^th day of each subsequent calendar month until August 19, 2023 or such earlier date that the board determines to liquidate the Company or the date an initial business combination is completed.

Up until June 30, 2023 the Sponsor deposited $400 thousand into the trust account, under the Sixth Promissory Note. Refer to Note 9(a) for information regarding the final withdrawal under the Sixth Promissory Note in July 2023.

On June 14, 2023 the Sponsor issued its Seventh Promissory Note to the Company in an amount outstanding thereunder.of up to $1 million, of which $210 thousand were withdrawn at the same date.

The Company borrowed $170 thousand underFifth, Sixth and Seventh Promissory Notes bear no interest and are repayable in full upon the promissory note. On March 3, 2021, concurrently withearlier of (a) the second closing underdate of the Public Offering,consummation of the Company repaidCompany’s initial business combination, or (b) Extended Mandatory Liquidation Date.

According to the terms of the outstanding Second, Third, Fourth and Fifth Promissory Notes, which comprise an aggregate principal of $1.5 million, the Sponsor $150 thousandmay elect to convert any portion of the principal amount due underamounts outstanding into warrants to purchase Class A ordinary shares at a conversion price of $1 per private warrant. Such private warrants will have an exercise price of $11.5 and shall be identical to the promissory note. On February 2021,private warrants included in the Company borrowed an additional $20 thousand and repaid $150 thousand. On March 18, 2021 the Company repaid the remaining $20 thousand due under the promissory note. On March 18, 2021, the Company repaid the remaining $120 thousand Related Party balance as well.private units.

On December 16, 2020, the Company signed an agreement with the Sponsor, under which the Company shall pay the Sponsor a fixed $10 thousand per month for office space, utilities and other administrative expenses. The monthly payments under this administrative services agreement commenced on the effective date of the registration statement for the initial Public Offering and will continue until the earlier of (i) the consummation of the Company’s initial Business Combination, or (ii) the Company’s liquidation. As of March 31, 2021 the Company accrued $14 thousand with regards to this agreement, recorded under the Related Party balance.

The composition of the Related Party balance as of March 31, 2021June 30, 2023 and December 31, 20202022 is as follows:

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

NOTE 5 –- COMMITMENTS AND CONTINGENCIES:

Underwriters’ Deferred Discount

Under the Business Combination Marketing Agreement, the Company shall pay an additional fee (hereafter – the Deferred Discount)Commission) of 3.5% of the gross proceeds of the Public Offering (or $4,025,000) payable upon the Company’s completion of the initial Business Combination. The Deferred DiscountCommission will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes the Initial Business Combination.

On March 28, 2023 (hereafter – the Notice Date) the Company received a notice from the Nasdaq Listing Qualifications Department indicating that it is not in compliance with Nasdaq Listing Rule 5550(a)(3) (hereafter – the Rule), according to which the Company must satisfy the Minimum Public Holders Rule which requires listed companies to have at least 300 public holders. The Company has submitted its compliance plan on May 11, 2023, which was accepted by Nasdaq.

On June 15, 2023 (hereafter – the Second Notice Date) the Company received a second notice from Nasdaq Listing Qualifications Department indicating that it is not in compliance with Nasdaq Listing Rule 5550(b)(2), according to which the Company must sustain a market value of listed securities of at least $35 million.

NOTE 6 –- FAIR VALUE MEASUREMENTS:

The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price).

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 6 – FAIR VALUE MEASUREMENTS (continued):

The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Basis for Fair Value Measurement

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly;

Level 3: Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement).

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2021June 30, 2023 by level within the fair value hierarchy:

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

NOTE 6 - FAIR VALUE MEASUREMENTS (continued):

The estimated fair value of the Private Placement Warrants was determined using a binomial model to extract the market’s implied probability for an Initial Business Combination, using the Public Warrant’s market price. Once probability was extracted, a Black-Scholes-Merton model with Level 3 inputs.inputs was used to calculate the Private Warrants’ fair value. Inherent in a Black-Scholes-Merton model are assumptions related to expected life (term), expected stock price, volatility, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of selectselected peer companies’ Class A ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information regarding Level 3 fair value measurements inputs:

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 6 – FAIR VALUE MEASUREMENTS (continued):

The change in the fair value of the Warrants measured with Level 3 inputs for the period from March 3, 2021 (Initial Measurement) through March 31, 2021 is summarized as follows:

NOTE 7 – SHAREHOLDERS’ EQUITY (CAPITAL DEFICIENCY):- CAPITAL DEFICIENCY:

Class A Ordinary Shares

On November 20, 2020 the Company issued 100,000 Class A ordinary shares of $0.0001 par value each to designees of the Representative (hereafter – the Representative Shares) for a consideration equal to the par value of the shares. The Representative Shares are deemed to be underwriters’ compensation by FINRA pursuant to Rule 5110 of the FINRA Manual.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

NOTE 7 - CAPITAL DEFICIENCY (continued):

The Company accounted for the issuance of the Representative Shares as compensation expenses amounting to $860, with a corresponding credit to Additional Paid-In Capital, for the excess value over the consideration paid. The Company estimated the fair value of the issuance based upon the price of Class B Ordinary Shares that were issued to the Sponsor.

