Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2024 | |
Document Information Line Items | |
Entity Registrant Name | GAUZY LTD. |
Document Type | 6-K |
Current Fiscal Year End Date | --12-31 |
Amendment Flag | false |
Entity Central Index Key | 0001781446 |
Document Period End Date | Jun. 30, 2024 |
Document Fiscal Year Focus | 2024 |
Document Fiscal Period Focus | Q2 |
Entity File Number | 001-42124 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 63,700 | $ 4,575 |
Restricted cash | 85 | 130 |
Trade receivables, net of allowance for credit losses of $1,293 and $904 as of June 30, 2024 and December 31, 2023, respectively | 20,730 | 19,671 |
Institutions | 8,239 | 6,926 |
Inventories | 14,899 | 13,174 |
Other current assets | 4,638 | 2,045 |
TOTAL CURRENT ASSETS | 112,291 | 46,521 |
NON-CURRENT ASSETS: | ||
Restricted long term bank deposit | 134 | 127 |
Restricted investment in marketable securities | 3,456 | 1,932 |
Operating lease right of use assets | 11,105 | 12,377 |
Property and equipment, net | 22,811 | 20,530 |
Other non-current assets | 952 | 1,000 |
Intangible assets: | ||
Customer relationships | 12,937 | 13,917 |
Technology | 4,604 | 5,698 |
Goodwill | 20,838 | 21,550 |
Other intangible asset | 3,972 | 4,292 |
TOTAL NON-CURRENT ASSETS | 80,809 | 81,423 |
TOTAL ASSETS | 193,100 | 127,944 |
CURRENT LIABILITIES: | ||
Short-term borrowing and current maturities of bank loans | 4,116 | 4,146 |
Short-term loan relating to factoring arrangements | 8,878 | 10,032 |
Trade payables | 17,572 | 13,989 |
Employee related obligations | 10,158 | 8,745 |
Accrued expenses | 6,896 | 6,767 |
Deferred revenues | 640 | 742 |
Current maturities of operating lease liabilities | 2,157 | 2,494 |
Current maturities of finance lease liabilities | 102 | 240 |
Acquisition earn-out liability | 749 | 2,997 |
Current maturities of long-term debt measured under the fair value option (including $38,675 and $0 due to related parties as of June 30, 2024 and December 31, 2023, respectively) | 38,675 | 14,286 |
Warrants and phantom warrants to purchase ordinary shares | 1,531 | |
Other current liabilities | 2,642 | 448 |
TOTAL CURRENT LIABILITIES | 94,116 | 64,886 |
LONG-TERM LIABILITIES: | ||
Long-term debt measured under the fair value option (including $0 and $21,976 due to related parties as of June 30, 2024 and December 31, 2023, respectively) | 16,763 | 30,841 |
Convertible loans (CLAs) measured under the fair value option (including $0 and $9,780 due to related parties, as of June 30, 2024 and December 31, 2023, respectively) | 55,940 | |
Long-term bank loan | 7,210 | 7,850 |
Warrants and phantom warrants to purchase preferred shares | 21,566 | |
Operating lease liabilities | 8,195 | 9,112 |
Finance lease liabilities | 29 | 96 |
Long-term employee related obligations | 1,680 | 1,868 |
Employee rights upon retirement | 1,025 | 1,208 |
Other long-term liabilities | 718 | 931 |
TOTAL LONG-TERM LIABILITIES | 35,620 | 129,412 |
COMMITMENTS AND CONTINGENT LIABILITIES | ||
TOTAL LIABILITIES | 129,736 | 194,298 |
REDEEMABLE CONVERTIBLE PREFERRED SHARES: | ||
Convertible preferred shares value | 70,537 | |
SHAREHOLDERS’ EQUITY (CAPITAL DEFICIENCY): | ||
Ordinary shares (No par value per shares, 34,930,909 and NIS 0.23 par value per shares 14,269,282 shares authorized as of June 30, 2024 and December 31, 2023 respectively; 18,681,047 and 5,276,184 shares issued and outstanding as of June 30, 2024 and December 31, 2023) | 865 | 320 |
Additional paid-in capital | 273,035 | 35,134 |
Other comprehensive loss | (2,372) | (515) |
Accumulated deficit | (208,164) | (171,830) |
TOTAL SHAREHOLDERS’ EQUITY (CAPITAL DEFICIENCY) | 63,364 | (136,891) |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (CAPITAL DEFICIENCY) | 193,100 | 127,944 |
Convertible Preferred Shares A | ||
REDEEMABLE CONVERTIBLE PREFERRED SHARES: | ||
Convertible preferred shares value | ||
Convertible Preferred Shares B | ||
REDEEMABLE CONVERTIBLE PREFERRED SHARES: | ||
Convertible preferred shares value | ||
Convertible Preferred Shares C | ||
REDEEMABLE CONVERTIBLE PREFERRED SHARES: | ||
Convertible preferred shares value | ||
Convertible Preferred Shares D | ||
REDEEMABLE CONVERTIBLE PREFERRED SHARES: | ||
Convertible preferred shares value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) $ in Thousands | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2024 ₪ / shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2023 ₪ / shares |
Trade receivables, net of allowance for credit losses (in Dollars) | $ | $ 1,293 | $ 904 | ||
Ordinary share, par value per shares (in New Shekels per share) | (per share) | $ 0 | ₪ 0.23 | ||
Ordinary shares, shares authorized | 34,930,909 | 14,269,282 | ||
Ordinary shares, shares issued | 18,681,047 | 5,276,184 | ||
Ordinary shares, shares outstanding | 18,681,047 | 5,276,184 | ||
Related Parties | ||||
Current maturities of long-term debt measured under the fair value option due to related parties (in Dollars) | $ | $ 38,675 | $ 0 | ||
Long-term debt measured under the fair value option due to related parties (in Dollars) | $ | 0 | 21,976 | ||
Convertible loans (CLAs) measured under the fair value option due to related parties (in Dollars) | $ | $ 0 | $ 9,780 | ||
Convertible Preferred Shares A | ||||
Convertible Preferred Shares, par value per share (in New Shekels per share) | ₪ / shares | 0.23 | 0.23 | ||
Convertible Preferred Shares, shares authorized | 0 | 3,671,937 | ||
Convertible Preferred Shares, issued | 0 | 2,192,611 | ||
Convertible Preferred Shares, outstanding | 0 | 2,192,611 | ||
Convertible Preferred Shares B | ||||
Convertible Preferred Shares, par value per share (in New Shekels per share) | ₪ / shares | 0.23 | 0.23 | ||
Convertible Preferred Shares, shares authorized | 0 | 439,091 | ||
Convertible Preferred Shares, issued | 0 | 333,366 | ||
Convertible Preferred Shares, outstanding | 0 | 333,366 | ||
Convertible Preferred Shares C | ||||
Convertible Preferred Shares, par value per share (in New Shekels per share) | ₪ / shares | 0.23 | 0.23 | ||
Convertible Preferred Shares, shares authorized | 0 | 2,195,457 | ||
Convertible Preferred Shares, issued | 0 | 590,059 | ||
Convertible Preferred Shares, outstanding | 0 | 590,059 | ||
Aggregate liquidation (in Dollars) | $ | $ 0 | $ 9,039 | ||
Convertible Preferred Shares D | ||||
Convertible Preferred Shares, par value per share (in New Shekels per share) | ₪ / shares | ₪ 0.23 | ₪ 0.23 | ||
Convertible Preferred Shares, shares authorized | 0 | 2,195,457 | ||
Convertible Preferred Shares, issued | 0 | 1,587,881 | ||
Convertible Preferred Shares, outstanding | 0 | 1,587,881 | ||
Aggregate liquidation (in Dollars) | $ | $ 0 | $ 64,152 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
REVENUES | $ 24,409 | $ 19,934 | $ 49,138 | $ 37,367 |
Cost of revenues (exclusive of depreciation and amortization) | 17,323 | 15,387 | 35,330 | 27,675 |
Depreciation and amortization | 494 | 527 | 1,001 | 1,008 |
TOTAL COST OF REVENUES | 17,817 | 15,914 | 36,331 | 28,683 |
GROSS PROFIT | 6,592 | 4,020 | 12,807 | 8,684 |
Research and development expenses (exclusive of depreciation and amortization reflected below) | 4,131 | 3,836 | 8,512 | 7,281 |
General and administrative expenses (exclusive of depreciation and amortization reflected below) | 5,271 | 3,724 | 11,400 | 6,336 |
Sales and marketing expenses (exclusive of depreciation and amortization reflected below) | 4,153 | 3,831 | 8,443 | 6,742 |
Depreciation and amortization | 1,021 | 860 | 2,042 | 1,756 |
Other expenses (change in fair value of contingent consideration) | (63) | 595 | (38) | 953 |
TOTAL OPERATING EXPENSES | 14,513 | 12,846 | 30,359 | 23,068 |
OPERATING LOSS | (7,921) | (8,826) | (17,552) | (14,384) |
OTHER INCOME | 130 | 4 | 130 | 4 |
INTEREST EXPENSES | (3,212) | (1,994) | (7,659) | (4,936) |
OTHER FINANCIAL INCOME (EXPENSES) | (12,062) | (7,945) | (11,169) | (17,950) |
FINANCIAL EXPENSES, net (including amount reclassified from OCI reserve) | (15,274) | (9,939) | (18,828) | (22,886) |
LOSS BEFORE INCOME TAX | (23,065) | (18,761) | (36,250) | (37,266) |
INCOME TAX | (22) | (41) | (84) | (55) |
LOSS FOR THE PERIOD | (23,087) | (18,802) | (36,334) | (37,321) |
OTHER COMPREHENSIVE LOSS, net of tax | ||||
NET ACTUARIAL GAIN (LOSS) | (27) | 556 | 208 | 192 |
FOREIGN CURRENCY TRANSLATION GAIN (LOSS) | (401) | (988) | 807 | |
RECLASSIFICATION OF FAIR VALUE GAIN ON CHANGES OF OWN CREDIT RISK | 4,873 | 4,317 | ||
FAIR VALUE GAIN (LOSS) ON CHANGES OF OWN CREDIT RISK | (329) | (17) | (5,394) | 88 |
TOTAL OTHER COMPREHENSIVE INCOME (LOSS) | 4,116 | 539 | (1,857) | 1,087 |
NET COMPREHENSIVE LOSS | $ (18,971) | $ (18,263) | $ (38,191) | $ (36,234) |
LOSS PER SHARE BASIC AND DILUTED (in Dollars per share) | $ (2.6) | $ (4.61) | $ (5.14) | $ (10.87) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING USED IN COMPUTATION OF BASIC LOSS PER SHARE (in Shares) | 8,869,691 | 4,081,757 | 7,072,950 | 3,434,028 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
LOSS PER SHARE, DILUTED | $ (2.60) | $ (4.61) | $ (5.14) | $ (10.87) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING USED IN COMPUTATION OF DILUTED LOSS PER SHARE | 8,869,691 | 4,081,757 | 7,072,950 | 3,434,028 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes Shareholders’ Equity (Capital Deficiency) (Unaudited) - USD ($) $ in Thousands | Redeemable Convertible Preferred Shares Convertible Preferred Shares A | Redeemable Convertible Preferred Shares Convertible Preferred Shares B | Redeemable Convertible Preferred Shares Convertible Preferred Shares C | Redeemable Convertible Preferred Shares Convertible Preferred Shares D | Ordinary shares | Additional paid-in capital | Accumulated other comprehensive Income (loss) | Accumulated deficit | Total | |
Balance at Dec. 31, 2022 | $ 25,123 | $ 2,292 | $ 23,253 | $ 44,451 | $ 164 | $ 6,952 | $ (1,742) | $ (92,563) | $ (87,189) | |
Balance (in Shares) at Dec. 31, 2022 | 3,653,293 | 333,366 | 1,522,531 | 1,618,903 | 2,786,412 | |||||
Exercise of options and warrants into Ordinary Shares | $ 1 | 1 | ||||||||
Exercise of options and warrants into Ordinary Shares (in Shares) | 8,549 | |||||||||
Conversion of preferred shares to Ordinary Shares prior IPO | $ (9,437) | $ (14,286) | $ (2,046) | $ 154 | 25,615 | 25,769 | ||||
Conversion of preferred shares to Ordinary Shares prior IPO (in Shares) | (1,460,682) | (932,472) | (73,363) | 2,466,517 | ||||||
Issuance of preferred shares, net of issuance expenses | $ 1,187 | |||||||||
Issuance of preferred shares, net of issuance expenses (in Shares) | 42,341 | |||||||||
Share-based compensation | 824 | 824 | ||||||||
Other comprehensive income (loss) | 1,087 | 1,087 | ||||||||
Net loss | (37,321) | (37,321) | ||||||||
Balance at Jun. 30, 2023 | $ 15,686 | $ 2,292 | $ 8,967 | $ 43,592 | $ 319 | 33,391 | (655) | (129,884) | (96,829) | |
Balance (in Shares) at Jun. 30, 2023 | 2,192,611 | 333,366 | 590,059 | 1,587,881 | 5,261,478 | |||||
Balance at Mar. 31, 2023 | $ 25,123 | $ 2,292 | $ 23,253 | $ 45,638 | $ 165 | 7,374 | (1,194) | (111,082) | (104,737) | |
Balance (in Shares) at Mar. 31, 2023 | 3,653,293 | 333,366 | 1,522,531 | 1,661,244 | 2,793,645 | |||||
Exercise of options and warrants into Ordinary Shares | [1] | |||||||||
Exercise of options and warrants into Ordinary Shares (in Shares) | 1,317 | |||||||||
Conversion of preferred shares to Ordinary Shares prior IPO | $ (9,437) | $ (14,286) | $ (2,046) | $ 154 | 25,615 | 25,769 | ||||
Conversion of preferred shares to Ordinary Shares prior IPO (in Shares) | (1,460,682) | (932,472) | (73,363) | 2,466,517 | ||||||
Share-based compensation | 402 | 402 | ||||||||
Other comprehensive income (loss) | 539 | 539 | ||||||||
Net loss | (18,802) | (18,802) | ||||||||
Balance at Jun. 30, 2023 | $ 15,686 | $ 2,292 | $ 8,967 | $ 43,592 | $ 319 | 33,391 | (655) | (129,884) | (96,829) | |
Balance (in Shares) at Jun. 30, 2023 | 2,192,611 | 333,366 | 590,059 | 1,587,881 | 5,261,478 | |||||
Balance at Dec. 31, 2023 | $ 15,686 | $ 2,292 | $ 8,967 | $ 43,592 | $ 320 | 35,134 | (515) | (171,830) | (136,891) | |
Balance (in Shares) at Dec. 31, 2023 | 2,192,611 | 333,366 | 590,059 | 1,587,881 | 5,276,184 | |||||
Exercise of options and warrants into Ordinary Shares | $ 12 | 443 | 455 | |||||||
Exercise of options and warrants into Ordinary Shares (in Shares) | 196,851 | |||||||||
Conversion of preferred shares to Ordinary Shares prior IPO | $ (296) | $ 1 | 295 | 296 | ||||||
Conversion of preferred shares to Ordinary Shares prior IPO (in Shares) | (10,599) | 10,599 | ||||||||
Issuance of Ordinary Shares following initial public offering, net of offering costs | 66,335 | $ 66,335 | ||||||||
Issuance of Ordinary Shares following initial public offering, net of offering costs (in Shares) | 4,411,765 | 24,630 | ||||||||
Classification of warrants to equity | 28,225 | $ 28,225 | ||||||||
Conversion of CLAs to Ordinary Shares | $ 246 | 69,324 | 69,570 | |||||||
Conversion of CLAs to Ordinary Shares (in Shares) | 4,092,330 | |||||||||
Conversion of preferred shares to Ordinary Shares following the IPO | $ (15,686) | $ (2,292) | $ (8,967) | $ (43,296) | $ 286 | 69,955 | 70,241 | |||
Conversion of preferred shares to Ordinary Shares following the IPO (in Shares) | (2,192,611) | (333,366) | (590,059) | (1,577,282) | 4,693,318 | |||||
Share-based compensation | 3,324 | 3,324 | ||||||||
Other comprehensive income (loss) | (1,857) | (1,857) | ||||||||
Net loss | (36,334) | (36,334) | ||||||||
Balance at Jun. 30, 2024 | $ 865 | 273,035 | (2,372) | (208,164) | 63,364 | |||||
Balance (in Shares) at Jun. 30, 2024 | 18,681,047 | |||||||||
Balance at Mar. 31, 2024 | $ 15,686 | $ 2,292 | $ 8,967 | $ 43,592 | $ 320 | 37,294 | (6,488) | (185,077) | (153,951) | |
Balance (in Shares) at Mar. 31, 2024 | 2,192,611 | 333,366 | 590,059 | 1,587,881 | 5,277,268 | |||||
Exercise of options and warrants into Ordinary Shares | $ 12 | 443 | 455 | |||||||
Exercise of options and warrants into Ordinary Shares (in Shares) | 195,767 | |||||||||
Conversion of preferred shares to Ordinary Shares prior IPO | $ (296) | $ 1 | 295 | 296 | ||||||
Conversion of preferred shares to Ordinary Shares prior IPO (in Shares) | (10,599) | 10,599 | ||||||||
Issuance of Ordinary Shares following initial public offering, net of offering costs | 66,335 | 66,335 | ||||||||
Issuance of Ordinary Shares following initial public offering, net of offering costs (in Shares) | 4,411,765 | |||||||||
Classification of warrants to equity | 28,225 | 28,225 | ||||||||
Conversion of CLAs to Ordinary Shares | $ 246 | 69,324 | 69,570 | |||||||
Conversion of CLAs to Ordinary Shares (in Shares) | 4,092,330 | |||||||||
Conversion of preferred shares to Ordinary Shares following the IPO | $ (15,686) | $ (2,292) | $ (8,967) | $ (43,296) | $ 286 | 69,955 | 70,241 | |||
Conversion of preferred shares to Ordinary Shares following the IPO (in Shares) | (2,192,611) | (333,366) | (590,059) | (1,577,282) | 4,693,318 | |||||
Share-based compensation | 1,164 | 1,164 | ||||||||
Other comprehensive income (loss) | 4,116 | 4,116 | ||||||||
Net loss | (23,087) | (23,087) | ||||||||
Balance at Jun. 30, 2024 | $ 865 | $ 273,035 | $ (2,372) | $ (208,164) | $ 63,364 | |||||
Balance (in Shares) at Jun. 30, 2024 | 18,681,047 | |||||||||
[1]Less than $1 thousands |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (36,334) | $ (37,321) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 3,043 | 2,764 |
Gain from sale and sale of property and equipment, net | (16) | |
Unrealized losses (gains) on restricted marketable securities | (1,525) | 570 |
Share-based compensation | 3,324 | 824 |
Earn-out liability Revaluation | (38) | 953 |
Non-cash financial expenses | 18,075 | 20,126 |
Changes in operating assets and liabilities: | ||
Trade receivables | (1,248) | (406) |
Other current assets | (103) | (765) |
Institutions | (1,408) | (440) |
Inventories | (1,872) | (1,054) |
Operating lease assets | 1,115 | 981 |
Other non-current assets | 41 | (37) |
Trade payables | 3,756 | 1,140 |
Accrued expenses | 11 | 1,330 |
Payment of Earn-out | (2,210) | |
Other current liabilities | (317) | (109) |
Other long-term liabilities | (207) | 131 |
Employee related obligations | 1,326 | 2,627 |
Employee rights upon retirement | 63 | |
Deferred revenues | (101) | (1,033) |
Operating lease liabilities | (1,038) | (1,012) |
Net cash used in operating activities | (15,663) | (10,731) |
CASH FLOWS FROM INVESTMENT ACTIVITIES: | ||
Purchases of property and equipment | (4,342) | (2,797) |
Proceeds from sale of property and equipment | 124 | |
Advance on purchase of IP | (2,500) | |
Net cash used in investing activities | (4,218) | (5,297) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from initial public offering | 75,000 | |
Underwriters’ IPO costs | (6,750) | |
IPO other costs | (1,730) | |
Proceeds from loans and issuance of warrants | 114 | |
Payments in respect of bank borrowings | (1,168) | (598) |
Proceeds from exercise of options into ordinary shares | 12 | 1 |
Financial lease payments | (130) | (155) |
Payments to short-term loan relating to factoring arrangements, net | (1,059) | (861) |
Proceeds from (payment to) of redeemable convertible preferred shares | 1,316 | |
Settlement of Phantom warrants | (1,500) | |
Proceeds from issuance of convertible loans | 11,750 | 13,646 |
Proceeds from long-term debt measured under the fair value option, net | 29,149 | |
Repayment of long-term debt measured under the fair value option | (24,600) | |
Net cash provided by financing activities | 78,974 | 13,463 |
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 59,093 | (2,565) |
TRANSLATION ADJUSTMENT ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | (13) | 42 |
BALANCE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF YEAR | 4,705 | 4,696 |
BALANCE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR | 63,785 | 2,173 |
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH REPORTED IN THE CONSOLIDATED BALANCE SHEETS: | ||
Cash and cash equivalents | 63,700 | 2,048 |
Restricted cash | 85 | 125 |
TOTAL CASH, CASH EQUIVALENTS AND RESTRICTED CASH SHOWN IN STATEMENT OF CASH FLOWS | 63,785 | 2,173 |
SUPPLEMENTARY INFORMATION ON INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS: | ||
Purchases of property and equipment | 81 | |
Right-of-use assets obtained in exchange for lease obligations: Operating leases | 101 | 131 |
Conversion of preferred share to Ordinary shares | 70,537 | 25,769 |
Conversion of CLAs to Ordinary shares | 69,570 | |
Exercise of warrants | 443 | |
Reclass of warrants to Additional paid in capital | 28,225 | |
IPO costs | 185 | |
Sale of property and equipment | 67 | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Interest paid | 1,679 | 2,239 |
Income taxes paid | $ 16 | $ 381 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jun. 30, 2024 | |
Nature of Operations [Abstract] | |
NATURE OF OPERATIONS | NOTE 1 - NATURE OF OPERATIONS: a. Gauzy Ltd. (the “Company”) was incorporated in Israel in 2009. The Company is engaged in the development, manufacturing and supply of technologies for operating and control of complex materials. On June 6, 2024, the Company’s ordinary shares began trading on the NASDAQ Global Market under the symbol “GAUZ”, see Note 1(b). The Company has wholly owned subsidiaries in the United States of America (the “U.S. Subsidiary”), in Germany (the “German Subsidiary”) and in China (the “Chinese Subsidiary”). The Company established a branch in South Korea. As of June 30, 2024 there has been no activity in the branch. On January 26, 2022, the Company obtained control of Vision Lite SAS, a French société par actions simplifiée which is referred to hereinafter as, “Vision”. The Company and Vision together defined as - “the Group”. Vision is engaged in the aeronautics, automotive, railway and marine industries. See Note 3 in the 2023 annual financial statements. b. Initial Public Offering and Private Placement: On June 7, 2024, the Company closed its initial public offering (IPO), in which it issued and sold 4,411,765 shares of ordinary shares at an IPO price $17.00 per share, resulting in net proceeds of $68.25 million after deducting $6.75 million of underwriting discounts and commissions. The underwriters were granted an option, exercisable for a period of 30 days from the pricing date of the IPO, to purchase up to 661,765 additional ordinary shares. This option expired unexercised in July 2024. In connection with the IPO: - all of the shares of convertible preferred shares outstanding automatically converted into an aggregate of 4,693,318 shares of ordinary shares; - 57,678 warrants were converted into an aggregate of 24,630 ordinary shares by cashless exercise; 4,127,467 warrants that became convertible to ordinary shares (instead of preferred shares) were reclassified from liabilities to equity, (see Note 2(a)); As of June 30, 2024, 9,971 outstanding warrants that became convertible to ordinary shares following the IPO remain as liability following their terms (see Note 3(a)); - outstanding convertible loans and accrued interest totaling to $69.57 million converted into 4,092,330 ordinary shares based on the IPO price of $17.00 per share; and - under the 2024 Note Purchase Agreement, the 2024 Note Purchasers exercised their commitment to purchase 882,353 ordinary shares and 137,040 warrants to ordinary shares in an amount of $15.0 million at $17.00 per share in a concurrent private placement. Offering costs consist primarily of accounting, legal, and other fees related to the IPO. Prior to the IPO, no deferred offering costs were capitalized in the condensed consolidated balance sheets. A total of $1.9 million of offering costs along with underwriters’ fees totaling to $6.75 million, were recognized in shareholders’ equity as a reduction of the IPO proceeds in the condensed consolidated balance sheets. c. As of June 30, 2024, the Company had an accumulated deficit of $208,164. During the six months ended June 30, 2024, the Company incurred operating losses of $17,552 and had negative cash flows from operating activities of $15,663. The Company has financed its operations mainly through the consummation of the IPO in June 2024, see Note 1(b) above, conversion CLAs and redeemable convertible preferred shares to equity following the IPO, issuance of shares through private financing rounds, debt financing, warrants and Note Purchase Agreement (NPA), refer to Notes 9, 14, 15 and 22 in the 2023 annual financial statements. In January 2024, the Group entered into an additional note purchase agreement, the 2024 NPA, see Note 3(a). In accordance with Group’s management assessment its existing cash and cash equivalents, the credit facility (NPA) and the 2024 NPA as of the issuance date of these financial statements, along with the Group’s estimated revenues provide sufficient resources to fund its planned operations through at least the next 12 months. As to the longer term, unless the Group reaches sufficient positive cash flows from its operations and available funds at a credit facility (NPA), it may be required to obtain further funding through public or private offerings, debt financings or other sources. Adequate additional funding may not be available to the Group on acceptable terms, or at all. If the Group is unable to raise capital when needed or on attractive terms, it may need to reduce, delay, or adjust its operating expenses. d. In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Following the attack, Israel’s security cabinet declared war against Hamas and commenced a military campaign against Hamas and other terrorist organizations. The Company’s headquarters and one of its production sites is located in Tel Aviv, Israel. As of the issuance date of these consolidated financial, the conflict between Israel and Hamas has not had a material impact on the Company’s revenue, results of operations or financial position if at all. The Company cannot currently predict the intensity or duration of Israel’s war against Hamas, however, as most of the company’s productions sites are not located in Israel and that its revenues mostly generated worldwide, the Company does not believe the recent terrorist attack and the subsequent declaration of war by the Israeli government against the Hamas terrorist organization will have any material impact on its ongoing operations in Israel. The Company continues to monitor its ongoing activities and will make any needed adjustments to ensure continuity of its business, while supporting the safety and well-being of its employees. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES: a. Basis of presentation The Company’s financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the 2023 annual consolidated financial statements, other than as stated below. In the opinion of management, the financial statements reflect all normal and recurring adjustments necessary to fairly state the financial position and results of operations of the Company. The financial information contained in this report should be read in conjunction with the annual financial statements included in the Company’s Annual Report for the fiscal year ended December 31, 2023, that the Company filed with the U.S. Securities and Exchange Committee (the “SEC”) on June 5, 2024 on Form F-1 as found in the Company’s prospectus. The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, 2023. Warrants over ordinary shares When the Company issues freestanding convertible instruments, the Company first analyzes the provisions of ASC 480 in order to determine whether the instrument should be classified as a liability, with subsequent changes in fair value recognized in the statements of operations in each period. Warrants over ordinary shares are not within the scope of ASC 480, and as such the Company further analyzes the provisions of ASC 815-40 in order to determine whether the contract should be classified within equity or classified as a liability, with subsequent changes in fair value recognized in the statements of operations in each period. Under ASC 815-40, contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. Further, in order to conclude equity classification, the Company assesses whether the contracts are indexed to its own stock and whether the contracts meet all the conditions necessary for equity classification. The Company reassesses the classification of a contract over its own equity under the guidance above at each balance sheet date. If classification changes as a result of events during the reporting period, the Company reclassifies the contract as of the date of the event that caused the reclassification. When a contract over own equity is reclassified from a liability to equity, gains or losses recorded to account for the contract at fair value during the period that the contract was classified as a liability are not reversed, and the contract is marked to fair value immediately before the reclassification. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. The Company incurred offering costs amounting to approximately $6.75 million, related to underwriting discounts and commissions, and other offering costs of $1.9 million as a result of the IPO. b. Use of estimates In preparing the Company’s consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity and disclosure of contingent liabilities and assets at the dates of the financial statements and the reported amounts of revenues and expenses during the reported years. Actual results could differ from those estimates. The Company’s results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of results that could be expected for the entire fiscal year. c. Revenue recognition As of June 30, 2024, the Company does not have any contracts for the provision of goods that result in the material contract assets and contract liabilities. As permitted by ASC 606, the Company does not disclose information on unearned revenue as it generally enters into binding contracts for a period of one year or less. d. Concentration of credit risks Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents, restricted cash, bank deposits, marketable securities and accounts receivable. The Company deposits cash and cash equivalents mostly with a single highly rated financial institution. The Company has not experienced any material credit losses in these accounts and does not believe it is exposed to significant credit risk on these instruments. For the periods ended June 30, 2024, and December 31, 2023, the Company’s largest customer represented 8.3% and 6.9% of accounts receivable, net, respectively. e. Goodwill Following the separation of the architecture and automotive segment into the two operating segments (see Note 4), the Company reallocated goodwill to its reorganized reporting units using a relative fair value approach. The Company performed an impairment analysis for these two reporting units upon reallocation. Based on the Company’s assessment as of date of the change in the reporting units, and December 31, 2023, its annual impairment assessment date, it was concluded that the fair value of each of the architecture and automotive reporting units exceeded its carrying amount and therefore no goodwill impairment was required. f. Fair value measurement Fair value is based on the price that would be received from the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data or active market data of similar or identical assets or liabilities. Level 3 Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. g. Loans and Convertible Loans issued Under the Fair Value Option Subsection of ASC Subtopic 825-10, Financial Instruments – Overall (“ASC 825”), the Company has an irrevocable option to designate certain financial assets and financial liabilities at fair value on an instrument-by-instrument basis, with changes in fair value reported in the statement of operations. Changes in fair value do not include accrued interest on debt instruments. Any changes in the fair value of liabilities resulting from changes in instrument-specific credit risk are reported in other comprehensive loss. The Company separately measures changes attributed to instrument-specific credit risk by calculating the difference between the overall change in the fair value of the instrument and the change attributed to fluctuations in the relevant risk-free benchmark rate. The Company elected the fair value option for its NPAs and for its CLAs, as defined in Note 3 and Note 8. h. Share split On May 28, 2024 the board of directors approved a forward share split (the “Share Split”), that was approved by the shareholders and became effective on May 28, 2024. The Share Split results in a four point four -for-one (4.390914:1) share split of the Company’s preferred and ordinary shares. No fractional shares were issued in connection with the Share Split. These financial statements have been adjusted retrospectively for the Share Split. |
Other Significant Transactions
Other Significant Transactions and Agreements During the Three and Six Months Ended June 30, 2024: | 6 Months Ended |
Jun. 30, 2024 | |
Other Significant Transactions and Agreements During the Three and Six Months Ended June 30, 2024 [Abstract] | |
OTHER SIGNIFICANT TRANSACTIONS AND AGREEMENTS DURING THE THREE AND SIX MONTHS ENDED JUNE 30, 2024: | NOTE 3 - OTHER SIGNIFICANT TRANSACTIONS AND AGREEMENTS DURING THE THREE AND SIX MONTHS ENDED JUNE 30, 2024: a. In January 2024, the Group entered into a note purchase agreement, the 2024 NPA, with OIC and affiliated funds (hereinafter “2024 Note Purchases”). Under the 2024 NPA, the 2024 Note Purchasers extended financing to Vision Lite in the principal amount of $23.5 million, which was utilized and drawn down in full by way of issuance and sale of senior secured notes, or the 2024 Notes. In connection with the closing of the 2024 Note Purchase Agreement, the Company repaid the amounts owed under the Facility Agreement, other than with respect to certain amounts under the “phantom warrant” (see Note 3(b)). In addition, under certain conditions, the Company may draw down an additional $2.5 million prior to April 1, 2024 under the 2024 Note Purchase Agreement by way of issuance and sale of additional 2024 Notes. On April 4, 2024 the Group signed an amendment to the 2024 NPA such that additional Notes issued and purchased by the purchasers totaling to $2.5 million. On April 5, 2024, the Group received an additional amount of $1.895 million under the 2024 NPA, net of withdraw fees and reimbursed costs. The principal amount of any Notes issued to Purchaser under the 2024 NPA bear interest at a rate of 14% per annum, payable by the issuer quarterly. In addition, under the 2024 NPA and upon closing of the IPO, the 2024 Note Purchasers exercised their commitment to purchase an additional 882,353 ordinary shares and 137,040 warrants to ordinary shares in an amount of $15.0 million. The 2024 Notes bear annual interest, payable quarterly, and are due on November 8, 2028, provided that 2024 Notes may be subject to partial prepayment following the date the annual financial statements of the Company are due to be delivered in accordance with the 2024 Note Purchase Agreement, in an amount equal to 25% of the excess cash flow calculated in accordance with the terms of the 2024 Note Purchase Agreement. Subject to certain conditions specified therein, the 2024 Notes may be voluntarily prepaid at any time. Amounts owing under the 2024 Note Purchase Agreement, including the principal, interest and fees payable on any issued 2024 Notes, are secured by first-ranking liens on our and certain of our subsidiaries’ assets. In connection with the 2024 Note Purchase Agreement, the Company issued to the 2024 Note Purchasers warrants, (hereinafter “the 2024 Note Purchaser Warrants”), to purchase up to 682,282 ordinary shares of the Company that the aforementioned number of Preferred D-5 Shares would have converted into upon the consummation of the IPO if issued prior to this offering. Upon the completion of the IPO, the number of ordinary shares of the Company issuable under the 2024 Note Purchaser Warrants increased by 137,040. The 2024 Note Purchaser Warrants are exercisable until November 8, 2028 at a price per share equal to $15.61. Prior the IPO, the Company measured the warrants to preferred D-5 shares at fair value. Upon the closing of the IPO, warrants outstanding, other than warrants issued to an Israeli bank, were reclassified to equity (see Note 6). Warrants issued to an Israeli bank may be settled for cash under certain circumstances and are not indexed to the Company’s equity (see Note 2(a)). The Company applied the Fair Value option to the 2024 NPA, see Note 2(g). b. During February 2024, The Company paid $1.5 million of the phantom warrants in relation to the repayment of the Facility Loans (see Note 16(d) in the 2023 annual financial statements). Upon the consummation of the IPO in June 2024, the parties to the Facility Agreement elected to receive the outstanding balance, totaling to $1.5 million, in cash, which is expected to be paid during the third quarter of 2024. c. In March 2024 the Company further amended the Earn-Out Agreement, with one of the Sellers, such that the Company shall use its best efforts to pay the relevant portion of the Second Earn-Out totaling to $1.3 million (€1.15 million) by April 25, 2024, instead of $1.4 million (€1.3 million). In April 2024 the Company further amended the Earn-Out Agreement, with such Seller, such that the Company will pay the remaining portion of the Second Earn-Out totaling to $0.92 million (€0.85 million) within three business days following the consummation of Company’s IPO or by June 15, 2024, whichever occurs first. During the second quarter of 2024 the Company paid a total of $1.24 million (€1.15 million) and settled the Earn-Out liability with this Seller in full. In May 2024, the Company further amended the Earn-Out Agreement with the additional Seller. Following the amendment. the Company paid total of $646 (€600) during the second quarter of 2024. As of June 30, 2024, the outstanding balance of the Earn-Out liability with this Seller is $749 (€700), which was fully paid in July 2024. d. In February 2024, certain members of the Company’s executive management, including mainly the chief executive officer and chief technology officer, collectively sold in a privately negotiated transaction a number of ordinary shares representing less than 10% of their personal collective holdings to a number of the Company’s existing shareholders for an aggregate purchase price of approximately $3.0 million. All of the shares purchased and sold in this transaction are restricted securities and are subject to lock-up agreements with the underwriters of the Company’s offering that restrict the holders’ ability to transfer these shares for a period of 180 days from the date of the Company’s prospectus. The Company determined that the sale contains a compensatory element, and therefore an incremental compensation expense was recognized in the amount of $1,572 as share-based compensation. e. In May 2024, the Company approved the granting of options to its employees and subcontractors to purchase 70,347 ordinary shares at an exercise price of 0.23 NIS per share and 471,692 ordinary shares at an exercise price of $9.44-$10.88 per share. The options vest over a four-year period, 25% of which vest on the first anniversary of the date of the grant, and the remaining amount vest over the following three years in equal parts at the end of each subsequent fiscal quarter, subject to continued employment or service with the Company at the time of vesting. The options expire 10 years from the date of grant. The fair value of the options granted in May 2024 was $6.8 million. f. In May 2024, the Company’s Board of Directors approved, subject to and following an IPO event, to distribute bonus payments to certain employees and consultants (which yet to be paid) up to an amount of $537.5 and distribute bonus payments to certain officers up to $1,075, in each case subject to the price per share in an IPO event. As of June 30, 2024, following the IPO the Company included in its financials a liability in the amount of approximately $0.6 million. |
Operating Segments and Geograph
Operating Segments and Geographical Information | 6 Months Ended |
Jun. 30, 2024 | |
Operating Segments and Geographical Information [Abstract] | |
OPERATING SEGMENTS AND GEOGRAPHICAL INFORMATION | NOTE 4 - OPERATING SEGMENTS AND GEOGRAPHICAL INFORMATION: The Company operates its business and reports its financial results in four operating segments: a. Architecture – this segment focuses on sales for both interior and exterior applications for commercial, retail, residential, healthcare and hospitality customers. b. Automotive – this segment focuses on sales that enable OEMs to incorporate Company’s technology into glass rooftops, side windows and windshields to replace conventional mechanical sun visors and shades. c. Safety tech – this segment focuses on sales of advanced driver assistance systems for buses, coaches, recreational vehicles and specific vehicles, such as camera and motion sensor systems, smart mirrors and safety doors. d. Aeronautics - this segment focuses on the sale of shading and cabin management systems in private and commercial aircraft and helicopters. The Company’s Chief Executive Office (“CEO”) was identified as the chief operating decision maker (“CODM”). The CODM reviews the financial information based on the Group’s financial statements, accompanied by disaggregated information about revenues and gross margin to make decisions about resources to be allocated to the segments and assess their performance. The Company’s segments structure has been updated and the architecture segment and the automotive segment presented separately as of January 2024 and the CODM reviews this segment structure. e. Segment Information: For the period of six months ended June 30, 2024 Aeronautics Architecture Automotive Safety tech Total Revenues from external customers 20,181 5,255 2,218 21,484 49,138 Intersegment revenues 1,761 104 - - 1,865 Gross profit (loss) (segment profit) 8,549 1,676 (533 ) 3,761 13,453 For the period of six months ended June 30, 2023 Aeronautics Architecture Automotive Safety tech Total Revenues from external customers 14,811 6,345 658 15,553 37,367 Intersegment revenues 633 - - - 633 Gross profit (loss) (segment profit) 4,743 2,071 (116 ) 2,630 9,328 For the period of three months ended June 30, 2024 Aeronautics Architecture Automotive Safety tech Total Revenues from external customers 10,045 2,625 912 10,827 24,409 Intersegment revenues 782 104 - - 886 Gross profit (loss) (segment profit) 3,914 916 (148 ) 2,232 6,914 For the period of three months ended June 30, 2023 Aeronautics Architecture Automotive Safety tech Total Revenues from external customers 7,816 3,329 508 8,281 19,934 Intersegment revenues 633 - 633 Gross profit (loss) (segment profit) 2,140 1,038 (72 ) 1,240 4,346 For the three months ended, For the six months ended, 2024 2023 2024 2023 Total revenues for reportable segments $ 25,295 $ 20,567 $ 51,003 $ 38,000 Elimination of intersegment revenues (886 ) (633 ) (1,865 ) (633 ) Total consolidated revenues 24,409 19,934 49,138 37,367 Total reportable segment profit 6,914 4,346 13,453 9,328 Amounts not allocated to segments: Amortization of Technology and lease assets included in cost of revenues 322 326 646 644 Research and development expenses, net 4,131 3,836 8,512 7,281 General and administrative expenses 5,271 3,724 11,400 6,336 Sales and marketing expenses 4,153 3,831 8,443 6,742 Depreciation and amortization 1,021 860 2,042 1,756 Other expenses, net (63 ) 595 (38 ) 953 Consolidated operating loss (7,921 ) (8,826 ) (17,552 ) (14,384 ) Other income 130 4 130 4 Financial expenses, net (15,274 ) (9,939 ) (18,828 ) (22,886 ) Consolidated loss before income taxes $ (23,065 ) $ (18,761 ) $ (36,250 ) $ (37,266 ) f. Geographical information: The following table summarizes revenue by region based on the shipping address of customers: For the three months ended For the six months ended 2024 2023 2024 2023 United States 6,686 $ 5,987 $ 13,954 $ 10,955 Israel 171 259 432 770 France 7,280 4,474 12,375 9,797 Rest of Europe 5,601 5,568 13,526 10,901 Asia 3,779 1,711 6,747 2,876 Rest of world 892 1,935 2,104 2,068 24,409 $ 19,934 $ 49,138 $ 37,367 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2024 | |
Inventories [Abstract] | |
INVENTORIES | NOTE 5 - INVENTORIES: Inventories consisted of the following: June 30, December 31, 2024 2023 Finished products $ 1,362 $ 1,163 Raw and packaging materials 13,348 11,882 Products in process 189 129 $ 14,899 $ 13,174 The Company recorded inventory write-downs in the amount of $112 and $101 for the six months ended on June 30, 2024 and 2023, respectively and in the amount of $238 for the year ended on December 31, 2023. These write-downs are linked to slow-moving inventory. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 6 - FAIR VALUE MEASUREMENTS: a. Financial instruments measured at fair value on a recurring basis The Company’s assets and liabilities that are measured at fair value as of June 30, 2024, and December 31, 2023, are classified in the tables below in one of the three categories described in “Note 2(bb) – Fair value measurement” in the 2023 annual financial statements: June 30, 2024 Level 1 Level 3 Total Financial Assets RFI Shares $ 3,383 $3,383 Financial Liabilities Warrants and phantom warrants 1,531 1,531 NPAs 55,438 55,438 Earn-out liability 749 749 Other $ 200 $200 December 31, 2023 Level 1 Level 3 Total Financial Assets RFI Shares $ 1,857 $1,857 Financial Liabilities Warrants and phantom warrants 21,566 21,566 CLAs 55,940 55,940 NPA 21,976 21,976 Earn-out liability 2,997 2,997 Facility loans 23,151 23,151 Other $ 186 $186 The following is a roll forward of the fair value of liabilities classified under Level 3: Six months ended June 30, 2024 Warrants* CLAs NPAs Facility loans Earn-out liability Other January 1 ,2024 $ 21,566 $ 55,940 $ 21,976 $ 23,151 $ 2,997 $ 186 Issuance 11,196 11,750 18,704 - - - Payment (1,500 ) - - (24,600 ) (2,210 ) - Conversion to equity (445 ) (69,570 ) - - Reclassification to equity (28,225 ) - - - - - Change in fair value (1,061 ) 1,880 14,758 1,449 (38 ) 14 June 30, 2024 $ 1,531 $ - $ 55,438 $ - $ 749 $ 200 Six months ended June 30, 2023 Warrants* CLAs Facility loans Earn-out liability Other January 1 ,2023 $ 8,267 $ 3,809 $ 29,745 $ 3,917 $ 185 Issuance 5,065 13,646 - - - Change in fair value 1,252 13,835 104 953 2 June 30, 2023 $ 14,584 $ 31,290 $ 29,849 $ 4,870 $ 187 Three months ended June 30, 2024 Warrants* CLAs NPAs Facility loans Earn-out liability Other March 31 ,2024 $ 26,829 $ 64,907 $ 45,037 $ - $ 2,694 $ 186 Issuance 1,643 6,200 1,003 - - - Payment - - - - (1,883 ) - Conversion to equity (445 ) (69,570 ) - - - - Reclassification to equity (28,225 ) - - - - - Change in fair value 1,729 (1,537 ) 9,398 - (62 ) 14 June 30, 2024 $ 1,531 $ - $ 55,438 $ - $ 749 $ 200 Three months ended June 30, 2023 Warrants* CLAs Facility loans Earn-out liability Other March 31 ,2023 $ 11,496 $ 18,640 $ 31,180 $ 4,275 $ 185 Issuance 4,936 6,086 - - - Change in fair value (1,848 ) 6,564 (1,331 ) 595 2 June 30, 2023 $ 14,584 $ 31,290 $ 29,849 $ 4,870 $ 187 * Including ‘phantom warrants’, see Note 16(d) in the 2023 annual financial statements. Starting from the closing of the IPO, the Company utilized a Black-Scholes Option Pricing model with Level 3 inputs for the valuation of its liability-classified warrants. Inherent in pricing models are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The underlying stock price input is the closing stock price as of each valuation date and the exercise price is the price as stated in the warrant agreement. The volatility input was determined using the historical volatility of comparable publicly traded companies which operate in a similar industry or compete directly against the Company. Volatility for each comparable publicly traded company is calculated as the annualized standard deviation of daily continuously compounded returns. The Black-Scholes analysis is performed in a risk-neutral framework, which requires a risk-free rate assumption based upon constant-maturity treasury yields, which are interpolated based on the remaining term of the warrants as of each valuation date. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: June 30, Exercise price $14.35 - $31.08 Stock price $12.02 Volatility 44.09% - 44.75% Term (years) 4.17-5.33 Risk-free interest rate 4.44% - 4.48% Dividend yield 0% Significant decrease or increase in the estimated volatility would result in a significant lower or higher fair value measurement, respectively. As of June 30, 2024, the agreed contingent consideration balance is $0.75 million (€0.7 million). The liability was settled during July 2024. As of June 2024, the fair value of the 2024 NPA, measured under the fair value option, was measured by discounting the predicted cashflows of the loan using a spread equal to 0.25% below an ilCaa3 USD yield curve. Financial instruments measured not at fair value on a recurring basis Financial instruments not recorded at fair value on a recurring basis include cash and cash equivalents, restricted cash, bank deposits, trade receivables, trade and other payables and short-term borrowings. Due to their nature, their fair value approximates their carrying value. The fair value of Vision’s bank loans approximates their carrying value. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Shares and Shareholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Redeemable Convertible Preferred Shares and Shareholders Equity [Abstract] | |
REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY | NOTE 7 - REDEEMABLE CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ EQUITY: As of June 30, 2024, the authorized share capital of the Company is 49,200,191 ordinary shares, out of which 34,930,909 ordinary shares of no par value per share were outstanding. Upon closing of the IPO, all issued and outstanding preferred shares were automatically converted into aggregate of 4,693,318 ordinary shares. As such, the Company reclassified the preferred shares carrying amount into permanent equity (see Note 1(b)). Following the IPO, ordinary shares of the Company have no par value per share. |
Convertible Loan Agreements
Convertible Loan Agreements | 6 Months Ended |
Jun. 30, 2024 | |
Convertible Loan Agreements [Abstract] | |
CONVERTIBLE LOAN AGREEMENTS | NOTE 8 - CONVERTIBLE LOAN AGREEMENTS: The Company entered into convertible loan agreements (the “CLA agreements”) in 202o (the “CLA”) and 2023 (the “2023 CLA”) with several lenders (the CLA lenders). a. During the first quarter of 2020, the Company entered into convertible loan agreement which latest amendment was signed on July 31, 2023 with several lenders, pursuant to which the CLA Lenders agreed to loan the Company a sum of $2.35 million. The CLA conversion clauses and interest rate described in the 2023 annual financial statements (see Note 15(a) in the 2023 annual financial statements). Upon consummation of the IPO, the remaining balance of the 2020 Convertible Loan Agreements (including the accrued interest) converted into 322,476 ordinary shares based upon the initial public offering price of $17.00.as well as 8,087 ordinary shares received upon cashless exercise of warrants. b. During 2023 the Company entered into convertible loan agreements, with the CLA Lenders, pursuant to which the CLA Lenders subscribed the Company a sum of $39.0 million. Upon consummation of the IPO, the remaining balance of the 2023 Convertible Loan Agreements (including the accrued interest) converted into 3,769,855 ordinary shares based upon the IPO price of $17.00 as well as warrants for 1,964,989 ordinary shares with an exercise price of $12.75. c. On November 8, 2023 the Group entered a Note Purchase Agreement (the “NPA”) among Chutzpah Holdings Ltd. a related party, (the “Purchaser”) as purchaser, administrative agent and collateral agent. Under the NPA, Purchaser extended a credit facility to the Group in an aggregate principal amount of $60.0 million, that may be utilized and drawn down by way of issuance and sale of senior secured notes (“Notes”) to Purchaser. As of the date of these consolidated financial statements the Group withdrew $25.0 million and the available principal under the NPA is $35.0 million. On July 1, 2024, pursuant to the request of the Purchaser, the Group repaid the NPA in full, in the amount of $38.6 million, including principal $25.0 million, minimum return $12.5 million and $1.1 million interest. For additional information see Note 15(c) to the 2023 annual financial statements. The Company applied the Fair Value option to the NPA, see Note 2(dd) in the 2023 annual financial statements. |
Nonconvertible Loans
Nonconvertible Loans | 6 Months Ended |
Jun. 30, 2024 | |
Nonconvertible Loans [Abstract] | |
NONCONVERTIBLE LOANS | NOTE 9 - NONCONVERTIBLE LOANS: As of June 30, 2024, the required annual principal payments of long-term debt, starting from July 2024, are as follows: June 30, 2024 $ 1,570 2025 3,901 2026 3,172 2027 5,272 2028 and thereafter 21,484 Total $ 35,399 |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Ordinary Shareholders | 6 Months Ended |
Jun. 30, 2024 | |
Net Loss Per Share Attributable to Ordinary Shareholders [Abstarct] | |
NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS | NOTE 10 - NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS: The following table sets forth the computation of basic and diluted net loss per share attributable to ordinary shareholders for the periods presented: For the Three Months For the Six Months June 30, June 30, June 30, June 30, Numerator: Net loss for the period $ (23,087 ) $ (18,802 ) $ (36,334 ) $ (37,321 ) Net loss attributable to ordinary shareholders, basic and diluted $ (23,087 ) $ (18,802 ) $ (36,334 ) $ (37,321 ) Denominator: Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted 8,869,691 4,081,757 7,072,950 3,434,028 Net loss per share attributable to ordinary shareholders, basic and diluted $ (2.60 ) $ (4.61 ) $ (5.14 ) $ (10.87 ) The following instruments were not included in the computation of diluted EPS because of their anti-dilutive effect: - Redeemable convertible preferred shares; - Convertible loan agreements; - Warrants to purchase convertible preferred shares; - Simple agreements for future equity; - Share-based compensation. |
Transactions and Balances with
Transactions and Balances with Related Parties | 6 Months Ended |
Jun. 30, 2024 | |
Transactions and Balances with Related Parties [Abstract] | |
TRANSACTIONS AND BALANCES WITH RELATED PARTIES: | NOTE 11 - TRANSACTIONS AND BALANCES WITH RELATED PARTIES Transactions with related parties which are shareholders and directors of the Company: a. Transactions: Six months ended 2024 2023 Share-based compensation to non-executive directors $ 61 $ 28 b. Balances: June 30, December 31, Short-term liabilities Current maturities of long-term debt measured under the fair value option $ 38,675 $ - Long-term liabilities — CLA’s $ - $ 9,780 NPA $ - $ 21,976 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 12 - subsequent events: a. In July 2024 the Company paid the remaining portion of the Earn-Out totaling to $0.76 million (€0.7 million). b. In July 2024 the Group repaid the NPA among Chutzpa Holdings Ltd. totaling to $38.6 million, including minimum return and interest, see Note 8(c). |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Significant Accounting Policies [Abstract] | |
Basis of presentation | a. Basis of presentation The Company’s financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the 2023 annual consolidated financial statements, other than as stated below. In the opinion of management, the financial statements reflect all normal and recurring adjustments necessary to fairly state the financial position and results of operations of the Company. The financial information contained in this report should be read in conjunction with the annual financial statements included in the Company’s Annual Report for the fiscal year ended December 31, 2023, that the Company filed with the U.S. Securities and Exchange Committee (the “SEC”) on June 5, 2024 on Form F-1 as found in the Company’s prospectus. The year-end balance sheet data was derived from the audited consolidated financial statements as of December 31, 2023. Warrants over ordinary shares When the Company issues freestanding convertible instruments, the Company first analyzes the provisions of ASC 480 in order to determine whether the instrument should be classified as a liability, with subsequent changes in fair value recognized in the statements of operations in each period. Warrants over ordinary shares are not within the scope of ASC 480, and as such the Company further analyzes the provisions of ASC 815-40 in order to determine whether the contract should be classified within equity or classified as a liability, with subsequent changes in fair value recognized in the statements of operations in each period. Under ASC 815-40, contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. Further, in order to conclude equity classification, the Company assesses whether the contracts are indexed to its own stock and whether the contracts meet all the conditions necessary for equity classification. The Company reassesses the classification of a contract over its own equity under the guidance above at each balance sheet date. If classification changes as a result of events during the reporting period, the Company reclassifies the contract as of the date of the event that caused the reclassification. When a contract over own equity is reclassified from a liability to equity, gains or losses recorded to account for the contract at fair value during the period that the contract was classified as a liability are not reversed, and the contract is marked to fair value immediately before the reclassification. Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. The Company incurred offering costs amounting to approximately $6.75 million, related to underwriting discounts and commissions, and other offering costs of $1.9 million as a result of the IPO. |
Use of estimates | b. Use of estimates In preparing the Company’s consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity and disclosure of contingent liabilities and assets at the dates of the financial statements and the reported amounts of revenues and expenses during the reported years. Actual results could differ from those estimates. The Company’s results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of results that could be expected for the entire fiscal year. |
Revenue recognition | c. Revenue recognition As of June 30, 2024, the Company does not have any contracts for the provision of goods that result in the material contract assets and contract liabilities. As permitted by ASC 606, the Company does not disclose information on unearned revenue as it generally enters into binding contracts for a period of one year or less. |
Concentration of credit risks | d. Concentration of credit risks Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents, restricted cash, bank deposits, marketable securities and accounts receivable. The Company deposits cash and cash equivalents mostly with a single highly rated financial institution. The Company has not experienced any material credit losses in these accounts and does not believe it is exposed to significant credit risk on these instruments. For the periods ended June 30, 2024, and December 31, 2023, the Company’s largest customer represented 8.3% and 6.9% of accounts receivable, net, respectively. |
Goodwill | e. Goodwill Following the separation of the architecture and automotive segment into the two operating segments (see Note 4), the Company reallocated goodwill to its reorganized reporting units using a relative fair value approach. The Company performed an impairment analysis for these two reporting units upon reallocation. Based on the Company’s assessment as of date of the change in the reporting units, and December 31, 2023, its annual impairment assessment date, it was concluded that the fair value of each of the architecture and automotive reporting units exceeded its carrying amount and therefore no goodwill impairment was required. |
Fair value measurement | f. Fair value measurement Fair value is based on the price that would be received from the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data or active market data of similar or identical assets or liabilities. Level 3 Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. |
Loans and Convertible Loans issued | g. Loans and Convertible Loans issued Under the Fair Value Option Subsection of ASC Subtopic 825-10, Financial Instruments – Overall (“ASC 825”), the Company has an irrevocable option to designate certain financial assets and financial liabilities at fair value on an instrument-by-instrument basis, with changes in fair value reported in the statement of operations. Changes in fair value do not include accrued interest on debt instruments. Any changes in the fair value of liabilities resulting from changes in instrument-specific credit risk are reported in other comprehensive loss. The Company separately measures changes attributed to instrument-specific credit risk by calculating the difference between the overall change in the fair value of the instrument and the change attributed to fluctuations in the relevant risk-free benchmark rate. The Company elected the fair value option for its NPAs and for its CLAs, as defined in Note 3 and Note 8. |
Share split | h. Share split On May 28, 2024 the board of directors approved a forward share split (the “Share Split”), that was approved by the shareholders and became effective on May 28, 2024. The Share Split results in a four point four -for-one (4.390914:1) share split of the Company’s preferred and ordinary shares. No fractional shares were issued in connection with the Share Split. These financial statements have been adjusted retrospectively for the Share Split. |
Operating Segments and Geogra_2
Operating Segments and Geographical Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Operating Segments and Geographical Information [Abstract] | |
Schedule of Segment Information | Segment Information: For the period of six months ended June 30, 2024 Aeronautics Architecture Automotive Safety tech Total Revenues from external customers 20,181 5,255 2,218 21,484 49,138 Intersegment revenues 1,761 104 - - 1,865 Gross profit (loss) (segment profit) 8,549 1,676 (533 ) 3,761 13,453 For the period of six months ended June 30, 2023 Aeronautics Architecture Automotive Safety tech Total Revenues from external customers 14,811 6,345 658 15,553 37,367 Intersegment revenues 633 - - - 633 Gross profit (loss) (segment profit) 4,743 2,071 (116 ) 2,630 9,328 For the period of three months ended June 30, 2024 Aeronautics Architecture Automotive Safety tech Total Revenues from external customers 10,045 2,625 912 10,827 24,409 Intersegment revenues 782 104 - - 886 Gross profit (loss) (segment profit) 3,914 916 (148 ) 2,232 6,914 For the period of three months ended June 30, 2023 Aeronautics Architecture Automotive Safety tech Total Revenues from external customers 7,816 3,329 508 8,281 19,934 Intersegment revenues 633 - 633 Gross profit (loss) (segment profit) 2,140 1,038 (72 ) 1,240 4,346 |
Schedule of Financial Statements | For the three months ended, For the six months ended, 2024 2023 2024 2023 Total revenues for reportable segments $ 25,295 $ 20,567 $ 51,003 $ 38,000 Elimination of intersegment revenues (886 ) (633 ) (1,865 ) (633 ) Total consolidated revenues 24,409 19,934 49,138 37,367 Total reportable segment profit 6,914 4,346 13,453 9,328 Amounts not allocated to segments: Amortization of Technology and lease assets included in cost of revenues 322 326 646 644 Research and development expenses, net 4,131 3,836 8,512 7,281 General and administrative expenses 5,271 3,724 11,400 6,336 Sales and marketing expenses 4,153 3,831 8,443 6,742 Depreciation and amortization 1,021 860 2,042 1,756 Other expenses, net (63 ) 595 (38 ) 953 Consolidated operating loss (7,921 ) (8,826 ) (17,552 ) (14,384 ) Other income 130 4 130 4 Financial expenses, net (15,274 ) (9,939 ) (18,828 ) (22,886 ) Consolidated loss before income taxes $ (23,065 ) $ (18,761 ) $ (36,250 ) $ (37,266 ) |
Schedule of Revenue | The following table summarizes revenue by region based on the shipping address of customers: For the three months ended For the six months ended 2024 2023 2024 2023 United States 6,686 $ 5,987 $ 13,954 $ 10,955 Israel 171 259 432 770 France 7,280 4,474 12,375 9,797 Rest of Europe 5,601 5,568 13,526 10,901 Asia 3,779 1,711 6,747 2,876 Rest of world 892 1,935 2,104 2,068 24,409 $ 19,934 $ 49,138 $ 37,367 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventories [Abstract] | |
Schedule of Inventories | Inventories consisted of the following: June 30, December 31, 2024 2023 Finished products $ 1,362 $ 1,163 Raw and packaging materials 13,348 11,882 Products in process 189 129 $ 14,899 $ 13,174 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurements [Abstract] | |
Schedule of Assets and Liabilities at Fair Value | The Company’s assets and liabilities that are measured at fair value as of June 30, 2024, and December 31, 2023, are classified in the tables below in one of the three categories described in “Note 2(bb) – Fair value measurement” in the 2023 annual financial statements: June 30, 2024 Level 1 Level 3 Total Financial Assets RFI Shares $ 3,383 $3,383 Financial Liabilities Warrants and phantom warrants 1,531 1,531 NPAs 55,438 55,438 Earn-out liability 749 749 Other $ 200 $200 December 31, 2023 Level 1 Level 3 Total Financial Assets RFI Shares $ 1,857 $1,857 Financial Liabilities Warrants and phantom warrants 21,566 21,566 CLAs 55,940 55,940 NPA 21,976 21,976 Earn-out liability 2,997 2,997 Facility loans 23,151 23,151 Other $ 186 $186 |
Schedule of Fair Value of Liabilities Classified Under Level 3 | The following is a roll forward of the fair value of liabilities classified under Level 3: Six months ended June 30, 2024 Warrants* CLAs NPAs Facility loans Earn-out liability Other January 1 ,2024 $ 21,566 $ 55,940 $ 21,976 $ 23,151 $ 2,997 $ 186 Issuance 11,196 11,750 18,704 - - - Payment (1,500 ) - - (24,600 ) (2,210 ) - Conversion to equity (445 ) (69,570 ) - - Reclassification to equity (28,225 ) - - - - - Change in fair value (1,061 ) 1,880 14,758 1,449 (38 ) 14 June 30, 2024 $ 1,531 $ - $ 55,438 $ - $ 749 $ 200 Six months ended June 30, 2023 Warrants* CLAs Facility loans Earn-out liability Other January 1 ,2023 $ 8,267 $ 3,809 $ 29,745 $ 3,917 $ 185 Issuance 5,065 13,646 - - - Change in fair value 1,252 13,835 104 953 2 June 30, 2023 $ 14,584 $ 31,290 $ 29,849 $ 4,870 $ 187 Three months ended June 30, 2024 Warrants* CLAs NPAs Facility loans Earn-out liability Other March 31 ,2024 $ 26,829 $ 64,907 $ 45,037 $ - $ 2,694 $ 186 Issuance 1,643 6,200 1,003 - - - Payment - - - - (1,883 ) - Conversion to equity (445 ) (69,570 ) - - - - Reclassification to equity (28,225 ) - - - - - Change in fair value 1,729 (1,537 ) 9,398 - (62 ) 14 June 30, 2024 $ 1,531 $ - $ 55,438 $ - $ 749 $ 200 Three months ended June 30, 2023 Warrants* CLAs Facility loans Earn-out liability Other March 31 ,2023 $ 11,496 $ 18,640 $ 31,180 $ 4,275 $ 185 Issuance 4,936 6,086 - - - Change in fair value (1,848 ) 6,564 (1,331 ) 595 2 June 30, 2023 $ 14,584 $ 31,290 $ 29,849 $ 4,870 $ 187 * Including ‘phantom warrants’, see Note 16(d) in the 2023 annual financial statements. |
Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs | The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: June 30, Exercise price $14.35 - $31.08 Stock price $12.02 Volatility 44.09% - 44.75% Term (years) 4.17-5.33 Risk-free interest rate 4.44% - 4.48% Dividend yield 0% |
Nonconvertible Loans (Tables)
Nonconvertible Loans (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Nonconvertible Loans [Abstract] | |
Schedule of Annual Principal Payments of Long-Term Debt | As of June 30, 2024, the required annual principal payments of long-term debt, starting from July 2024, are as follows: June 30, 2024 $ 1,570 2025 3,901 2026 3,172 2027 5,272 2028 and thereafter 21,484 Total $ 35,399 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Ordinary Shareholders (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Net Loss Per Share Attributable to Ordinary Shareholders [Abstarct] | |
Schedule of Basic and Diluted Net Loss per Share Attributable to Ordinary Shareholders | The following table sets forth the computation of basic and diluted net loss per share attributable to ordinary shareholders for the periods presented: For the Three Months For the Six Months June 30, June 30, June 30, June 30, Numerator: Net loss for the period $ (23,087 ) $ (18,802 ) $ (36,334 ) $ (37,321 ) Net loss attributable to ordinary shareholders, basic and diluted $ (23,087 ) $ (18,802 ) $ (36,334 ) $ (37,321 ) Denominator: Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted 8,869,691 4,081,757 7,072,950 3,434,028 Net loss per share attributable to ordinary shareholders, basic and diluted $ (2.60 ) $ (4.61 ) $ (5.14 ) $ (10.87 ) |
Transactions and Balances wit_2
Transactions and Balances with Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Transactions and Balances with Related Parties [Abstract] | |
Schedule of Transactions with Related Parties | Transactions: Six months ended 2024 2023 Share-based compensation to non-executive directors $ 61 $ 28 |
Schedule of Balances with Related Parties | Balances: June 30, December 31, Short-term liabilities Current maturities of long-term debt measured under the fair value option $ 38,675 $ - Long-term liabilities — CLA’s $ - $ 9,780 NPA $ - $ 21,976 |
Nature of Operations (Details)
Nature of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 07, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Nature of Operations [Line Items] | ||||||
Underwriting discounts and commissions (in Dollars) | $ 6,750 | |||||
Exercisable period | 30 days | |||||
Additional ordinary shares | 661,765 | |||||
Ordinary shares | 24,630 | |||||
Outstanding warrants | 9,971 | 9,971 | ||||
Warrants shares | 682,282 | 682,282 | ||||
Offering costs (in Dollars) | $ 1,900 | $ 1,900 | ||||
Underwriters’ fee (in Dollars) | 6,750 | |||||
Accumulated deficit (in Dollars) | (208,164) | (208,164) | $ (171,830) | |||
Operating losses (in Dollars) | $ (7,921) | $ (8,826) | (17,552) | $ (14,384) | ||
Cash flow from operating activities (in Dollars) | $ (15,663) | $ (10,731) | ||||
Warrant [Member] | ||||||
Nature of Operations [Line Items] | ||||||
Shares converted | 57,678 | |||||
Exercised shares | 4,127,467 | |||||
Warrants shares | 137,040 | 137,040 | ||||
Ordinary Shares [Member] | ||||||
Nature of Operations [Line Items] | ||||||
Shares converted | 4,693,318 | |||||
IPO [Member] | ||||||
Nature of Operations [Line Items] | ||||||
Issued and sold shares | 4,411,765 | |||||
Sale of stock per share (in Dollars per share) | $ 17 | |||||
Net proceeds of initial public offering (in Dollars) | $ 68,250 | |||||
Underwriting discounts and commissions (in Dollars) | $ 6,750 | |||||
Option expired unexercised date | July 2024 | |||||
Ordinary shares | 4,092,330 | |||||
Accrued interest (in Dollars) | $ 69,570 | |||||
Price of per share (in Dollars per share) | $ 17 | $ 17 | ||||
Offering costs (in Dollars) | $ 1,900 | $ 1,900 | ||||
Private Placement [Member] | ||||||
Nature of Operations [Line Items] | ||||||
Exercised shares | 882,353 | |||||
Price of per share (in Dollars per share) | $ 17 | $ 17 | ||||
Gross proceeds of private placement (in Dollars) | $ 15,000 |
Significant Accounting Polici_2
Significant Accounting Policies (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 07, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Significant Accounting Policies (Details) [Line Items] | |||
Underwriting discounts (in Dollars) | $ 6,750 | ||
Other offering costs (in Dollars) | $ 1,900 | ||
Operating segments | 4 | ||
Reporting units | 2 | ||
Share split | 4.390914:1 | ||
Operating Segments [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Operating segments | 2 | ||
Customer Concentration Risk [Member] | Largest Customer [Member] | Accounts Receivable [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Concentration of credit risks percentage | 8.30% | 6.90% | |
IPO [Member] | |||
Significant Accounting Policies (Details) [Line Items] | |||
Underwriting discounts (in Dollars) | $ 6,750 | ||
Other offering costs (in Dollars) | $ 1,900 |
Other Significant Transaction_2
Other Significant Transactions and Agreements During the Three and Six Months Ended June 30, 2024: (Details) $ / shares in Units, € in Thousands | 1 Months Ended | 6 Months Ended | ||||||||||||||||
Jun. 15, 2024 USD ($) | Jun. 15, 2024 EUR (€) | Apr. 25, 2024 USD ($) | Apr. 25, 2024 EUR (€) | Apr. 05, 2024 USD ($) | Apr. 04, 2024 USD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2024 EUR (€) | May 31, 2024 USD ($) $ / shares shares | May 31, 2024 USD ($) ₪ / shares | Apr. 30, 2024 USD ($) | Apr. 30, 2024 EUR (€) | Feb. 29, 2024 USD ($) | Jun. 30, 2024 USD ($) shares | Jun. 30, 2024 EUR (€) shares | Nov. 08, 2028 $ / shares | Dec. 31, 2023 USD ($) | Nov. 08, 2023 USD ($) | |
Other Significant Transactions and Agreements During the Three and Six Months Ended June 30, 2024: (Details) [Line Items] | ||||||||||||||||||
Vision Lite in the principal amount | $ 60,000,000 | |||||||||||||||||
Draw down from note purchase agreement amount | $ 2,500,000 | |||||||||||||||||
Additional notes issued and purchased amount | $ 2,500,000 | |||||||||||||||||
Received an additional amount | $ 1,895,000 | |||||||||||||||||
NPA bear interest at a rate | 14% | |||||||||||||||||
Warrants shares (in Shares) | shares | 682,282 | |||||||||||||||||
Percentage of cash flow excess amount | 25% | 25% | ||||||||||||||||
Payment of phantom warrants | $ 1,500,000 | |||||||||||||||||
Cash paid | $ 1,500,000 | |||||||||||||||||
Payment Of secound earn out liability | $ 1,300,000 | € 1,150 | $ 1,400,000 | € 1,300 | $ 920,000 | € 850 | ||||||||||||
Payment of settled earnout liability | 1,240,000 | € 1,150 | ||||||||||||||||
Earn Out paid total | $ 646,000 | € 600 | 749,000 | € 700 | ||||||||||||||
Percentage of personal collective holdings | 10% | |||||||||||||||||
Aggregate purchase price | $ 3,000,000 | |||||||||||||||||
Stock-based compensation | 1,572 | |||||||||||||||||
Vesting period | 10 years | |||||||||||||||||
Fair value options granted | $ 6,800,000 | |||||||||||||||||
Bonus payments | $ 1,075 | $ 1,075 | ||||||||||||||||
Liability amount | $ 129,736,000 | $ 194,298,000 | ||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Other Significant Transactions and Agreements During the Three and Six Months Ended June 30, 2024: (Details) [Line Items] | ||||||||||||||||||
Exercised shares (in Shares) | shares | 4,127,467 | 4,127,467 | ||||||||||||||||
Warrants shares (in Shares) | shares | 137,040 | |||||||||||||||||
2024 Note Purchasers [Member] | ||||||||||||||||||
Other Significant Transactions and Agreements During the Three and Six Months Ended June 30, 2024: (Details) [Line Items] | ||||||||||||||||||
Vision Lite in the principal amount | $ 23,500,000 | |||||||||||||||||
Note Purchase Agreement [Member] | ||||||||||||||||||
Other Significant Transactions and Agreements During the Three and Six Months Ended June 30, 2024: (Details) [Line Items] | ||||||||||||||||||
Exercised shares (in Shares) | shares | 882,353 | 882,353 | ||||||||||||||||
Warrants shares (in Shares) | shares | 137,040 | |||||||||||||||||
Gross proceeds of ordinary shares | $ 15,000,000 | |||||||||||||||||
Stock Option [Member] | ||||||||||||||||||
Other Significant Transactions and Agreements During the Three and Six Months Ended June 30, 2024: (Details) [Line Items] | ||||||||||||||||||
Granted exercise price | ₪ / shares | $ 0.23 | |||||||||||||||||
Vesting rights percentage | 25% | |||||||||||||||||
Stock Option [Member] | Minimum [Member] | ||||||||||||||||||
Other Significant Transactions and Agreements During the Three and Six Months Ended June 30, 2024: (Details) [Line Items] | ||||||||||||||||||
Granted exercise price | $ / shares | $ 9.44 | |||||||||||||||||
Stock Option [Member] | Maximum [Member] | ||||||||||||||||||
Other Significant Transactions and Agreements During the Three and Six Months Ended June 30, 2024: (Details) [Line Items] | ||||||||||||||||||
Granted exercise price | $ / shares | $ 10.88 | |||||||||||||||||
Exercise Price 0.23 [Member] | Stock Option [Member] | ||||||||||||||||||
Other Significant Transactions and Agreements During the Three and Six Months Ended June 30, 2024: (Details) [Line Items] | ||||||||||||||||||
Granted shares (in Shares) | shares | 70,347 | |||||||||||||||||
Exercise Price 9.44 to 10.88 [Member] | Stock Option [Member] | ||||||||||||||||||
Other Significant Transactions and Agreements During the Three and Six Months Ended June 30, 2024: (Details) [Line Items] | ||||||||||||||||||
Granted shares (in Shares) | shares | 471,692 | |||||||||||||||||
Emloyees and Consultants [Member] | ||||||||||||||||||
Other Significant Transactions and Agreements During the Three and Six Months Ended June 30, 2024: (Details) [Line Items] | ||||||||||||||||||
Bonus payments | $ 537.5 | $ 537.5 | ||||||||||||||||
IPO [Member] | ||||||||||||||||||
Other Significant Transactions and Agreements During the Three and Six Months Ended June 30, 2024: (Details) [Line Items] | ||||||||||||||||||
Liability amount | $ 600,000 | |||||||||||||||||
Forecast [Member] | ||||||||||||||||||
Other Significant Transactions and Agreements During the Three and Six Months Ended June 30, 2024: (Details) [Line Items] | ||||||||||||||||||
Warrants price per share (in Dollars per share) | $ / shares | $ 15.61 |
Operating Segments and Geogra_3
Operating Segments and Geographical Information (Details) | 6 Months Ended |
Jun. 30, 2024 | |
Operating Segments and Geographical Information [Abstract] | |
Number of operating segments | 4 |
Operating Segments and Geogra_4
Operating Segments and Geographical Information (Details) - Schedule of Segment Information - Reportable Subsegments [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Segment Information [Line Items] | ||||
Revenues from external customers | $ 24,409 | $ 19,934 | $ 49,138 | $ 37,367 |
Intersegment revenues | 886 | 633 | 1,865 | 633 |
Gross profit (loss) (segment profit) | 6,914 | 4,346 | 13,453 | 9,328 |
Architecture [Member] | ||||
Schedule of Segment Information [Line Items] | ||||
Revenues from external customers | 10,045 | 7,816 | 20,181 | 14,811 |
Intersegment revenues | 782 | 633 | 1,761 | 633 |
Gross profit (loss) (segment profit) | 3,914 | 2,140 | 8,549 | 4,743 |
Automotive [Member] | ||||
Schedule of Segment Information [Line Items] | ||||
Revenues from external customers | 2,625 | 3,329 | 5,255 | 6,345 |
Intersegment revenues | 104 | 104 | ||
Gross profit (loss) (segment profit) | 916 | 1,038 | 1,676 | 2,071 |
Safety tech [Member] | ||||
Schedule of Segment Information [Line Items] | ||||
Revenues from external customers | 912 | 508 | 2,218 | 658 |
Intersegment revenues | ||||
Gross profit (loss) (segment profit) | (148) | (72) | (533) | (116) |
Aeronautics [Member] | ||||
Schedule of Segment Information [Line Items] | ||||
Revenues from external customers | 10,827 | 8,281 | 21,484 | 15,553 |
Intersegment revenues | ||||
Gross profit (loss) (segment profit) | $ 2,232 | $ 1,240 | $ 3,761 | $ 2,630 |
Operating Segments and Geogra_5
Operating Segments and Geographical Information (Details) - Schedule of Financial Statements - Reportable Subsegments [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Financial Statements [Line Items] | ||||
Total consolidated revenues | $ 24,409 | $ 19,934 | $ 49,138 | $ 37,367 |
Total reportable segment profit | 6,914 | 4,346 | 13,453 | 9,328 |
Amortization of Technology and lease assets included in cost of revenues | 322 | 326 | 646 | 644 |
Research and development expenses, net | 4,131 | 3,836 | 8,512 | 7,281 |
General and administrative expenses | 5,271 | 3,724 | 11,400 | 6,336 |
Sales and marketing expenses | 4,153 | 3,831 | 8,443 | 6,742 |
Depreciation and amortization | 1,021 | 860 | 2,042 | 1,756 |
Other expenses | (63) | 595 | (38) | 953 |
Consolidated operating loss | (7,921) | (8,826) | (17,552) | (14,384) |
Other income | 130 | 4 | 130 | 4 |
Financial expenses, net | (15,274) | (9,939) | (18,828) | (22,886) |
Consolidated loss before income taxes | (23,065) | (18,761) | (36,250) | (37,266) |
Reportable Segments [Member] | ||||
Schedule of Financial Statements [Line Items] | ||||
Total consolidated revenues | 25,295 | 20,567 | 51,003 | 38,000 |
Elimination of Intersegment Revenues [Member] | ||||
Schedule of Financial Statements [Line Items] | ||||
Total consolidated revenues | $ (886) | $ (633) | $ (1,865) | $ (633) |
Operating Segments and Geogra_6
Operating Segments and Geographical Information (Details) - Schedule of Revenue - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule of Revenue [Line Items] | ||||
Revenue | $ 24,409 | $ 19,934 | $ 49,138 | $ 37,367 |
United States [Member] | ||||
Schedule of Revenue [Line Items] | ||||
Revenue | 6,686 | 5,987 | 13,954 | 10,955 |
Israel [Member] | ||||
Schedule of Revenue [Line Items] | ||||
Revenue | 171 | 259 | 432 | 770 |
France [Member] | ||||
Schedule of Revenue [Line Items] | ||||
Revenue | 7,280 | 4,474 | 12,375 | 9,797 |
Rest of Europe [Member] | ||||
Schedule of Revenue [Line Items] | ||||
Revenue | 5,601 | 5,568 | 13,526 | 10,901 |
Asia [Member] | ||||
Schedule of Revenue [Line Items] | ||||
Revenue | 3,779 | 1,711 | 6,747 | 2,876 |
Rest of World [Member] | ||||
Schedule of Revenue [Line Items] | ||||
Revenue | $ 892 | $ 1,935 | $ 2,104 | $ 2,068 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Inventories [Abstract] | |||
Inventory write-downs | $ 112 | $ 101 | $ 238 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventories - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Inventories [Abstract] | ||
Finished products | $ 1,362 | $ 1,163 |
Raw and packaging materials | 13,348 | 11,882 |
Products in process | 189 | 129 |
Total | $ 14,899 | $ 13,174 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - 6 months ended Jun. 30, 2024 $ in Thousands, € in Millions | USD ($) | EUR (€) |
Fair Value Measurements [Abstract] | ||
Contingent consideration balance | $ 750 | € 0.7 |
Fair value measurement of discounting predicted cashflow rate | 0.25% |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Assets and Liabilities at Fair Value - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
RFI Shares [Member] | ||
Financial Assets | ||
Assets, Fair Value Disclosure | $ 3,383 | $ 1,857 |
RFI Shares [Member] | Level 1 [Member] | ||
Financial Assets | ||
Assets, Fair Value Disclosure | 3,383 | 1,857 |
Warrants and phantom warrants [Member] | ||
Financial Liabilities | ||
Liabilities, Fair Value Disclosure | 1,531 | 21,566 |
Warrants and phantom warrants [Member] | Level 1 [Member] | ||
Financial Liabilities | ||
Liabilities, Fair Value Disclosure | 1,531 | 21,566 |
NPA [Member] | ||
Financial Liabilities | ||
Liabilities, Fair Value Disclosure | 55,438 | 21,976 |
NPA [Member] | Level 1 [Member] | ||
Financial Liabilities | ||
Liabilities, Fair Value Disclosure | 55,438 | 21,976 |
Earn-out liability [Member] | ||
Financial Liabilities | ||
Liabilities, Fair Value Disclosure | 749 | 2,997 |
Earn-out liability [Member] | Level 1 [Member] | ||
Financial Liabilities | ||
Liabilities, Fair Value Disclosure | 749 | 2,997 |
Other [Member] | ||
Financial Liabilities | ||
Liabilities, Fair Value Disclosure | 200 | 186 |
Other [Member] | Level 1 [Member] | ||
Financial Liabilities | ||
Liabilities, Fair Value Disclosure | $ 200 | 186 |
CLAs [Member] | ||
Financial Liabilities | ||
Liabilities, Fair Value Disclosure | 55,940 | |
CLAs [Member] | Level 1 [Member] | ||
Financial Liabilities | ||
Liabilities, Fair Value Disclosure | 55,940 | |
Facility loans [Member] | ||
Financial Liabilities | ||
Liabilities, Fair Value Disclosure | 23,151 | |
Facility loans [Member] | Level 1 [Member] | ||
Financial Liabilities | ||
Liabilities, Fair Value Disclosure | $ 23,151 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Fair Value of Liabilities Classified Under Level 3 - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Warrant [Member] | |||||
Schedule of Fair Value of Liabilities Classified Under Level 3 [Line Items] | |||||
Balance | [1] | $ 26,829 | $ 11,496 | $ 21,566 | $ 8,267 |
Issuance | [1] | 1,643 | 4,936 | 11,196 | 5,065 |
Payment | [1] | (1,500) | |||
Conversion to equity | [1] | (445) | (445) | ||
Reclassification to equity | [1] | (28,225) | (28,225) | ||
Change in fair value | [1] | 1,729 | (1,848) | (1,061) | 1,252 |
Balance | [1] | 1,531 | 14,584 | 1,531 | 14,584 |
CLAs [Member] | |||||
Schedule of Fair Value of Liabilities Classified Under Level 3 [Line Items] | |||||
Balance | 64,907 | 18,640 | 55,940 | 3,809 | |
Issuance | 6,200 | 6,086 | 11,750 | 13,646 | |
Payment | |||||
Conversion to equity | (69,570) | (69,570) | |||
Reclassification to equity | |||||
Change in fair value | (1,537) | 6,564 | 1,880 | 13,835 | |
Balance | 31,290 | 31,290 | |||
NPAs [Member] | |||||
Schedule of Fair Value of Liabilities Classified Under Level 3 [Line Items] | |||||
Balance | 45,037 | 21,976 | |||
Issuance | 1,003 | 18,704 | |||
Payment | |||||
Conversion to equity | |||||
Reclassification to equity | |||||
Change in fair value | 9,398 | 14,758 | |||
Balance | 55,438 | 55,438 | |||
Facility loans [Member] | |||||
Schedule of Fair Value of Liabilities Classified Under Level 3 [Line Items] | |||||
Balance | 31,180 | 23,151 | 29,745 | ||
Issuance | |||||
Payment | (24,600) | ||||
Conversion to equity | |||||
Reclassification to equity | |||||
Change in fair value | (1,331) | 1,449 | 104 | ||
Balance | 29,849 | 29,849 | |||
Earn-out liability [Member] | |||||
Schedule of Fair Value of Liabilities Classified Under Level 3 [Line Items] | |||||
Balance | 2,694 | 4,275 | 2,997 | 3,917 | |
Issuance | |||||
Payment | (1,883) | (2,210) | |||
Conversion to equity | |||||
Reclassification to equity | |||||
Change in fair value | (62) | 595 | (38) | 953 | |
Balance | 749 | 4,870 | 749 | 4,870 | |
Other [Member] | |||||
Schedule of Fair Value of Liabilities Classified Under Level 3 [Line Items] | |||||
Balance | 186 | 185 | 186 | 185 | |
Issuance | |||||
Payment | |||||
Conversion to equity | |||||
Reclassification to equity | |||||
Change in fair value | 14 | 2 | 14 | 2 | |
Balance | $ 200 | $ 187 | $ 200 | $ 187 | |
[1]Including ‘phantom warrants’, see Note 16(d) in the 2023 annual financial statements. |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs | Jun. 30, 2024 |
Measurement Input, Exercise Price [Member] | Minimum [Member] | |
Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs [Line Items] | |
Warrant measurement input | 14.35 |
Measurement Input, Exercise Price [Member] | Maximum [Member] | |
Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs [Line Items] | |
Warrant measurement input | 31.08 |
Measurement Input, Share Price [Member] | |
Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs [Line Items] | |
Warrant measurement input | 12.02 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | |
Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs [Line Items] | |
Warrant measurement input | 44.09 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |
Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs [Line Items] | |
Warrant measurement input | 44.75 |
Measurement Input, Expected Term [Member] | Minimum [Member] | |
Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs [Line Items] | |
Warrant measurement input | 4.17 |
Measurement Input, Expected Term [Member] | Maximum [Member] | |
Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs [Line Items] | |
Warrant measurement input | 5.33 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |
Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs [Line Items] | |
Warrant measurement input | 4.44 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |
Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs [Line Items] | |
Warrant measurement input | 4.48 |
Measurement Input, Expected Dividend Rate [Member] | |
Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements Inputs [Line Items] | |
Warrant measurement input | 0 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Shares and Shareholders' Equity (Details) | 6 Months Ended | ||
Jun. 30, 2024 ₪ / shares shares | Jun. 30, 2024 $ / shares shares | Dec. 31, 2023 ₪ / shares shares | |
Redeemable Convertible Preferred Shares and Shareholders Equity [Line Items] | |||
Ordinary shares authorized | 34,930,909 | 34,930,909 | 14,269,282 |
Common stock par value (in Dollars per share) | (per share) | $ 0 | ₪ 0.23 | |
Ordinary Shares [Member] | |||
Redeemable Convertible Preferred Shares and Shareholders Equity [Line Items] | |||
Converted aggregate ordinary shares | 4,693,318 |
Convertible Loan Agreements (De
Convertible Loan Agreements (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jul. 01, 2024 | Nov. 08, 2023 | Jul. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||||
Loan amount | $ 11,750 | $ 13,646 | |||||
Issuance of warrant purchase (in Shares) | 682,282 | ||||||
Convertible debt | $ 25,000 | ||||||
Loan agreement amount | 60,000 | ||||||
Warrant [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Conversion of shares (in Shares) | 57,678 | ||||||
Issuance of warrant purchase (in Shares) | 137,040 | ||||||
Convertible Loan Agreements [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Convertible debt | $ 39,000 | ||||||
Note Purchase Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Issuance of warrant purchase (in Shares) | 137,040 | ||||||
Debt instrument issued principal | $ 35,000 | ||||||
Convertible Debt [Member] | Warrant [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Issuance of warrant purchase (in Shares) | 1,964,989 | 8,087 | |||||
Exercise price per share (in Dollars per share) | $ 12.75 | ||||||
Convertible Debt [Member] | Convertible Loan Agreements [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan amount | $ 2,350 | ||||||
Subsequent Event [Member] | Note Purchase Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan agreement amount | $ 38,600 | ||||||
Debt instrument issued principal | 25,000 | ||||||
Interest amount | 1,100 | ||||||
Subsequent Event [Member] | Line of Credit [Member] | Note Purchase Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan amount | $ 12,500 | ||||||
IPO [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Price per share (in Dollars per share) | $ 17 | ||||||
IPO [Member] | Convertible Debt [Member] | Convertible Loan Agreements [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Conversion of shares (in Shares) | 3,769,855 | 322,476 | |||||
Price per share (in Dollars per share) | $ 17 | $ 17 |
Nonconvertible Loans (Details)
Nonconvertible Loans (Details) - Schedule of Annual Principal Payments of Long-Term Debt $ in Thousands | Jun. 30, 2024 USD ($) |
Schedule of Annual Principal Payments of Long-Term Debt [Abstract] | |
2024 | $ 1,570 |
2025 | 3,901 |
2026 | 3,172 |
2027 | 5,272 |
2028 and thereafter | 21,484 |
Total | $ 35,399 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Ordinary Shareholders (Details) - Schedule of Basic and Diluted Net Loss per Share Attributable to Ordinary Shareholders - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||
Net loss for the period | $ (23,087) | $ (18,802) | $ (36,334) | $ (37,321) |
Net loss attributable to ordinary shareholders, basic | $ (23,087) | $ (18,802) | $ (36,334) | $ (37,321) |
Denominator: | ||||
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic (in Shares) | 8,869,691 | 4,081,757 | 7,072,950 | 3,434,028 |
Net loss per share attributable to ordinary shareholders, basic (in Dollars per share) | $ (2.6) | $ (4.61) | $ (5.14) | $ (10.87) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Ordinary Shareholders (Details) - Schedule of Basic and Diluted Net Loss per Share Attributable to Ordinary Shareholders (Parentheticals) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Net Loss Per Share Attributable to Ordinary Shareholders [Abstarct] | ||||
Net loss attributable to ordinary shareholders, diluted | $ (23,087) | $ (18,802) | $ (36,334) | $ (37,321) |
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, diluted | 8,869,691 | 4,081,757 | 7,072,950 | 3,434,028 |
Net loss per share attributable to ordinary shareholders, diluted | $ (2.60) | $ (4.61) | $ (5.14) | $ (10.87) |
Transactions and Balances wit_3
Transactions and Balances with Related Parties (Details) - Schedule of Transactions with Related Parties - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Related Party Transaction [Line Items] | ||
Share-based compensation to non-executive directors | $ 61 | $ 28 |
Transactions and Balances wit_4
Transactions and Balances with Related Parties (Details) - Schedule of Balances with Related Parties - Related Parties [Member] - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Short-term liabilities | ||
Current maturities of long-term debt measured under the fair value option | $ 38,675 | $ 0 |
Long-term liabilities — | ||
CLA’s | 0 | 9,780 |
NPA | $ 0 | $ 21,976 |
Subsequent Events (Details)
Subsequent Events (Details) - 1 months ended Jul. 31, 2024 - Subsequent Event [Member] $ in Thousands, € in Millions | USD ($) | EUR (€) |
Subsequent Event [Line Items] | ||
Payment of earn out | $ 760 | € 0.7 |
NPA [Member] | ||
Subsequent Event [Line Items] | ||
Repayment of debt | $ 38,600 |