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 June 30, 20222023

☐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 regisrantregistrant 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 August 15, 2022, 11,980,00014, 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 outstandingoutstanding.

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”“Quarterly Report” or “Form 10-Q”“Form 10-Q”), references to:

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements��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 I-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. SuchForward-looking statements in this Quarterly Report may include, for example, statements about:

The forward-looking statements relate to future events or future performance, but reflect management’s current beliefs,contained in this Quarterly Report are based on information currently available. Aour 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 factors couldrisks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual events,results or performance to be materially different from those expressed or results to differ materially from the events, performance and results discussed in theimplied by these forward-looking statements. For information identifyingregarding important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to “Part I-I, Item 1A. Risk Factors” in the 2021our 2022 Annual Report as supplemented by “Part II- Itemand “Item 1A. Risk Factors” in this Quarterly Report. The Company’scontained 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 I1 - FINANCIAL INFORMATION

MORINGA ACQUISITION CORP

UNAUDITED CONDENSED FINANCIAL STATEMENTS

AS OF JUNE 30, 2022 AND FOR THE THREE AND SIX MONTHS ENDED ON THAT DATE

U.S. DOLLARS

ITEM 1. FINANCIAL STATEMENTS

MORINGA ACQUISITION CORP

UNAUDITED CONDENSED FINANCIAL STATEMENTS

AS OF JUNE 30, 20222023 AND FOR THE THREE AND SIX MONTHS ENDED ON THAT DATE

U.S. DOLLARS

MORINGA ACQUISITION CORP

UNAUDITED CONDENSED FINANCIAL STATEMENTS

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

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 unaudited condensed financial statements.

statements.

MORINGA ACQUISITION CORP

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

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 six months ended June 30, 2023 and the year ended December 31, 2022, relates to the Company’s search for a target company, as well as attempts to consummate the Proposed Business Combination,Holisto Merger, as detailed in Note 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 (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.

The CompanyCompany’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 Closing 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 Closing 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 hereinherein.

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, 2022,2023, the Company had approximately $18$35 thousand of cash and an accumulated deficit of $1,154$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 current endeavors to consummate the Proposed Business Combination, as detailed in Note 1(f), or a different Initial Business Combination, if the former does not occur.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 (of(all of which the Sponsor is not obligated to provide). Moreover, the Company has until FebruaryAugust 19, 2023 (hereafter – the Mandatory Liquidation Date) to consummate an Initial Business Combination, whether the Proposed Business Combination or a different one.Combination. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company, intends to complete an Initial Business Combination beforeunless the Mandatory Liquidation Date.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- 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 Business Combination)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.

The foregoing descriptionRefer to Note 9(c) for information regarding the termination of the Proposed Business Combination does not purport to be complete. For further information and access toHolisto Merger after the full agreement and all other related agreements, refer to the Company’s Current Report on Form 8-K filed with the SEC on June 13, 2022.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.SEC.

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 June 30, 2022, the Company 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 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 ordinary 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.

Immediately uponRefer to Note 7(a) for information regarding the Closingpartial redemption of the Public Offering, the Company recognized the accretion from the offering costs allocated to the Class A Ordinary Sharesordinary shares subject to possible redemption, in an amount of $2,551,880.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 lossprofit (loss) by the weighted average number of ordinary 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,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;shares); and the Class A ordinary shares subject to possible redemption.

In order to determine the net lossprofit (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 Earnedinterest earned on Investments Heldinvestments held in Trust Account. Thetrust account. Then, the accretion to redemption value of the Class A ordinary shares subject to possible redemption is fully allocated to the Class A ordinary shares subject to redemption.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

For each of the three and six months ended June 30, 2022 and 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. 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 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.

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.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 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 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 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.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 3 – PUBLIC OFFERING AND PRIVATE PLACEMENTS (continued):

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 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.

NOTE 4 – RELATED PARTY TRANSACTIONS:

On December 9, 2020, the Company signed a promissory note, under which it could borrow up to a $300 thousand principal amount from the Sponsor. Amounts drawn by the Company under the note were to be used to cover finance costs and expenses related to its formation and capital raise.

The entire unpaid balance was payable on the earlier of (i) March 31, 2021, or (ii) the date of a capital raise (i.e., the closing of the initial Public Offering). Any drawn amounts could be prepaid at any time. The promissory note did not bear any interest on the principal amount outstanding thereunder.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 4 – RELATED PARTY TRANSACTIONS (continued):(CONTINUED)

NOTE 4 - RELATED PARTY TRANSACTIONS:

The Company borrowed $170 thousand under thehas issued several promissory note $150 thousand prioragreements to December 31, 2020 and an additional $20 thousand on February 2021. The total $170 thousand owed under the promissory note was repaidits Sponsor throughout its life term, in March 2021, following the Closing of the Public Offering.

On August 9, 2021 the Company and the Sponsor have entered into an additional Promissory Note agreement (hereafter – the Second Promissory Note), according to which the Company may withdraw up to $1 millionorder 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 August 9, 2021 the Company has issued its Second Promissory Note to the Sponsor, according to which the former may withdraw up to $1 million. Under the Second Promissory Note, the Company has withdrawn $300 thousand, $300 thousand and $400 thousand in December 2021, January 2022 and June 2022, respectively.

In December 2022, the Company has issued its Third and Fourth Promissory Notes (hereafter – the Third 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 their original terms, the entire unpaid balance of the Second, Third and Fourth Promissory Notes shall be payable on the earlier of (i) February 19, 2023, or (ii) the date on which the Company consummates its Initial Business Combination.Combination (hereafter – the Maturity Date). Any drawn amounts could be prepaid at any time. The promissory note does not bear any interest onFollowing the principal amountFirst Extension Meeting, as detailed in Note 1(d), all of the outstanding thereunder.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 December 23, 2021,February 8, 2023 the Sponsor issued its Fifth Promissory Note to the Company, borrowed $300in 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 Sponsor 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 Company’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 promissory note.

During the six months ended June 30, 2022the Company borrowed an additional $350 thousand from the promissory note given by the Sponsor.

SeeSixth Promissory Note. Refer to Note 9 – Subsequent Events –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 of up to $1 million, of which $210 thousand were withdrawn at the same date.

The Fifth, Sixth and Seventh Promissory Notes bear no interest and are repayable in full upon the earlier of (a) the date of the remaining amount underconsummation of the Company’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 promissory note.may elect to convert any portion of the amounts 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 private warrants included in the 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 June 30, 2022 the Company accrued for approximately $60 thousand with regards to this agreement, recorded under the Related Party balance.

The composition of the Related Party balance as of June 30, 20222023 and December 31, 20212022 is as follows:

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

NOTE 5 –- COMMITMENTS AND CONTINGENCIES:

Underwriters’ Deferred Commission

Under the Business Combination Marketing Agreement, the Company shall pay an additional fee (hereafter – the Deferred 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 Commission 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).

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 June 30, 20222023 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 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 selected 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:

NOTE 7 –- 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

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 7 – CAPITAL DEFICIENCY (continued):

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.

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.Combination.

The Company is authorized to issue up to 5,000,000 Preferred Shares of $0.0001 par value each. As of June 30, 2022,2023, 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:

In July 2023, the Company has withdrawn 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 amendment to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company evaluated subsequent eventshas to consummate a business combination from the Extended Mandatory Liquidation Date to August 19, 2024 or 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 transactionsobligations of each party to the agreement ceased, except for those obligations of the parties that occurred afterare intended to survive such termination and which remain in effect in accordance with their respective terms. Neither the balance sheet date and throughCompany nor Holisto has any remaining substantive obligation to one another following the issuanceabove-mentioned termination, as of date of these financial statements. The Company did not identify any subsequent events that would have required any adjustments or disclosures in the financial statements.

Withdrawal of Promissory Note

On July 26, 2022 the Company withdrew an additional $350 thousand under the Sponsor Promissory note.

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

The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed financial statements and related notes appearing elsewhere in this Quarterly Report, and our audited financial statements and related notes thereto as of, and for the year ended, December 31, 2021,2022, included in the 2021our 2022 Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our initial business combination, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in “Part I, Item 1A. Risk Factors” in the 2021 Annual Report, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We completed our initial public offering in February 2021, and since that time, we have engaged in discussions with potential business combination target companies, and, incompanies. In June 2022, we entered into a business combination agreement with a target company,Holisto, which was recently terminated, as described in “Recent Developments” below.below in this Item 2. We intend to effectuate our prospective initial business combination using (i) cash from the proceeds of our initial public offering and the private placements of the private 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 financings.

The issuance of additional ordinary shares in a 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 the new public company (following a business combination) issue(s) debt securities or 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, 20222023 we had approximately $18$35 thousand of cash and cash equivalents and an accumulated deficit of approximately $1,154 thousand.$2.19 million. Although we raised $115$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, weapproximately $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 ourany initial business combination, or a related capital-raise, will be successful.

Recent Developments

On June 9, 2022, we entered into a business combination agreement (the “Termination of Holisto Business Combination Agreement”), by and among our company,

On August 7, 2023, Holisto Ltd., a company organized under the lawsnotified us pursuant to Section 7.1(j) of the State of Israel (“Holisto”), and Holisto MergerSub, Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Holisto (“Merger Sub”). The transactions set forth in the Business Combination Agreement (the “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.

Transactions”)

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 constituteinvolve 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 “Business Combination”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 contemplateda 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. The Business Combination Agreement andIf we do not consummate an initial business combination by the Transactions contemplated thereby have been unanimouslyFirst Extension Date (or, if the Second Extension is approved, by the boardsSecond Extension Date), the promissory note will be repaid only from funds held outside of directors of Moringa and Holisto, and by the shareholders of Holisto.trust account or will be forfeited.

The following description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by reference to the Business Combination Agreement, a copy of which is included as Exhibit 2.1 to our Current Report on Form 8-K, filedIn connection with the Securities and Exchange Commission (the “SEC”) on June 13, 2022. Capitalized terms used in this Form 10-Q and not otherwise defined herein have the meanings assigned to them in the Business Combination Agreement.

Pursuant to the Business Combination Agreement, at the closing (the “Closing”) of the Transactions contemplated thereunder, and following the Capital Restructuring (as each such term is defined and described below): (i) Merger Sub will merge with and into our company, with our company continuing as the surviving entity and a wholly-owned subsidiary of Holisto (the “Merger”); (ii) our units, to the extent not previously separated, will be separated into Class A ordinary shares and warrants; (iii) Class B ordinary shares will be converted into MoringaFirst Extension Meeting, 8,910,433 Class A Ordinary Shares; (iv) theShares were redeemed, leaving 3,069,567 Class A ordinary shares will be converted into ordinary sharesOrdinary Shares- of Holisto (“Holisto Ordinary Shares”) in accordance with the ratio described below; (v) each Moringa warrant will be converted into one Holisto warrant (on the same terms contained in the Moringa warrants, except that each Holisto warrant will represent the right to acquire Holisto ordinary shares in lieu of Moringa Class A ordinary shares); (vi) Moringa will become a wholly-owned subsidiary of Holisto; and (vii) Moringa, as a wholly-owned subsidiary of Holisto, will change its corporate name to Holisto Inc. and will amend and restate its amended and restated memorandum and articles of association so as to be appropriate for a private company.

The number of Holisto Ordinary Shares to be received in exchange for each Moringa Class A ordinary share in the Merger will depend on whether the share was issued to thewhich 2,589,567 are public pursuant to the registration statement relating to Moringa’s initial public offering (a “Moringa Public Share”) or whether the share was issued other than as part of Holisto’s initial public offering:

Prior to the Closing, but subject to the completionshares- outstanding. As such, approximately 77.5% of the Closing, Holisto will effect a capital restructuring of itsoriginally outstanding equity securities (the “Capital Restructuring”) so that the only class of outstanding equity of Holisto will be Holisto Ordinary Shares (along with certain optionspublic shares were redeemed and warrants to be rolled over in connection with the Transactions). To effect the Capital Restructuring, (i) warrants to purchase Holisto Ordinary Shares, Ordinary A Shares and Preferred Shares (with certain exceptions) will be automatically exercised in accordance with their terms; (ii) each existing Simple Agreement for Future Equity (“SAFE”) that is outstanding for Holisto securities asapproximately 22.5% of the dateoriginally outstanding public shares remain outstanding. After the satisfaction of such redemptions on February 19, 2023, the Business Combination Agreement (excluding any New SAFE Agreement, for a total of $4.75 million) will be converted automatically into Holisto Ordinary Sharesbalance in accordance with the terms of the SAFE agreements; (iii) the preferred shares and ordinary A shares of Holisto (including preferred shares and ordinary A shares issuable upon exercise of warrants that are exercised as part of the Capital Restructuring) will be converted into Holisto Ordinary Shares in accordance with their terms with the result that only Holisto Ordinary Shares will be outstanding. Holisto will then effect a share split, to become effective immediately prior to the Closing, and subject to the effectiveness of the Merger, pursuant to which each Holisto Ordinary Share outstanding as of immediately prior to the effective time of the Merger (but after the exercises and conversions described above, and excluding and prior to the issuance of any shares pursuant to a New SAFE Agreement) will be converted into the number of Holisto Ordinary Shares computed by (A) multiplying each such Holisto Ordinary Share by (B) the conversion ratio described below (the “Conversion Ratio”); and (iv) with respect to outstanding options and warrants to purchase Holisto Ordinary Shares that are not exercised as part of the Capital Restructuring, the number of Holisto Ordinary Shares issuable upon exercise of those securities, as well as the exercise price of those securities, will be adjusted in accordance with the Conversion Ratio. The Conversion Ratio is based on a Holisto valuation of $400 million plus the amount actually invested pursuant to the New SAFE Agreements, and a share price of $10.00 per Holisto Ordinary Share. The Business Combination Agreement does not provide for any purchase price adjustments to the Conversion Ratio as part of the pre-Closing Capital Restructuring.our trust account was approximately $26.8 million.

ContemporaneouslyNasdaq 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 execution of the Business Combination Agreement, Holisto, Moringa and an institutional investor (the “Investor”) entered intorule. On May 11, 2023, we submitted a securities purchase agreement (the “Securities Purchase Agreement”) pursuantplan to which Holisto agreed to issue to the Investor and the Investor agreed to purchase from Holisto contemporaneouslyregain compliance with the closing under the Business Combination Agreement, onrule. Nasdaq accepted our plan, and subjectgranted us an extension of up to the terms and conditions of the Securities Purchase Agreement, for a total consideration of $30 million, Holisto’s secured senior convertible note in a principal amount of $30 million, which is due two years180 calendar days from the date of issuance (the “Investor Note”), and a warrantthe notice— until September 24, 2023— to purchase an aggregate of 1,363,636 Holisto Ordinary Shares (the “Financing Warrant”) at an exercise price of $11.50. The Securities Purchase Agreement, Investor Note, Financing Warrant and the related transaction documents, are described in our Current Report on Form 8-K, filedevidence compliance with the SEC on June 13, 2022 and each is attached as an exhibit thereto.rule.

The consummationMarket Value of the proposed Business Combination is subject to certain conditions as further described in the Business Combination Agreement.Listed Securities Deficiency Notice

UnlessOn 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.