Pursuant to the initial Public Offering and the concurrent Private Placement that were each effected in two closings—closings – on February 19, 2021 and March 3, 2021—2021 – the Company issued and sold an aggregate of 11,500,000 and 380,000 Class A ordinary shares as part of the Units sold in those respective transactions. The Units (which also included Warrants) were sold at a price of $10 per Unit, and for an aggregate consideration of $115 million and $3.8 million in the Public Offering and Private Placement, respectively. See Note 3 above for further information regarding those share issuances.

The Company classified its 11,500,000 Public Class A ordinary shares subject to possible redemption as temporary equity. The remaining 480,000 Private Class A ordinary shares were classified as permanent equity.

In conjunction with the First Extension on February 19, 2023, an amount of 8,910,433 Class A Ordinary Shares subject to possible redemption were redeemed for their redemption value, including accrued interest. As part of the partial redemption approximately $91 million have been withdrawn from the Investments held in Trust Account.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 7 – SHAREHOLDERS’ EQUITY (CAPITAL DEFICIENCY) (continued):

Class B Ordinary Shares

On November 20, 2020 the Company issued 2,875,000 Class B ordinary shares of $0.0001 par value each for a total consideration of $25 thousand to the Sponsor’s wholly-owned Delaware subsidiary. Out of the 2,875,00 Class B ordinary shares, up to 375,000 were subject to forfeiture if the underwriters were to not exercise their over-allotment in full or in part. Because the underwriters exercised their over-allotment option in full on March 3, 2021, that potential forfeiture did not occur.

Class B ordinary shares are convertible into non-redeemable Class A ordinary shares, on a one-for-one basis, at any time and from time to time at the option of the holder, or automatically on the day of the Business Combination. Class B ordinary shares also possess the sole right to vote for the election or removal of directors, until the consummation of an initial Business Combination.

The Company is authorized to issue up to 5,000,000 Preferred Shares of $0.0001 par value each. As of March 31, 2021,June 30, 2023, the Company has no preferred shares issued and outstanding.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

NOTE 8 –- NET PROFIT (LOSS) PER SHARE:

The following table reflects the calculation of basic and diluted net profit (loss) per share (in dollars, except share amounts):

The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placements to purchase an aggregate of 5,940,000 warrants in the calculation of diluted net profit (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net profit (loss) per share is the same as basic net profit (loss) per share for each of the periods presented, and for each class.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

NOTE 9 - SUBSEQUENT EVENTS:

Management

In July 2023, the Company has performedwithdrawn the remaining $80 thousand under the Sixth Promissory Note.

On July 26, 2023, the Company filed DEF 14A for a planned extraordinary general meeting in lieu of 2023 annual general meeting of the Company (hereafter – the Second Extension Meeting). The purpose of the Second Extension Meeting is to consider and vote upon certain proposals, one of which is to approve, by way of special resolution, an evaluationamendment to the Company’s Amended and Restated Memorandum and Articles of subsequent events, noting no other itemsAssociation to extend the date by which require adjustmentthe Company has to consummate a business combination from the Extended Mandatory Liquidation Date to August 19, 2024 or disclosure.such earlier date as may be determined by the Board in its sole discretion.

On August 7, 2023 Holisto notified the Company that it was terminating the Proposed Holisto Merger agreement. The termination became effective as of August 8, 2023. Upon termination of the Proposed Holisto Merger, all rights and obligations of each party to the agreement ceased, except for those obligations of the parties that are intended to survive such termination and which remain in effect in accordance with their respective terms. Neither the Company nor Holisto has any remaining substantive obligation to one another following the above-mentioned termination, as of date of these financial statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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’sour financial condition and results of operations should be read in conjunctiontogether with theour unaudited condensed financial statements and therelated notes thereto containedappearing elsewhere in this Quarterly Report. Certain information contained in the discussionReport, and analysis set forth below includes forward-lookingour audited financial 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 meaningrelated notes thereto as 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 endingended, 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.2022, included in our 2022 Annual Report.

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 Combinationbusiness combination with one or more businesses. We have not, to date, selected any specific Business Combination target, althoughcompleted our initial public offering in February 2021, and since that time, we have been engagingengaged in discussions with potential Business Combination targets.business combination target companies. In June 2022, we entered into a business combination agreement with Holisto, which was recently terminated, as described in “Recent Developments” below in this Item 2. We intend to effectuate our prospective initial Business Combinationbusiness combination using (i) cash from the proceeds of our initial Public Offeringpublic offering and the Private Placementprivate placements of the private Units,units, (ii) cash from a new financing involving the sale of our shares and/or other equity, and/or (iii) cash from one or more debt or a combination of cash, shares and debt.financings.

The issuance of additional ordinary shares in a Business Combination:business combination (whether by our company or by the target company that will serve as the new public company following a business combination):

Similarly, if we issuethe new public company (following a business combination) issue(s) debt securities itor otherwise incur(s) significant indebtedness in connection with the business combination transaction, that could result in:

As indicated in the accompanying financial statements, at June 30, 2023 we had approximately $35 thousand of cash and cash equivalents and an accumulated deficit of approximately $2.19 million. Although we raised $115.0 million of gross proceeds, in the aggregate, from our initial public offering in February and March 2021, and an additional $3.8 million of gross proceeds, in the aggregate, from our private placements consummated concurrently with the closings of our initial public offering, approximately $90.8 million of the funds in our trust account were paid out as part of the redemption of public shares in connection with the First Extension Meeting, leaving approximately $27.4 million in the trust account as of June 30, 2023. We furthermore expect to continue to incur significant costs from our bank account outside of the trust account in the pursuit of our acquisition plans. We cannot assure you that our plans to complete any initial business combination, or a related capital-raise, will be successful.

Recent Developments

Termination of Holisto Business Combination Agreement

On August 7, 2023, Holisto notified us pursuant to Section 7.1(j) of the Holisto Business Combination Agreement that it was terminating that agreement, which termination became effective at the end of the following day (August 8, 2023). Upon termination of the Holisto Business Combination Agreement, all rights and obligations of each party to the agreement ceased, except for those obligations of the parties that are intended to survive such termination, and which remain in effect in accordance with their respective terms. Neither Moringa nor Holisto has any remaining substantive obligations to one another following that termination.

Second Extension of Date to Consummate a Business Combination

We have filed with the SEC, and have distributed to our shareholders, a notice and proxy statement in respect of the Second Extension Meeting for the purpose of considering and voting on, among other proposals: (i) the approval of the Second Extension, by way of special resolution, which will involve an amendment to our amended and restated memorandum and articles of association to extend, by one year— from August 19, 2023 to August 19, 2024 (or such earlier date as may be determined by our board of directors in its sole discretion)— the deadline by which we need to consummate an initial business combination; and (ii) a proposal to amend the trust agreement, to extend the term of that agreement for a period of one year, to the Second Extension Date. Each such proposal is described in more detail in the definitive proxy statement related to the Second Extension Meeting. We do not currently contemplate that in connection with the approval and implementation of such proposals that our sponsor or its designees would deposit any further contribution amounts into the trust account as a loan.

First Extension of Date to Consummate a Business Combination and Sponsor Contributions

On January 5, 2023 and in the period thereafter, we filed with the SEC and distributed to our shareholders a proxy statement in which we notified our shareholders that we would be holding the First Extension Meeting for the purpose of considering and voting on, among other proposals: (i) the approval of the First Extension, by way of special resolution, which would involve an amendment to our amended and restated memorandum and articles of association to extend by six months, from February 19, 2023 to August 19, 2023 (or such earlier date as may be determined by our board of directors in its sole discretion), the deadline by which we would need to consummate an initial business combination, (ii) a proposal to amend the trust agreement to extend the term of that agreement for a period of six months that corresponds with the First Extension under our amended and restated memorandum and articles of association, which is referred to as the Trust Extension Proposal. Each such proposal was described in more detail in the definitive proxy statement related to the First Extension Meeting, which we filed with the SEC on January 5, 2023.

On January 26, 2023, we announced that if the Articles Extension Proposal and the Trust Extension Proposal were to be approved at the First Extension Meeting and the First Extension implemented, our sponsor or its designees would deposit into the trust account as a loan (referred to as a Contribution, and the sponsor or its designee making such Contribution, a Contributor) on February 19, 2023, and on the 19th day of each subsequent calendar month until (but excluding) the First Extension Date, or such earlier date on which our board of directors determines to liquidate the company or an initial business combination is completed, the lesser of (x) $80,000 and (y) $0.04 per public share multiplied by the number of public shares outstanding on such applicable date (each date on which a Contribution is to be deposited into the trust account, a “Contribution Date”). If we were to consummate an initial business combination or announce our intention to commence winding up prior to any Contribution Date, the Contributor’s obligation to make Contributions will terminate.

On February 9, 2023, after an adjournment of two days following the originally-designated date for the First Extension Meeting, we reconvened the First Extension Meeting and our shareholders approved the First Extension, along with all other proposals.

Upon approval of the First Extension, and based on the sponsor’s commitment to make the Contributions, we issued to the sponsor a non-interest bearing, unsecured promissory note in a principal amount of up to $480,000, representing the maximum potential amount of all Contributions. The note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of our initial business combination, or (b) the date of our liquidation. We have not requested that the sponsor reserve for, nor have we independently verified whether the sponsor will have sufficient funds to satisfy, any Contributions. If a Contributor fails to make a Contribution by an applicable Contribution Date, we will liquidate and dissolve as soon as practicable after such date and in accordance with our amended and restated memorandum and articles of association. If we do not consummate an initial business combination by the First Extension Date (or, if the Second Extension is approved, by the Second Extension Date), the promissory note will be successful.repaid only from funds held outside of the trust account or will be forfeited.

In connection with the First Extension Meeting, 8,910,433 Class A Ordinary Shares were redeemed, leaving 3,069,567 Class A Ordinary Shares- of which 2,589,567 are public shares- outstanding. As such, approximately 77.5% of the originally outstanding public shares were redeemed and approximately 22.5% of the originally outstanding public shares remain outstanding. After the satisfaction of such redemptions on February 19, 2023, the balance in our trust account was approximately $26.8 million.

Nasdaq Deficiency Notices

Public Holders Deficiency Notice

On March 28, 2023, we received a notice, which we refer to as the March Notice, from the Nasdaq Listing Qualifications Department indicating that we were not in compliance with Nasdaq Listing Rule 5550(a)(3), which requires us to have at least 300 public holders for continued listing on the Nasdaq Capital Market. The March Notice was only a notification of deficiency, not of imminent delisting, and had no current effect on the listing or trading of our securities on the Nasdaq Capital Market. The March Notice stated that we had 45 calendar days to regain compliance or to submit a plan to regain compliance with the rule. On May 11, 2023, we submitted a plan to regain compliance with the rule. Nasdaq accepted our plan, and granted us an extension of up to 180 calendar days from the date of the notice— until September 24, 2023— to evidence compliance with the rule.

Market Value of Listed Securities Deficiency Notice

On June 15, 2023, we received a notice, which we refer to as the June Notice, from the Nasdaq Listing Qualifications Department indicating that we were not in compliance with Nasdaq Listing Rule 5550(b)(2), or the MVLS Rule, which requires us to have at least $35 million market value of listed securities, or MVLS, for continued listing on the Nasdaq Capital Market. The June Notice was only a notification of deficiency, not of imminent delisting, and had no current effect on the listing or trading of our securities on the Nasdaq Capital Market.

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the June Notice stated that we had 180 calendar days, or until December 12, 2023, in which to regain compliance with the MVLS Rule. The June Notice states that if at any time before December 12, 2023, our MVLS closes at $35 million or more for a minimum of ten (10) consecutive business days, the Nasdaq staff will provide written confirmation that we have regained compliance with the MVLS Rule.

If compliance is not achieved by December 12, 2023, we expect that Nasdaq would provide written notification to us that our securities are subject to delisting. At that time, we could appeal the delisting decision to a Nasdaq Hearings Panel. We will continue to monitor our MVLS and consider our available options to regain compliance with the MVLS Rule.More specifically, as part of the Second Extension Meeting, we are requesting shareholder approval for a proposal that would enable the sponsor to convert its founders shares into Class A ordinary shares at any time, including prior to a business combination transaction. We believe that the value of those shares, upon conversion, would be added by Nasdaq to our MVLS, thereby paving the way for us to potentially regain compliance with the MVLS Rule.

Results of Operations and Known Trends or Future Events

We have not engaged in limitedany revenue-generating operations to date, which have not generated any revenues.date. Our only activities since inception have been organizational activities, activities relatedpreparations for our initial public offering and, subsequent to our initial Public Offeringpublic offering, searching for, and Private Placement,due diligence related to, potential target companies, and subsequent preliminary discussions withnegotiations and preparations related to the potential Holisto Business Combination, targets. Following our initial Public Offering, wewhich will not be completed following termination of the related Holisto Business Combination Agreement. We have not generated any operating revenues and will not do sogenerate any operating revenues until after completion of our initial Business Combination.business combination. We generate non-operating income in the form of interest income on fundsinvestments 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, therepublic offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the June 30, 2023 date of our audited financial statements.statements contained in this Quarterly Report. After our initial Public Offering,public offering, which was consummated in February and March 2021, 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.our activities related to an initial business combination (and the Holisto Business Combination in particular, before it was terminated).

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

PriorWe have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans.

In early 2021, prior to the completion of our initial Public Offering,IPO, our only source of liquidity was an initial purchase of Class B ordinary shares by the Sponsor andneeds were satisfied from the availability of up to $300,000 ofin loans from our Sponsorsponsor under an unsecured promissory note.note, under which we had initially borrowed $150,000 prior to December 31, 2020 and an additional $20,000 in February 2021. The total $170,000 balance owed under the note was repaid in March 2021 following the closings of our initial public offering.

OnAt the time of our IPO in February 19,and March 2021, we consummated our initial Public Offeringraised $116,200,000 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 units to the Unitspublic in our initial Public Offering,the offering, after deducting offering expenses of $334,456approximately $300,000 and underwriting commissions of $2,300,000 (but excluding an advisory fee of $4,025,000$4,025,000) that have been or 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),business combination transaction, and (ii) the sale of the Private Unitsprivate units for a purchase price of $3,800,000 in the aggregate, were $116,165,544.aggregate. Of thisthat $116,200,000 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 Combinationinitial business combination transaction) was deposited into an interest-bearinga non-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$1.2 million was not placed 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 As 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, thatJune 30, 2023, we had borrowed from our sponsor under the foregoing promissory note.

Outlook

Asapproximately $27.4 million of March 31, 2021, we had $115,000,676 of cash and marketable securitiesinvestments held in thethat trust account (which includes Contributions made by the sponsor prior to that date), all of which was invested in Goldman Sachs money market funds. We may withdraw interestIn accordance with its commitment as of the time of the First Extension, the sponsor has made Contributions of $80,000 to paythe trust account on the 19^th day of each month beginning in February 2023 until (but not including) August 19, 2023, for $480,000 in total. As described above under “Recent Developments— First Extension of Date to Consummate a Business Combination and Sponsor Contribution”, our income taxes, if any. obligation to repay those Contributions is evidenced by a non-interest bearing, unsecured promissory note in a principal amount of up to $480,000, representing the amount of all such Contributions, in the aggregate.

We intend to use substantially all of the fundsinvestments held in the trust account (after reduction for payments to redeeming shareholders) including any amounts representing interest earned on the trust account (which interest shall be net of taxes payable)payable, and excluding potential fees to complete a Business Combination.be payable to the underwriters for advisory services in connection with our initial business combination transaction), to fund our post- business combination company. We may withdraw from the trust interest to pay taxes, if any. Our annual income tax obligations depend on the amount of interest and other income earned on the amounts held in the trust account. To the extent thatwe are acquired as part of our share capital is used, in whole or in part, as consideration to complete a Business Combination,initial business combination, the remaining proceeds held in the trust account (less any amounts paid out to redeeming shareholders) will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Subsequent to our initial public offering, our working capital needs were initially satisfied primarily by the $1.2 million available to us initially outside our trust account. Subsequently, in August 2021, our sponsor agreed to make available to us up to $1,000,000, which is evidenced by a promissory note that we issued to our sponsor, and which is repayable upon the earlier of August 19, 2023 (or, if the liquidation deadline for our company is extended further, upon such later deadline) or our consummation of our initial business combination. Of the amounts available under that promissory note, we borrowed $300,000 in December 2021, an additional $300,000 in January 2022, $50,000 more in June 2022 and the remaining $350,000 later in June 2022. No amounts remain available to us under that note as of the current time. In addition, we have borrowed an additional $190,000 under two promissory notes that we issued to our sponsor in December 2022, as well as (i) $75,000 borrowed in February 2023, (ii) an additional $50,000 borrowed on February 15, 2023, (iii) $100,000 borrowed on March 30, 2023 and (iv) $75,000 borrowed in April 2023, in each case under a $310,000 promissory note that we issued to our sponsor in February 2023. In June 2023, our sponsor funded the remaining $10,000 available under that February 2023 promissory note, along with an additional $210,000 under a new promissory note issued in June 2023 under which the sponsor may make available to us up to $1,000,000 in total. As of the date of this Quarterly Report, $790,000 remains available to us under that June 2023 promissory note. The sponsor is not required, however, to fund any of that $790,000 amount.

As of March 31, 2021,June 30, 2023, we had $346,695approximately $35 thousand of cash deposited in an SVBour bank account held outside of the trust account. We intend to use thethose funds heldand any additional funding that we have subsequently received and may receive and that we hold outside of the trust account primarily towards activities related to identifyour initial business combination. Those activities include, in primary part, structuring, negotiating and evaluate target businesses, performcompleting such a business due diligencecombination, securing financing (including commitment fees) for the post-business combination company, paying for administrative and support services, and paying taxes to the extent the interest earned on prospective target businesses, travelthe trust account is not sufficient to pay our taxes. In addition, we use those funds outside of the trust account for payment of legal and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documentsaccounting fees related to regulatory reporting requirements, including Nasdaq and material agreements of prospective target businesses, structure, negotiateother regulatory fees, and complete a Business Combination.funds for working capital to cover miscellaneous expenses and reserves.

Other than as described below, inIn order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination,any initial business combination, our Sponsorsponsor or an affiliate of our Sponsor or certain of our officers and directorssponsor may, but are not obligated to, loan us additional funds as may be required. If we complete a Business Combination,our initial business combination, we would repay such loaned amounts. In the event that a Business Combinationour initial business combination does not close, we may use a portion of the working capital held outside of 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 (all of which has been funded to us by our sponsor under various outstanding promissory notes) 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 private warrants included in the Private Units. No such loans were outstanding as of March 31, 2021 or as(that are part of the date of this Quarterly Report on Form 10-Q.

private units) issued to our sponsor. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

We believe that we will need to raise additional funds in order to meetsatisfy our liquidity needs in our pursuit of an initial business combination. While we have available up to $790,000 of additional funds under the expenditures required for operating$1,000,000 promissory note that we issued to our business. However, if our estimatesponsor in June 2023, the sponsor is not obligated to fund any of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than thethat $790,000 amount. Our actual amount necessary to do so, we may have insufficient funds available to operateworking capital needs will depend on when our business priorcombination is consummated.

We cannot assure you that we will be able to oursuccessfully consummate any initial Business Combination. Moreover,business combination.

It is likely that we may need to obtain additional financing either to complete our Business Combination or because we becomewill be obligated to redeem a significant number of ouradditional public shares in connection with the Second Extension Meeting or upon completion of our Business Combination, ininitial business combination, which will reduce the funds from the trust that become available to the surviving company of the business combination. In that case, any company with which we maycombine will likely need to issue additional securities or incur debt in connection with the business combination. Subject to compliance with applicable securities laws, the surviving public company would only complete such Business Combination.financing simultaneously with the completion of our business combination. In addition, following our initial business combination, if cash on hand is insufficient, the new public company surviving from the business combination may need to obtain additional financing in order to meet its obligations.

Our continued, significant reliance and dependence on both outstanding and future loans from our sponsor (which our sponsor is not obligated to provide), and the impending deadline of August 19, 2023 under our amended and restated memorandum and articles of association to consummate an initial business combination (unless the Second Extension is approved at the Second Extension Meeting) cast substantial doubt on our ability to continue as a “going concern”. Even if our shareholders approve the Second Extension, there can be no assurance that we will be able to consummate any business combination or raise sufficient funds to complete an initial business combination. If we are unable to complete our initial business combination, we will be forced to cease operations and liquidate our trust account, which liquidation would be less than 12 months after the date of this Quarterly Report. Please see Note 1(e) to the unaudited financial statements included in this Quarterly Report, which describes the substantial doubt regarding our ability to continue as a “going concern”.

Cash provided by operating activities

For the six months ended June 30, 2023, net cash provided by operating activities was approximately $518 thousand. That cash provided by operating activities reflected our net profit of approximately $476 thousand for the period, as adjusted to reflect the following matters:

Cash used in financing activities

For the six months ended June 30, 2023, net cash used in financing activities was approximately $89.8 million, reflecting cash paid for the partial redemption of Class A ordinary shares in connection with the First Extension, as offset in part by funds that we borrowed from our sponsor under the promissory notes that we have issued to our sponsor.

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.June 30, 2023. 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 andor the Company’s liquidation.

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

Critical Accounting PoliciesEstimates

The preparation of condensedPrivate Warrant Liability

Please refer to Note 6 - Fair Value Measurements to our 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 partmethod and level 3 inputs used for the measurement of the Private Units concurrently with our initial Public Offering— in accordance withWarrant Liability.

No sensitivity analysis was provided, as the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”, under which the private placement warrants dorange of reasonably possible inputs would 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 effectimpact on our condensed financial statements.statements taken as a whole.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The net proceeds of our initial public offering and the sale of the private units held in the trust account will be invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that maintain a stable net asset value of $1.00, which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensurewith the objective of ensuring that information required to be disclosed in our reports filed or submitted under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periodsperiod specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and proceduresare also designed to ensurewith the objective of ensuring that such information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officerthe chief executive officer and Chief Financial Officer,chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

EvaluationOur management evaluated, with the participation of Disclosure Controlsour chief executive officer and Procedures

As required by Rules 13a-15 and 15d-15 underchief financial officer, whom we refer to as our Certifying Officers, the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e)as of June 30, 2023, pursuant to Rule 13a-15(b) or Rule 15d-15(b) under the Exchange Act) as of March 31, 2021. Act.

Based upon theirthat evaluation, our Chief Executive Officerchief executive officer and Chief Financial Officer havechief financial officer concluded that our disclosure controls and procedures were not effective as of March 31, 2021June 30, 2023 because of the material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’scompany’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, our management has concluded that our control around the interpretation and accounting for certain complex features of our Class A ordinary shares and private placement warrants was not effectively designed or maintained. This material weakness resulted in the restatement of our audited financial statement as of March 3, 2021. Additionally, this material weakness could result in a misstatement of the warrant liability (for our private placement warrants), Class A ordinary shares and related accounts and disclosures that would result in a material misstatement of the financial statements that would not be prevented or detected on a timely basis.

Since that time, we have been implementing a number of measures to remediate such material weaknesses; however, as of June 30, 2023 management has not remediated the material weakness. If we are unable to remediate our material weaknesses in a timely manner or we identify additional material weaknesses, we may be unable to provide required financial information in a timely and reliable manner and we may incorrectly report financial information. The existence of material weaknesses in internal control over financial reporting could adversely affect our reputation or investor perceptions of us, which could have a negative effect on the trading price of our shares. We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. Even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

Factors that could cause our actual results to differ materially from thoseour expectations, as described in this reportQuarterly Report, include the risk factors described in Part I, Item 1A, of our 2022 Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 31, 2021.Report. As of the date of this Quarterly Report, there have been no material changes to thethose risk factors, disclosed inexcept as stated below.

Risks Relating to our Annual Report filedSearch for, and Consummation of or Inability to Consummate, a Business Combination

In connection with the SEC, except as described below:

Our private placement warrants are accountedFirst Extension, approximately 77.5% of the public shares were redeemed for as liabilitiescash. The extent of these redemptions and the changesany additional redemptions in value of those warrants couldconnection with our contemplated Second Extension Meeting or voting on our initial business combination may have a material adverse effect onupon our financial results.

On April 12, 2021,ability to close that business combination and the Acting Directorability of the Divisionsurviving company to operate following the business combination if it cannot secure additional financing.

Our amended and restated memorandum and articles of Corporation Finance and Acting Chief Accountantassociation provided that we had until February 19, 2023 to complete a business combination, failing which we were to be required to liquidate. As the parties would not be able to complete the Holisto Business Combination by February 19, 2023, we held the First Extension Meeting at which the First Extension was approved. In connection with the First Extension, we gave the holders of the SEC together issuedpublic shares the right to redeem their public shares from the trust account. In order to aid in obtaining the approval, the sponsor, or its designee, agreed to contribute the lesser of $80,000 and $0.04 per public share that remains outstanding to the trust account on a statement regardingmonthly basis as an incentive to the accounting and reporting considerationsholders of the public shares not to redeem their public shares in connection with the First Extension. Approximately 77.5% of the public shares were redeemed for warrants issuedcash. We can give no assurance that such incentives will prevent holders of public shares from exercising their right of redemption in connection with our initial business combination. Given the significant number of public shareholders that have exercised their right to redeem as of the date of this Quarterly Report, the funds in the trust account were reduced significantly, by $90.75 million, leaving approximately $27.4 million in the trust account as of June 30, 2023.

Over the past year or so, the rate of redemption of shares by public shareholders of special purpose acquisition companies, entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Among other things,or SPACs, such as ours at the SEC Statement focused on warrantstime of a shareholder meeting that have certain settlement terms or warrants which do not meetapproves an amendment to the criteria to be considered indexed to an entity’s own stock, which terms are similar to those that govern our private placement warrants under the warrant agreement for all of our warrants. As a resultarticles of the SEC Statement, we evaluatedSPAC or the accounting treatment of our public warrants and private placement warrants and determined that the private placement warrants should be recorded as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on our balance sheet as of March 31, 2021 contained elsewhere in this Form 10-Q are derivative liabilities related to embedded features contained within our private placement warrants. Accounting Standards Codification 815-40, Derivatives and Hedging — Contracts on an Entity’s Own Equity, provides for the remeasurementinitial business combination of the fairSPAC has increased significantly, thereby increasing the likelihood that we, too, may face significant additional redemptions that will jeopardize our ability to successfully consummate any initial business combination. In addition, the amount of the deferred underwriting commissions payable to the underwriters for our IPO will not be adjusted for any shares that are redeemed in connection with a business combination and such amount of deferred underwriting discount is not available for us to use as consideration in an initial business combination. If we are able to consummate a business combination, the per-share value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss relatedshares held by non-redeeming shareholders will reflect our obligation to pay, and the change in the fair value being recognized in earnings in the condensed statement of operations. As a resultpayment of, the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of our control. deferred underwriting commissions.

Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our private placement warrants each reporting period and that the amount of such gains or losses could be material.

We have identified a material weakness in our internal control over financial reporting as of March 31, 2021. If we are unable to develop and maintain an effective system of internal control over financial reporting, weabove-described potential additional redemptions, there may not be ablesufficient funds in the trust account to accurately report our financial results inenable the parties to consummate a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

Following this issuance of the SEC Statement, after consultation with our independent registered public accounting firm, our management concluded that, in light of the SEC Statement, we identified a material weakness in our internal controls over financial reporting.

A material weakness is a deficiency, or a combination, of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiativesthose public shareholders that did not elect to redeem their public shares will ultimatelynot redeem in connection with our contemplated Second Extension Meeting, or when voting on a business combination. Depending on the amount remaining in the trust account after making payment for the redemption of public shares in connection with our contemplated Second Extension Meeting, or the vote to approve a business combination, the combined company may not, following the closing, have sufficient funds to finance its operations without additional debt or equity funding for any significant period, failing which the intended effects.company may not be able to continue in business. As a result of additional potential redemptions, the Nasdaq public market value initial listing requirement may not be met, the combined company may not qualify to list on Nasdaq, and the business combination may not be consummated.

We may not be able to complete an initial business combination within the prescribed time frame, in which case our public shareholders may receive only $10.00 per share, plus interest, or less than such amount in certain circumstances, and our warrants will expire worthless.

Our sponsor, officers and directors have agreed that we must complete our initial business combination within 30 months from the closing of our initial public offering, following shareholder approval of the Extension (or 42 months, if our shareholders approve the Second Extension to August 19, 2024). We may not be able to complete any initial business combination within such time period. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.

If we identify any new material weaknessesare unable to complete our initial business combination within such 30 month period (or 42 month period, if our shareholders approve the Second Extension to August 19, 2024), we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the future, anytrust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such newly identified material weakness could limit our abilityredemption, subject to prevent or detect a misstatementthe approval of our accounts or disclosures that could resultremaining shareholders and our board of directors, dissolve and liquidate, subject in a material misstatementeach case to our obligations under Cayman Islands law to provide for claims of our annual or interim financial statements.creditors and the requirements of other applicable law. In such case, our public shareholders may receive only $10.00 per share, or less than $10.00 per share, on the redemption of their shares, and our warrants will expire worthless.

If our funds being held outside of the trust account are insufficient to allow us to operate through our extension date(s), and we are unable to obtain additional capital, we may be unable to maintain compliancecomplete our initial business combination, in which case our public shareholders may only receive $10.00 per share (plus interest) or less, under certain circumstances.

As of June 30, 2023, we had approximately $35 thousand in cash held outside the trust account to fund our working capital requirements. The funds available to us outside of the trust account may not be sufficient to allow us to operate until our Extension Date or, if approved by our shareholders, the Second Extension Date. We might not have sufficient funds to continue paying for our ongoing operations and expenses related to our initial business combination.

If we are required to seek additional capital, we would need to borrow additional funds from the Sponsor under the $1,000,000 promissory note that we issued to it in June 2023 (under which $210 thousand is currently outstanding, and an additional $790 thousand may be loaned to us by our sponsor), or from members of our management team or other third parties to operate, or else we may be forced to liquidate. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. If we are unable to obtain additional financing, we may be unable to complete a business combination. If we are unable to complete a business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive approximately $10.00 per share (or less, under certain circumstances) on our redemption of the remaining outstanding public shares.

We may be unable to obtain— on reasonable terms or at all— additional financing in connection with securities law requirements regarding timely filingour initial business combination or to fund the operations and growth of periodic reportsa target business, which could compel us to restructure or abandon a particular business combination.

Because of the significant redemptions of public shares at our First Extension and the ongoing high numbers of redemptions relating to SPACs in additiongeneral, the net proceeds of our initial public offering and the sale of the private units in the trust account may not be sufficient to applicable stock exchange listing requirements, investorsallow us to meet a minimum cash condition in a business combination agreement and to complete an initial business combination. We may lose confidence in our financial reporting and our stock pricetherefore be required to seek additional financing or to abandon the proposed business combination. While we may decline aspursue a result. WePIPE or other financing, we cannot assure you that such financing will be available on acceptable terms, if at all. To the measuresextent that additional financing proves to be unavailable when needed to complete a business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. The market for financings of initial business combinations of SPACs in recent times has been very difficult, with financings often available only on terms that are onerous to the surviving company of the business combination. The failure to secure additional financing on reasonable terms could have takena material adverse effect on the continued development or growth of the target business. None of the sponsor or our other shareholders is required to date,provide any financing to us in connection with or any measuresafter our initial business combination. If we are unable to complete an initial business combination, our public shareholders may takeonly receive approximately $10.00 per share on the liquidation of our trust account, and our warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares.

Risks Relating to our Securities

SEC rules affecting special purpose acquisition companies may adversely affect our ability to negotiate and complete our initial business combination. In particular, certain of the procedures that we, a potential initial business combination target, or others may determine to undertake in connection with our initial business combination may increase our costs and the time needed to complete our initial business combination and may constrain the circumstances under which we could complete an initial business combination. We may be forced to liquidate the U.S. government treasury obligations or money market funds held in the future, willtrust account or liquidate and dissolve the Company at an earlier time than we might otherwise choose.

Our consummation of a business combination may be sufficientcontingent upon our ability to avoid potential future material weaknesses.

We may face litigationcomply with certain laws, regulations, interpretations and other risks as a result of the material weakness in our internal control over financial reporting.

As a result of the material weakness that we identified, the change in accounting for the certain complex features of our Class A ordinary shares and private placement warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weaknesses in our internal control over financial reportingapplications, and the preparation of our financial statements. As ofpost-business combination company may be subject to additional laws, regulations, interpretations and applications. Compliance with the date of this Form 10-Q, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not,foregoing may be difficult, time consuming and costly. Laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material adverse effect on our business, results of operations and financial condition or our ability to complete a Business Combination.business combination.

In particular, to the extent that Moringa, as a SPAC, is deemed to be subject to regulation under the Investment Company Act of 1940, referred to as the Investment Company Act, or, in order to avoid that regulation, we limit our duration, alter the assets that we hold, change our business purpose, or limit our activities, that may increase the costs of and the time needed to complete our initial business combination, and may constrain the circumstances under which we could complete our initial business combination. Because we are more at risk of being considered an unregistered investment company if the funds in the trust account are held in short-term U.S. government treasury obligations or in money market funds for a longer period of time, we are more likely to liquidate those investments sooner than desired and thereafter hold all funds in the trust account in an interest-bearing demand deposit account. That may also lead to our liquidating and dissolving the company at an earlier time than we might otherwise choose.

If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial business combination and instead liquidate and dissolve the company.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours. It is possible that a claim could be made that we have been operating as an unregistered investment company. The longer that the funds in the trust account are invested exclusively in short-term U.S. government treasury obligations or in money market funds, the greater the risk that we may be considered an unregistered investment company.

If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial business combination and instead liquidate and dissolve the company. If we are required to liquidate and dissolve, our shareholders would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our warrants would expire worthless.

We are currently not in compliance with the Nasdaq continued listing requirements. If we are unable to regain compliance with Nasdaq’s listing requirements, our securities could be delisted, which could affect our securities’ market price and liquidity.

Nasdaq IM-5101-2 requires that a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. The Second Extension that we are requesting at the Second Extension Meeting will extend until the 42 month anniversary of our IPO, which will take us beyond the permitted period for a business combination under the foregoing Nasdaq rule. Therefore, unless we complete a business combination by February 19, 2024, we may be subject to suspension and delisting from the Nasdaq Capital Market due to our non-compliance with that requirement, unless we timely request a hearing before the Nasdaq Hearings Panel, in which case we may be given additional time to complete a business combination transaction prior to delisting.

Furthermore, on March 28, 2023, we received the March Notice from the Nasdaq Listing Qualifications Department indicating that we were not in compliance with Nasdaq Listing Rule 5550(a)(3), which requires us to have at least 300 public holders for continued listing on the Nasdaq Capital Market. The March Notice stated that we had 45 calendar days to submit a plan to regain compliance with the Minimum Public Holders Rule. While Nasdaq accepted our compliance plan and granted us an extension of up to 180 calendar days from the date of the notice to evidence compliance with the rule, we may not regain compliance.

In addition, on June 15, 2023, we received the June Notice from the Nasdaq Listing Qualifications Department indicating that we were not in compliance with Nasdaq Listing Rule 5550(b)(2), which requires us to have at least $35 million market value of listed securities for continued listing on the Nasdaq Capital Market. The June Notice stated that we had 180 calendar days, or until December 12, 2023, in which to regain compliance with the MVLS Rule. If we are unable to achieve compliance by December 12, 2023, we expect that Nasdaq would provide written notification to us that our securities are subject to delisting. At that time, we could appeal the delisting decision to a Nasdaq Hearings Panel.

We cannot assure you that we will be able to regain compliance with the Minimum Public Holders Rule or the MVLS Rule, or complete our initial business combination prior to the 36-month deadline following our IPO described in Nasdaq IM-5101-2. Our failure to meet any of these requirements would result in our securities being delisted from Nasdaq. We and the holders of our securities could be materially adversely impacted if our securities are delisted from Nasdaq. In particular: