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 JuneSeptember 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 AugustNovember 14, 2023, 3,069,5673,870,018 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 2,875,000one Class B ordinary shares,share, par value $0.0001 per share, were issued and outstanding. The outstanding Class A ordinary shares consisted of (i) 515,019 public shares, (ii) 2,874,999 sponsor-held founders shares (previously converted to Class A ordinary shares from Class B ordinary shares), (iii) 380,000 private shares (held by the sponsor and EarlyBirdCapital, Inc., in the aggregate) and (iv) 100,000 representative shares held by EarlyBirdCapital, Inc.

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“Part II, 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 1I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MORINGA ACQUISITION CORP

UNAUDITED CONDENSED FINANCIAL STATEMENTS

AS OF JUNESEPTEMBER 30, 2023 AND FOR THE THREE AND SIXNINE MONTHS ENDED ON THAT DATE

U.S. DOLLARS

MORINGA ACQUISITION CORP

UNAUDITED CONDENSED FINANCIAL STATEMENTS

AS OF JUNESEPTEMBER 30, 2023 AND FOR THE THREE AND SIXNINE MONTHS ENDED ON THAT DATE

INDEX

MORINGA ACQUISITION CORP

UNAUDITED CONDENSED BALANCE SHEETS

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

MORINGA ACQUISITION CORP

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

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

MORINGA ACQUISITION CORP

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN CAPITAL DEFICIENCY

MORINGA ACQUISITION CORP

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN CAPITAL DEFICIENCY

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

MORINGA ACQUISITION CORP

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

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

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 -– 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 sixnine months ended JuneSeptember 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 Holisto Merger which was terminated on August 8, 2023, 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 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 are 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 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 receivedloaned by the Sponsor under the Sixth and Eighth Promissory note,Notes, deposited into the trust account.Trust Account.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

NOTE 1 -– 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.

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 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.

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 share, including any Class A ordinary share issuable upon conversion of such Class B ordinary shares, and Class A ordinary share (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 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.

On August 18, 2023 the Company held an extraordinary general meeting in lieu of the 2023 annual general meeting of the Company (hereafter – the Second Extension Meeting). At the Second Extension Meeting, the Company’s shareholders approved, among other proposals, an amendment to the Amended and Restated Memorandum and Articles of Association to further extend the date by which the Company has to consummate a business combination from the Extended Mandatory Liquidation Date to August 19, 2024 (hereafter – the Second Extended Mandatory Liquidation Date) or such earlier date as may be determined by the Board in its sole discretion.

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

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

Refer to Note 9(b)5(b) for information regarding the conversion of Class B ordinary shares into Class A ordinary shares, following the Second Extension Proposal.Meeting.

As of JuneSeptember 30, 2023, the Company had approximately $35$58 thousand of cash and an accumulated deficit of $2,190approximately $2,449 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.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

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

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, following the Second Extension Meeting, the Company has until August 19, 20232024 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, thereCompany. There can be no assurance that the Company will be able to consummate any business combination ahead of the Second 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 Companycompany fail to obtain financial support in its pursuit to consummate an Initial Business Combination, nor if it is required to liquidate after the Second 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.

On August 7, 2023 Holisto is an Israeli company and a tech-powered online travel agency, which aims to make hotel booking affordable and personalized for consumers.

notified the Company that it was terminating the Proposed Holisto Merger agreement. The Business Combination Agreement and the transactions contemplated thereby have been unanimously approved by the boardstermination became effective as of directors of Moringa and Holisto, and by the shareholders of Holisto.

Refer to Note 9(c) for information regarding theAugust 8, 2023. Upon termination of the Proposed Holisto Merger, afterall rights and obligations of each party to the balance sheet date. 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.

NOTE 2 -– SIGNIFICANT ACCOUNTING POLICIES:

The Company’s 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.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

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 discussed in Note 1, all of the 11,500,000 shares of Class A ordinary shares sold as partspart of the Units in the Public Offering containcontained 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. 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 redemptionredemptions of Class A ordinary shares subject to possible redemption, following the First Extension Meeting and the Second 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 7,7(a), 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.the 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. From the Company’s incorporation and through JuneSeptember 30, 2023, the Company has not experienced any losses on these accounts.

As of JuneSeptember 30, 2023, the Company held its cash and cash equivalents in an SVB bank account, and its investments Held in the Trust Account are invested 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), “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 statements of operations. Refer to Note 6 for information regarding the model used to estimate the fair value of the Private Warrants (as defined in Note 3).

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.

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.

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 (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 (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 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 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 5(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. TheAll outstanding 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 (hereafter – the 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 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 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 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 consummation of the Company’s initial business combination, or (b) Second Extended Mandatory Liquidation Date.Date (hereafter and collectively – the Maturity Date).

First Promissory Note

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

Second to Fifth Promissory Notes

On August 9, 2021 the Company issued its Second Promissory Note to the Sponsor, according to which the former may withdraw up to $1 million – which has been withdrawn in full in several installments up until June 2022.

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

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

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 may elect to convert any portion of the amounts outstanding into private warrants to purchase Class A ordinary shares at a conversion price of $1 per private warrant.warrant on the Maturity Date. Such private warrants will have an exercise price of $11.5 and shall be identical to the private warrants included in the private units.

Sixth Promissory Note

On February 9, 2023 the Company issued its Sixth Promissory Note to the Sponsor, in an amount of $480 thousand – under which the funds that were loaned by the Sponsor were deposited into the Company’s Trust Account, in connection with the First Extension. The Sponsor provided six monthly injections of $80 thousand into the Company’s Trust Account under the Sixth Promissory Note, starting February 19, 2023.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

NOTE 4 – RELATED PARTY TRANSACTIONS (continued):

Seventh Promissory Note

On June 14, 2023 the Company issued its Seventh Promissory Note to the Sponsor in an amount of up to $1 million, of which $210 thousand were withdrawn at the same date; and approximately $275 thousand were withdrawn over the course of the three months ended September 30, 2023.

Eighth Promissory Note

On August 18, 2023 the Company issued its Eighth Promissory Note to the Sponsor, in an amount of approximately $154 thousand – under which the Company shall be required to repay the Sponsor for funds that it provides for deposit into the Company’s Trust Account, in connection with the Second Extension. The Sponsor shall make monthly injections of approximately $13 thousand into the Company’s Trust Account, starting August 19, 2023 and up until the earlier of the Second Extended Mandatory Liquidation Date (or such earlier date that the Board determines to liquidate the Company) or the date on which an Initial Business Combination is completed.

As of September 30, 2023 and December 31, 2022 the Related Party balance is composed solely of promissory notes.

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.

The composition of the Related Party balance as of June 30, 2023 and December 31, 2022 is as follows: 

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

NOTE 5 -– COMMITMENTS AND CONTINGENCIES:

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 thean Initial Business Combination.

First Deficiency Notice

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)First Deficiency), 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.Nasdaq, which has then granted an extension of up to 180 calendar days from the date of the notice – until September 24, 2023 – to evidence compliance with the rule.

On September 27, 2023 the Company received a notice from the Nasdaq Listing Qualifications Department indicating that it has regained compliance with the First Deficiency.

Second Deficiency Notice

On June 15, 2023 (hereafter – the Second Notice Date) the Company received a secondanother notice from Nasdaq Listing Qualifications Department indicating that it is not in compliance with Nasdaq Listing Rule 5550(b)(2) (hereafter – the Second Deficiency), according to which the Company must sustain a market value of listed securities of at least $35 million.million, for continued listing on the Nasdaq Capital Market. The notice was only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Capital Market. The Company has 180 calendar days, or until December 12, 2023, to regain compliance with the rule. The notice states that if at any time before December 12, 2023, the Company’s market value closes at $35 million or more for a minimum of ten consecutive business days, the Nasdaq staff will provide written confirmation for regaining compliance. If compliance is not achieved by December 12, 2023, the Company expects that Nasdaq would provide written notification that its securities are subject to delisting. At that time, the Company could appeal the delisting decision to a Nasdaq Hearings Panel.

Following the Second Extension Meeting, the Sponsor converted 2,874,999 of its Class B ordinary shares on a one to one basis into Class A ordinary shares, in an effort to regain compliance with the Second Deficiency. However, the Company has yet to receive a formal notice of compliance.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

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 JuneSeptember 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 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 – on February 19, 2021 and March 3, 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 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 ofand Second Extensions, 8,910,433 and 2,074,548 Class A Ordinary Shares subject to possible redemption were redeemed, respectively, for their redemption value, including accrued interest. As part of the partial redemptionredemptions approximately $91$113 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, 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.

Refer to Note 5(b) for information regarding the conversion of Class B ordinary shares into Class A ordinary shares following the Second Extension Meeting.

The Company is authorized to issue up to 5,000,000 Preferred Shares of $0.0001 par value each. As of JuneSeptember 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 effectpotential exercise of the warrants5,750,000 Public Warrants and 190,000 Private Warrants sold in the Initial Public Offering and Private Placements to purchase an aggregate ofas detailed in Note 3 into 5,940,000 warrantsshares has not been included in the calculation of diluted net profit (loss) per share, since the exercise of the warrants is contingent upon the occurrence of a future events. event.

Additionally, the effect of the conversion of the Second, Third, Forth and Fifth Promissory Notes into an aggregate amount of 1,500,000 private warrants (exercisable into 1,500,000 shares) as detailed in Note 4, has not been included in the calculation of diluted net profit (loss) per share, since the conversion of the abovementioned promissory notes is contingent upon the occurrence of a future event.

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,October 7, 2023 Hamas terrorists infiltrated Israel’s southern border from the Company filed DEF 14A forGaza Strip and conducted a planned extraordinary general meetingseries of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in lieuother areas within the State of 2023 annual general meetingIsrael. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. Following the Company (hereafter –attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks.

The intensity and duration of Israel’s current war against Hamas is difficult to predict, as are such war’s economic implications on the Second Extension Meeting). The purpose of the Second Extension Meeting is to considerbusiness 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 byoperations on any target company with which the Company hasmay combine, and on Israel’s economy in general. These events may cause wider macroeconomic deterioration in Israel, which may have a material adverse effect on the Company’s ability to consummate a business combination fromeffectively complete an Initial Business Combination, or on 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 notifiedoperations of an Israel-centered target company with which 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.may combine.

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, 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 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. In June 2022, we entered into a business combination agreement with Holisto, which was recently terminated in August 2023, as described in “Recent Developments” 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 willcould serve as the new public company following a business combination):

Similarly, if our company or 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 JuneSeptember 30, 2023 we had approximately $35$58 thousand of cash and cash equivalents and an accumulated deficit of approximately $2.19 million.$2,449 thousand. 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 and $22.2 million of the fundsinvestments in our trust account were liquidated and the cash received upon liquidation was paid out as part of the redemption of public shares in connection with the First Extension Meeting and Second Extension Meeting, respectively, leaving approximately $27.4$5.6 million of investments in the trust account as of JuneSeptember 30, 2023. We furthermore expect to continue to incur significant costs that will be paid from funds in 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

Second Extension of Date to Consummate a Business Combination

On August 18, 2023, after an adjournment of two days following the originally-designated date for the Second Extension Meeting, we reconvened the Second Extension Meeting and our shareholders approved the following proposals: (i) the Second Extension, by way of special resolution, pursuant to which our amended and restated memorandum and articles of association were amended 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; (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; and (iii) an amendment to the amended and restated memorandum and articles of association allowing the Class B ordinary shares to converted by the holders thereof into Class A ordinary shares at any time prior to the consummation of an initial business combination based on the election of the holders thereof.

Upon the approval of the proposals at the Second Extension Meeting, the sponsor elected to convert 2,874,999 Class B ordinary shares into Class A ordinary shares, on a one-for-one basis, leaving one Class B ordinary share outstanding (which continued to be held by the sponsor).

In connection with the Second Extension Meeting, 2,074,548 Class A ordinary shares were redeemed, which resulted in 3,870,018 Class A ordinary shares (consisting of 515,019 public shares, 2,874,999 sponsor-held founder Class A ordinary shares (converted from Class B ordinary shares), 380,000 private Class A ordinary shares (held by the Sponsor and EarlyBirdCapital, in the aggregate), and 100,000 representative shares), along with one Class B ordinary share (held by the Sponsor), remaining outstanding. After the satisfaction of payments to shareholders in connection with those redemptions on August 18, 2023, the balance in our trust account was approximately $5.6 million as of September 30, 2023.

Nasdaq Deficiency Notices

Cure of Public Holders Deficiency Notice

On September 27, 2023, we received a notice from the Nasdaq Listing Qualifications Department indicating that we had regained compliance with Nasdaq Listing Rule 5550(a)(3) (which we refer to as the Nasdaq Public Holders Rule), which requires us to have at least 300 public holders for continued listing on the Nasdaq Capital Market. As previously reported, on March 28, 2023, we had received a notice from the Nasdaq Listing Qualifications Department indicating that we were not in compliance with the Nasdaq Public Holders Rule. The notice was only a notification of deficiency, not of imminent delisting, and had no then-current effect on the listing or trading of our securities on the Nasdaq Capital Market. The notice of deficiency had given us 45 calendar days to regain compliance or to submit a plan to regain compliance with the rule. On May 11, 2023, we had submitted a plan to regain compliance with the rule. Nasdaq had accepted our plan, and had 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 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 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 Nasdaq notice stated that we had 180 calendar days, or until December 12, 2023, in which to regain compliance with the MVLS Rule. The notice stated 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.

As a result of the approvals received at the Second Extension Meeting, on August 18, 2023, the sponsor converted 2,874,999 of its founders shares into Class A ordinary shares. We believe that the value of those shares, upon conversion, was to be added by Nasdaq to our MVLS, thereby paving the way for us to potentially regain compliance with the MVLS Rule. However, we have not yet received any indication from Nasdaq that we have regained compliance with that listing rule. We will continue to monitor our MVLS in an effort to ensure that we regain compliance with the MVLS Rule.

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 DateFollowing the foregoing termination, we continue 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 Meetingconsider alternatives 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 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 any revenue-generating operations to date. Our only activities since inception have been organizational activities, preparations for our initial public offering and, subsequent to our initial public offering, searching for, and due diligence related to, potential target companies, andincluding negotiations and preparations related to the potentialnow-terminated Holisto Business Combination, which will not be completed following termination of the related Holisto Business Combination Agreement.Combination. We have not and will not generate any operating revenues until after completion of our initial business combination. We generate non-operating income in the form of interest income on investments held in our trust account after our initial public offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the JuneSeptember 30, 2023 date of our financial statements contained in this Quarterly Report. After our initial 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 our activities related to an initial business combination (and(including, for a period of time, the Holisto Business Combination, in particular, before it was terminated).

Liquidity and Capital Resources

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

Pre-IPO Financing Source

In early 2021, prior to the completion of our IPO, our liquidity needs were satisfied from the availability of up to $300,000 in loans from our sponsor under an unsecured promissory 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.

IPO and Post-IPO Funding— Trust Account

At the time of our IPO in February and March 2021, we raised $116,200,000 of net proceeds from (i) the sale of units to the public in the offering, after deducting offering expenses of approximately $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,transaction), and (ii) the sale of private units for a purchase price of $3,800,000 in the aggregate. Of that $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 combination transaction) was deposited into a 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 $1.2 million was not placed in the trust account. As of JuneSeptember 30, 2023, we had approximately $27.4$5.6 million of investments heldremaining in that trust account (which includes Contributionscontributions made by the sponsor in connection with the First Extension and Second Extension prior to that date), all of which was invested in Goldman Sachs money market funds. In accordance with its commitment as of the time of the First Extension Meeting, our sponsor deposited $80,000 per month, for each of the six months of the First Extension period, or $480,000 in total, into the trust account as a loan. Similarly, in keeping with its commitment as of the time of the Second Extension Meeting, following the approval of the proposals considered at that meeting, the sponsor has made Contributionsbeen depositing $12,875.48 per month (for up to 12 months of $80,000 tothe Second Extension period, or a maximum total amount of $154,505.76), into the 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 Consummateas a Business Combination and Sponsor Contribution”, ourloan. Our obligation to repay those Contributions iscontributions are evidenced by a non-interest bearing, unsecured promissory notenotes in a principal amountamounts of up to $480,000 representingand $154,505.76, respectively, which represent the amountmaximum total amounts of all such Contributions,sponsor contributions, in the aggregate. In the case of the second such promissory note, which covers the Second Extension period, the sponsor’s contributions will cease (and our repayment obligations under the promissory note will cease to accrue) upon our completion of an initial business combination or upon our board of directors’ determination to liquidate our company, if prior to the end of that 12-month period.

We intend to use substantially all of the investments 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, and excluding potential fees to 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 we are acquired as part of our 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 toPost-IPO Working Capital— Funds Outside of Trust Account

In the initial period following our initial public offering, our working capital needs were initially satisfied primarily by the $1.2 million available to us initially outside of our trust account. Subsequently,account upon the completion of the offering.

Once those funds were exhausted, in August 2021,order to satisfy our working capital needs for subsequent periods, we have borrowed funds from our sponsor agreed to make available to us up to $1,000,000,under interest-free loans, for which isour repayment obligations are evidenced by a promissory notenotes that we have issued to our sponsor, and whichsponsor. Following the Second Extension, the due date for the amounts owed by us under each such promissory note (as amended) is repayable upon the earlier of (i) August 19, 20232024 (or, if the liquidation deadline for our company to complete an initial business combination under our amended and restated memorandum and articles of association is extended further, upon such later deadline) or our(ii) the consummation of our initial business combination. OfThe initial $1.5 million of aggregate principal amounts that we owe under those promissory notes (i.e., under the amounts availablenotes described in paragraphs (i) through (iii) below) may be converted by the sponsor, at its sole discretion, into warrants to purchase Class A ordinary shares at a price of $1.00 per warrant, upon the completion of our initial business combination.

The promissory notes 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,which we have borrowed an additional $190,000 under two promissory notes that we issued tofunds from 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 tosince 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. AsIPO consist 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.following:

The sponsor is not required to fund any of the remaining amount available under the final of the above-listed promissory notes.

The amounts owed to the sponsor under the above-listed promissory notes do not include amounts that we owe to the sponsor under the separate, non-interest bearing, unsecured promissory notes in principal amounts of $480,000 and $154,505.76, respectively, which represent the maximum total amounts of sponsor contributions, in the aggregate, to the trust account for the First Extension and Second Extension periods. Those separate notes are described under “IPO and Post-IPO Funding— Trust Account” above.

Current Liquidity Status— as of September 30, 2023

As of JuneSeptember 30, 2023, we had approximately $35$58 thousand of cash deposited in our bank account held outside of the trust account. We intend to use those funds and 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 our initial business combination. Those activities include, in primary part, structuring, negotiating and completing such a business combination, 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 the 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 accounting fees related to regulatory reporting requirements, including Nasdaq and other regulatory fees, and funds for working capital to cover miscellaneous expenses and reserves.

In order to fund working capital deficiencies or finance transaction costs in connection with any initial business combination, our sponsor or an affiliate of our sponsor may, but are not obligated to, loan us additional funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our 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$1.5 million of such loans (all of which has been funded to us by our sponsor under variousthe first three outstanding promissory notes)notes listed under “Post-IPO Working Capital— Funds Outside of Trust Account” above) 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 (that are part of the 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 additional funds in order to satisfy our liquidity needs in our pursuit of an initial business combination. While we have available up to $790,000$514,750 (approximately) of additional funds under the $1,000,000$1.0 million promissory note that we issued to our sponsor in June 2023, the sponsor is not obligated to fund any of that $790,000$514,750 amount. Our actual working capital needs will depend on when our business combination is consummated.

We cannot assure you that we will be able to successfully consummate any initial business combination.

It is likely that we will be obligated to redeem a significant number of additional public shares in connection with the Second Extension Meeting or upon completion of our initial business combination, which will reduce the funds from the trust account that become available to the surviving company of the business combination. In that case, any company with which we combine 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 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, 20232024 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, thereThere 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”.

Review of Cash Flows for Nine Months Ended September 30, 2023

Cash provided by operating activities

For the sixnine months ended JuneSeptember 30, 2023, net cash provided by operating activities was approximately $518$493 thousand. That cash provided by operating activities reflected our net profit of approximately $476$550 thousand for the period, as adjusted to reflect the following matters: