Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | Moringa Acquisition Corp | ||
Trading Symbol | MACA | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 112,930,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001835416 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-39157 | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address, Address Line One | 250 Park Avenue | ||
Entity Address, Address Line Two | 7th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10177 | ||
City Area Code | (212) | ||
Local Phone Number | 572-6395 | ||
Title of 12(b) Security | Class A ordinary shares, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 1309 | ||
Auditor Name | Kesselman & Kesselman | ||
Auditor Location | Tel-Aviv, Israel | ||
Class A Ordinary Shares | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 3,069,567 | ||
Class B Ordinary Shares | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 2,875,000 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
ASSETS: | ||
Cash and cash equivalents | $ 59,714 | $ 38,944 |
Investments held in Trust Account | 116,692,038 | 115,006,372 |
Prepaid expenses | 43,853 | 368,853 |
TOTAL ASSETS | 116,795,605 | 115,414,169 |
LIABILITIES: | ||
Accrued expenses | 86,688 | 38,576 |
Related party | 1,190,000 | 310,000 |
Private warrant liability | 29,640 | 160,341 |
TOTAL LIABILITIES | 1,306,328 | 508,917 |
COMMITMENTS AND CONTINGENCIES | ||
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION: 11,500,000 shares at redemption value $10.15 and $10.00 as of December 31, 2022 and 2021, respectively | 116,692,038 | 115,000,000 |
TOTAL CAPITAL DEFICIENCY | (1,202,761) | (94,748) |
TOTAL LIABILITIES AND SHARES SUBJECT TO POSSIBLE REDEMPTION NET OF CAPITAL DEFICIENCY | 116,795,605 | 115,414,169 |
Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized 480,000 issued and outstanding (excluding 11,500,000 shares subject to possible redemption) as of December 31, 2022 and 2021; | 48 | 48 |
Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized, 2,875,000 issued and outstanding as of December 31, 2022 and 2021; | 288 | 288 |
Preferred Shares, $0.0001 par value; 5,000,000 shares authorized, no shares issued and outstanding as of December 31, 2022 and 2021. | ||
Additional paid-in capital | 855,994 | |
Accumulated deficit | $ (1,203,097) | $ (951,078) |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 5,000,000 | 5,000,000 |
Preferred shares, shares issued | ||
Preferred shares, shares outstanding | ||
Class A Ordinary Shares | ||
Ordinary shares subject to possible redemption, shares | 11,500,000 | 11,500,000 |
Ordinary shares subject to possible redemption, redemption value (in Dollars per share) | $ 10.15 | $ 10 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 |
Ordinary shares, shares issued | 480,000 | 480,000 |
Ordinary shares, shares outstanding | 480,000 | 480,000 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 |
Ordinary shares, shares issued | 2,875,000 | 2,875,000 |
Ordinary shares, shares outstanding | 2,875,000 | 2,875,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
INTEREST EARNED ON INVESTMENTS HELD IN TRUST ACCOUNT | $ 1,685,666 | $ 6,372 |
GENERAL AND ADMINISTRATIVE | (1,232,342) | (943,933) |
CHANGE IN FAIR VALUE OF WARRANT LIABILITY | 130,701 | 182,343 |
NET PROFIT (LOSS) FOR THE YEAR | $ 584,025 | $ (755,218) |
WEIGHTED AVERAGE NUMBER OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION (in Shares) | 11,500,000 | 9,875,342 |
BASIC AND DILUTED NET PROFIT (LOSS) PER CLASS A ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION (in Dollars per share) | $ 0.07 | $ (0.06) |
WEIGHTED AVERAGE NUMBER OF NON-REDEEMABLE CLASS A AND CLASS B ORDINARY SHARES (in Shares) | 3,555,000 | 3,301,959 |
BASIC AND DILUTED NET LOSS PER NON-REDEEMABLE CLASS A AND CLASS B ORDINARY SHARES (in Dollars per share) | $ (0.07) | $ (0.06) |
Statements of Operations (Paren
Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
DILUTED WEIGHTED AVERAGE NUMBER OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | 11,500,000 | 9,875,342 |
DILUTED NET PROFIT (LOSS) PER CLASS A ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION | $ 0.07 | $ (0.06) |
DILUTED WEIGHTED AVERAGE NUMBER OF NON-REDEEMABLE CLASS A AND CLASS B ORDINARY SHARE | 3,555,000 | 3,301,959 |
DILUTED NET PROFIT (LOSS) PER NON-REDEEMABLE CLASS A AND CLASS B ORDINARY SHARE | $ (0.07) | $ (0.06) |
Statements of Changes in Capita
Statements of Changes in Capital Deficiency Equity - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 10 | $ 288 | $ 25,572 | $ (195,860) | $ (169,990) |
Balance (in Shares) at Dec. 31, 2020 | 100,000 | 2,875,000 | |||
Sale of 380,000 Private Class A ordinary shares, net of issuance costs (see Note 3) | $ 38 | 3,380,610 | 3,380,648 | ||
Sale of 380,000 Private Class A ordinary shares, net of issuance costs (see Note 3) (in Shares) | 380,000 | ||||
Accretion for Public Class A ordinary shares to redemption amount | (2,550,188) | (2,550,188) | |||
Net profit & loss for the year | (755,218) | (755,218) | |||
Balance at Dec. 31, 2021 | $ 48 | $ 288 | 855,994 | (951,078) | (94,748) |
Balance (in Shares) at Dec. 31, 2021 | 480,000 | 2,875,000 | |||
Subsequent accretion of Class A Ordinary Shares subject to possible redemption to amount as of December 31, 2022 | (855,994) | (836,044) | (1,692,038) | ||
Net profit & loss for the year | 584,025 | 584,025 | |||
Balance at Dec. 31, 2022 | $ 48 | $ 288 | $ (1,203,097) | $ (1,202,761) | |
Balance (in Shares) at Dec. 31, 2022 | 480,000 | 2,875,000 |
Statements of Changes in Capi_2
Statements of Changes in Capital Deficiency Equity (Parentheticals) | 12 Months Ended |
Dec. 31, 2021 shares | |
Class A | Ordinary Shares | |
Sale of Private Class A ordinary shares | 380,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net profit (loss) for the year | $ 584,025 | $ (755,218) |
Adjustments to reconcile net profit (loss) to net cash provided by (used in) operating activities: | ||
Changes in the fair value of the private warrant liability | (130,701) | (182,343) |
Changes in operating assets and liabilities: | ||
Decrease (increase) in prepaid expenses | 325,000 | (368,853) |
Decrease in related party | (10,000) | (110,000) |
Increase in accrued expenses | 48,112 | 9,178 |
Net cash provided by (used in) operating activities | 816,436 | (1,407,236) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Sale of Public Units | 115,000,000 | |
Payment of underwriting commissions and offering expenses | (2,549,159) | |
Sale of Private Units, refer to note 3 | 3,800,000 | |
Proceeds from a promissory note – related party | 890,000 | 320,000 |
Repayment of promissory note – related party | (169,990) | |
Net cash provided by financing activities | 890,000 | 116,400,851 |
INCREASE IN CASH, CASH EQUIVALENTS AND INVESTMENTS HELD IN A TRUST ACCOUNT | 1,706,436 | 114,993,615 |
CASH, CASH EQUIVALENTS AND INVESTMENTS HELD IN A TRUST ACCOUNT AT BEGINNING OF YEAR | 115,045,316 | 51,701 |
CASH, CASH EQUIVALENTS AND INVESTMENTS HELD IN A TRUST ACCOUNT AT END OF YEAR | 116,751,752 | 115,045,316 |
RECONCILIATION OF CASH, CASH EQUIVALENTS AND INVESTMENTS HELD IN A TRUST ACCOUNT: | ||
Cash and cash equivalents | 59,714 | 38,944 |
Investments held in trust account | 116,692,038 | 115,006,372 |
Total cash, cash equivalents and investments held in a trust account | 116,751,752 | 115,045,316 |
SUPPLEMENTARY INFORMATION REGARDING NON-CASH ACTIVITIES: | ||
Deferred offering costs | $ (77,699) |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Description of Organization and Business Operations [Abstract] | |
Description of Organization and Business Operations | NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS: a. Organization and General Moringa Acquisition Corp (hereafter – the Company) is a blank check company, incorporated on September 24, 2020 as a Cayman Islands exempted company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (hereafter – the Business Combination). The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). All activity for the year ended December 31, 2022, relates to the Company’s search for a target company, as well as attempts to consummate the Proposed Business Combination, as detailed in Note 1(f). The Company has selected December 31 as its fiscal year end. b. Sponsor and Financing The Company’s sponsor is Moringa Sponsor, L.P., a Cayman exempted limited partnership (which is referred to herein, together with its wholly-owned subsidiary, Moringa Sponsor (US) LP, a Delaware limited partnership, as the “Sponsor”). The registration statement relating to the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on February 16, 2021. The initial stage of the Company’s Public Offering— the sale of 10,000,000 Units — closed on February 19, 2021 (hereafter – the Closing of the Public Offering). Upon that closing and the concurrent closing of the initial stage of the Private Placement (as defined below in Note 3). $100,000,000 was placed in a trust account (the “Trust Account”) (discussed in (c) below). On March 3, 2021, upon the full exercise by the underwriters of their over-allotment option for the Public Offering, the second stage of the Public Offering — the sale of 1,500,000 Units — closed. Upon that closing and the concurrent closing of the second stage of the Private Placement, an additional $15,000,000 was placed in the Trust Account. The Company intends to finance its initial Business Combination with the net proceeds from the Public Offering and the Private Placement. c. The Trust Account The proceeds held in the Trust Account are invested in money market funds registered under the Investment Company Act and compliant with Rule 2a-7 thereof that maintain a stable net asset value of $1.00. The Company’s complies with the provisions of ASU 2016-18, under which changes in proceeds held in the Trust Account are accounted for as Changes in Cash, Cash Equivalents and Investments Held in a Trust Account in the Company’s Statements of Cash Flows. d. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering and the Private Placement are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding taxes payable on the income accrued in the Trust Account). There is no assurance that the Company will be able to successfully consummate an initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will provide its public shareholders the opportunity to redeem all or a portion of their shares upon the completion of the initial Business Combination, either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 following such redemptions. In such case, the Company would not proceed with the redemption of its public shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account, calculated as of two days prior to the general meeting or commencement of the Company’s tender offer, including interest but less taxes payable. As a result, the Company’s Public Class A ordinary shares are classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the initial Business Combination within 24 months from the Closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Class B ordinary shares (as described in Note 7) held by them if the Company fails to complete the initial Business Combination within 24 months of the Closing of the Public Offering or during any extended time that the Company has to consummate an initial Business Combination beyond 24 months as a result of a shareholder vote to amend its amended and restated memorandum and articles of association. However, if the Sponsor or any of the Company’s directors or officers acquire any Class A ordinary shares, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein. On February 9, 2023 the Company’s shareholders approved the proposal to extend the by which Moringa has to consummate a business combination from February 19, 2023 to August 19, 2023 (hereafter – . e. Substantial Doubt about the Company’s Ability to Continue as a Going Concern As of December 31, 2022, the Company had approximately $60 thousand of cash and an accumulated deficit of $1,203 thousand. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standard Codification 205-40, “Going Concern”, the Company will need to obtain additional funds in order to satisfy its liquidity needs in its current endeavors to consummate the Proposed Business Combination, as detailed in Note 1(f), or a different Initial Business Combination, if the former does not occur. Since its inception date and through the issuance date of these financial statements, the Company’s liquidity needs were satisfied through an initial capital injection from the Sponsor, followed by net Private Placement proceeds, as well as several withdrawals of the Sponsor promissory notes. Management has determined that it will need to continue to rely and is significantly dependent on future promissory notes or other forms of financial support (of which the Sponsor is not obligated to provide). Moreover, the Company has until August 19, 2023 to consummate an Initial Business Combination, whether the Proposed Business Combination or a different one. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company intends to complete an Initial Business Combination before the Extended Mandatory Liquidation Date. However, there can be no assurance that the Company will be able to consummate any business combination ahead of the Extended Mandatory Liquidation Date, nor will it be able to raise sufficient funds to complete an Initial Business Combination. These matters raise substantial doubt about the Company’s ability to continue as a going concern, for the subsequent twelve months following the issuance date of these financial statements. No adjustments have been made to the carrying amounts of assets or liabilities should the Company fail to obtain financial support in its pursuit to consummate an Initial Business Combination, nor if it is required to liquidate after the Extended Mandatory Liquidation Date. f. Proposed Business Combination On June 9, 2022, the Company entered into a Business Combination Agreement (hereafter – the Proposed Business Combination) with Holisto Ltd., a company organized under the laws of the State of Israel (hereafter – Holisto) and Holisto MergerSub, Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Holisto. Holisto is an Israeli company and a tech-powered online travel agency, which aims to make hotel booking affordable and personalized for consumers. The Business Combination Agreement and the transactions contemplated thereby have been unanimously approved by the boards of directors of Moringa and Holisto, and by the shareholders of Holisto. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
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 accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC. b. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible, because of the potential differences in accounting standards used. c. Cash and cash equivalents The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use by nature of the account and are readily convertible to known amounts of cash. d. Class A Ordinary Shares subject to possible redemption As discussed in Note 1, all of the 11,500,000 shares of Class A ordinary shares sold as parts of the Units in the Public Offering contain a redemption feature. In accordance with the Accounting Standards Codification 480-10-S99-3A “Classification and Measurement of Redeemable Securities”, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company has classified all of the shares sold under the Public Units as subject to possible redemption. e. Net profit (loss) per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net profit (loss) per share is computed by dividing net profit (loss) by the weighted average number of shares outstanding during the period. The Company applies the two-class method in calculating net profit (loss) per each class of shares: the non-redeemable shares, which include the Private Class A Ordinary Shares, as defined in Note 7, and the Class B ordinary shares (hereafter and collectively – Non-Redeemable class A and B ordinary shares; and the Class A ordinary shares subject to possible redemption. In order to determine the net profit (loss) attributable to each class, the Company first considered the total profit (loss) allocable to both sets of shares. This is calculated using the total net profit (loss) less any Interest Earned on Investments Held in Trust Account. Then, the Interest Earned on Investments Held in Trust Account for the period (being the accretion to redemption value of the Class A ordinary shares subject to possible redemption) is fully allocated to the Class A ordinary shares subject to redemption. As of December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares and then share in the earnings of the Company. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placements to purchase an aggregate of 5,940,000 warrants in the calculation of diluted net profit (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net profit (loss) per share is the same as basic net profit (loss) per share for each of the periods presented, and for each class. f. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. From the Company's incorporation and through December 31, 2022, the Company has not experienced any losses on these accounts. As of December 31, 2022, the Company held its cash and cash equivalents in an SVB bank account, and its investments Held in Trust Account in Goldman Sachs money market funds. Money market funds are characterized as Level 1 investments within the fair value hierarchy under ASC 820. g. Public Warrants The Company applied the provisions of ASC 815-40 and classified its public warrants, issued as part of the Public Units as detailed in Note 3, as equity securities. h. Private Warrant liability The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”, under which the warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, the Company classifies the private warrants as liabilities at their fair value and adjusts the private warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the private warrants are exercised or expire, and any change in fair value is recognized in the Company’s statement of operations. Refer to Note 6 for information regarding the model used to estimate the fair value of the Private Warrants (as defined in Note 3). i. Financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures”, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. j. Use of estimates in the preparation of financial statements The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results may differ from those estimates and such differences may have a material impact on the Company’s financial statements. k. Offering Costs The Company complies with the requirements of the Accounting Standards Codification 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. The Company incurred offering costs in connection with its Public Offering of $334,345. These costs, together with the upfront underwriter discount, of $2,300,000 were allocated between the sale of the Public Units and the Private Units. Out of the total amount of offering costs, an amount of $7,599 was allocated to the Private Warrant Liability, and therefore charged as an expense. m. Income tax The Company accounts for income taxes in accordance with ASC 740, “Income Taxes (hereafter – ASC 740). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non-current in accordance with ASU 2015-17. The Company accounts for uncertain tax positions in accordance with ASC 740-10. ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative probability) likely to be realized upon ultimate settlement. n. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted would have a material effect on the Company’s financial statements. |
Public Offering and Private Pla
Public Offering and Private Placements | 12 Months Ended |
Dec. 31, 2022 | |
Public Offering and Private Placements [Abstract] | |
PUBLIC OFFERING AND PRIVATE PLACEMENTS | NOTE 3 - PUBLIC OFFERING AND PRIVATE PLACEMENTS: In the Initial Public Offering, the Company issued and sold 11,500,000 units (including 1,500,000 units sold at a second closing pursuant to the underwriters’ exercise of their over-allotment option in full) at an offering price of $10.00 per unit (the “Units”). The Sponsor and EarlyBirdCapital, Inc. (the representative of the underwriters) purchased, in a private placement that occurred simultaneously with the two closings of the initial Public Offering (the “Private Placement”), an aggregate of 352,857 and 27,143 Units, respectively, at a price of $10.00 per Unit. Each Unit (both those sold in the initial Public Offering and in the Private Placement) consists of one Class A ordinary share, $0.0001 par value, and one-half of one warrant, with each whole warrant exercisable for one Class A ordinary share (each, a “Public Warrant” and a “Private Warrant”, and collectively, the “Warrants”). Each Warrant entitles the holder thereof to purchase one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment. No fractional shares will be issued upon exercise of the Warrants and only whole Warrants will trade. Each Warrant will become exercisable 30 days after the completion of the Company’s initial Business Combination and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption (only in the case of the Warrants sold in the Public Offering, or the “Public Warrants”) or liquidation. Once the Public Warrants become exercisable, the Company may redeem them in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Warrant holders. The Warrants included in the Units sold in the Private Placement (the “Private Warrants”) are identical to the Public Warrants except that the Private Warrants, for so long as they are held by the Sponsor, EarlyBirdCapital, Inc. or their respective affiliates: (1) will not be redeemable by the Company; (2) may not (including the Class A ordinary shares issuable upon exercise of those warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders thereof until 30 days after the completion of the Company’s initial Business Combination; (3) may be exercised by the holders thereof on a cashless basis; and (4) they (including the Class A ordinary shares issuable upon exercise thereof) are entitled to registration rights. The Company paid an underwriting commission of 2.0% of the gross proceeds of the Public Offering and the full exercise of the underwriters’ over-allotment, or $2,300,000, in the aggregate, to the underwriters at the two closings of the Public Offering. Refer to Note 5 for more information regarding an additional fee payable to the underwriters upon the consummation of an Initial Business Combination. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 - RELATED PARTY TRANSACTIONS: a. Promissory Notes On December 9, 2020, the Company signed a promissory note, under which it could borrow up to a $300 thousand principal amount from the Sponsor. Amounts drawn by the Company under the note were to be used to cover finance costs and expenses related to its formation and capital raise. The entire unpaid balance was payable on the earlier of (i) March 31, 2021, or (ii) the date of a capital raise (i.e., the closing of the initial Public Offering). Any drawn amounts could be prepaid at any time. The promissory note did not bear any interest on the principal amount outstanding thereunder. The Company borrowed $170 thousand under the promissory note, out of which $150 thousand were withdrawn prior to December 31, 2020 and an additional $20 thousand on February 2021. The total $170 thousand owed under the promissory note was repaid in March 2021, following the Closing of the Public Offering. On August 9, 2021 the Company and the Sponsor have entered into an additional Promissory Note agreement (hereafter – the Second Promissory Note), according to which the Company may withdraw up to $1 million to fulfil its ongoing operational needs or preparations towards an Initial Business Combination. The entire unpaid balance shall be payable on the earlier of (i) February 19, 2023, or (ii) the date on which the Company consummates its Initial Business Combination. Any drawn amounts could be prepaid at any time. The promissory note does not bear any interest on the principal amount outstanding thereunder. On December 23, 2021, the Company borrowed $300 thousand under the promissory note. In December 2022 the Company and the Sponsor have entered into two additional Promissory Note agreement (hereafter – the Third and Fourth Promissory Note), according to which the Company may withdraw up to $190 thousand to fulfil its ongoing operational needs or preparations towards an Initial Business Combination. During the year ended December 31, 2022 the Company borrowed an additional $890 thousand from the promissory note given by the Sponsor. All of the outstanding Promissory Notes as of December 31, 2022 were amended due to the Extension, as detailed in Note 10, to reflect the change from the Mandatory Liquidation Date to the Extended Mandatory Liquidation Date. Refer to Note 10(b) – Subsequent Events, for information regarding an additional promissory notes which were signed after the balance sheet date. b. Administrative Services Agreement On December 16, 2020, the Company signed an agreement with the Sponsor, under which the Company shall pay the Sponsor a fixed $10 thousand per month for office space, utilities and other administrative expenses. The monthly payments under this administrative services agreement commenced on the effective date of the registration statement for the initial Public Offering and will continue until the earlier of (i) the consummation of the Company’s initial Business Combination, or (ii) the Company’s liquidation. The composition of the Related Party balance as of December 31, 2022 and 2021 is as follows: December 31, December 31, In U.S. dollars Promissory notes 1,190,000 300,000 Accrual for Administrative Services Agreement - 10,000 1,190,000 310,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 - COMMITMENTS AND CONTINGENCIES: Underwriters’ Deferred Discount Under the Business Combination Marketing Agreement, the Company shall pay an additional fee (hereafter – the Deferred Commission) of 3.5% of the gross proceeds of the Public Offering (or $4,025,000) payable upon the Company’s completion of the initial Business Combination. The Deferred Commission will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes the Initial Business Combination. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 6 - FAIR VALUE MEASUREMENTS: The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Basis for Fair Value Measurement Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly; Level 3: Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement). The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 by level within the fair value hierarchy: Level December 31, December 31, Assets: Money market funds held in Trust Account 1 116,692,038 115,006,372 Liabilities: Private Warrant Liability 3 29,640 160,341 The estimated fair value of the Private Placement Warrants was determined using a binomial model to extract the market’s implied probability for an Initial Business Combination, using the Public Warrant’s market price. Once probability was extracted, a Black-Scholes-Merton model with Level 3 inputs was used to calculate the Private Warrants’ fair value. Inherent in a Black-Scholes-Merton model are assumptions related to expected life (term), expected stock price, volatility, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of selected peer companies’ Class A ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. The following table provides quantitative information regarding Level 3 fair value measurements inputs: As of As of Share price $ 10.0 $ 10.0 Strike price $ 11.5 $ 11.5 Volatility 50 % 50 % Risk-free interest rate 4.00 % 1.26 % Dividend yield 0.00 % 0.00 % In U.S dollars Value of private warrant liability measured with Level 3 inputs at Initial Measurement 342,684 Change in fair value of private warrant liability measured with Level 3 inputs (182,343 ) Value of warrant liability measured with Level 3 inputs at December 31, 2021 160,341 Change in fair value of private warrant liability measured with Level 3 inputs (130,701 ) Value of warrant liability measured with Level 3 inputs at December 31, 2022 29,640 |
Capital Deficiency
Capital Deficiency | 12 Months Ended |
Dec. 31, 2022 | |
Capital Deficiency [Abstract] | |
CAPITAL DEFICIENCY | NOTE 7 - CAPITAL DEFICIENCY: a. Ordinary Shares Class A Ordinary Shares On November 20, 2020 the Company issued 100,000 Class A ordinary shares of $0.0001 par value each to designees of the Representative (hereafter – the Representative Shares) for a consideration equal to the par value of the shares. The Representative Shares are deemed to be underwriters’ compensation by FINRA pursuant to Rule 5110 of the FINRA Manual. The Company accounted for the issuance of the Representative Shares as compensation expenses amounting to $860, with a corresponding credit to Additional Paid-In Capital, for the excess value over the consideration paid. The Company estimated the fair value of the issuance based upon the price of Class B Ordinary Shares that were issued to the Sponsor. Pursuant to the initial Public Offering and the concurrent Private Placement that were each effected in two closings— on February 19, 2021 and March 3, 2021— the Company issued and sold an aggregate of 11,500,000 and 380,000 Class A ordinary shares as part of the Units sold in those respective transactions. The Units (which also included Warrants) were sold at a price of $10 per Unit, and for an aggregate consideration of $115 million and $3.8 million in the Public Offering and Private Placement, respectively. See Note 3 above for further information regarding those share issuances. The Company classified its 11,500,000 Public Class A ordinary shares as temporary equity. The remaining 480,000 Private Class A ordinary shares were classified as permanent equity. Class B Ordinary Shares On November 20, 2020 the Company issued 2,875,000 Class B ordinary shares of $0.0001 par value each for a total consideration of $25 thousand to the Sponsor’s wholly-owned Delaware subsidiary. Out of the 2,875,00 Class B ordinary shares, up to 375,000 were subject to forfeiture if the underwriters were to not exercise their over-allotment in full or in part. Because the underwriters exercised their over-allotment option in full on March 3, 2021, that potential forfeiture did not occur. Class B ordinary shares are convertible into non-redeemable Class A ordinary shares, on a one-for-one basis, at any time and from time to time at the option of the holder, or automatically on the day of the Business Combination. Class B ordinary shares also possess the sole right to vote for the election or removal of directors, until the consummation of an initial Business Combination. b. Preferred shares The Company is authorized to issue up to 5,000,000 Preferred Shares of $0.0001 par value each. As of December 31, 2022, the Company has no preferred shares issued and outstanding. |
Net Profit (Loss) Per Share
Net Profit (Loss) Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Net Profit (Loss) Per Share [Abstract] | |
NET PROFIT (LOSS) PER SHARE | NOTE 8 – NET PROFIT (LOSS) PER SHARE: The following table reflects the calculation of basic and diluted net profit (loss) per share (in dollars, except share amounts): Year ended 2022 2021 Net profit (loss) for the year $ 584,025 $ (755,218 ) Accretion to Class A ordinary shares subject to possible redemption to redemption amount (“Accretion”) (1,685,666 ) - Net loss including Accretion $ (1,101,641 ) $ (755,218 ) Class A ordinary shares subject to possible redemption: Numerator: Net loss including Accretion $ (852,835 ) $ (565,976 ) Accretion 1,685,666 - $ 832,831 $ (565,976 ) Denominator: weighted average number of shares 11,500,000 9,875,342 Basic and diluted net profit (loss) per Class A ordinary share subject to possible redemption $ 0.07 $ (0.06 ) Non-redeemable Class A and B ordinary shares: Numerator: Net loss including Accretion $ (248,806 ) $ (189,242 ) Denominator: weighted average number of shares 3,355,000 3,301,959 Basic and diluted net loss per non-redeemable Class A and B ordinary share $ (0.07 ) $ (0.06 ) |
General and Administrative
General and Administrative | 12 Months Ended |
Dec. 31, 2022 | |
General and Administrative [Abstract] | |
GENERAL AND ADMINISTRATIVE | NOTE 9 - GENERAL AND ADMINISTRATIVE: The formation and other operating expenses for the years ended December 31, 2022 and 2021 are as follows: Year ended December 31, 2022 2021 In U.S. dollars Legal expenses 398,903 353,368 Audit, bookkeeping and accounting 143,101 110,237 Professional services 115,651 78,411 Management fees 120,000 109,295 Insurance 325,000 281,147 Nasdaq fees 129,500 - Other 187 11,475 1,232,342 943,933 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 - SUBSEQUENT EVENTS: a. Extension to mandatory liquidation date and redemptions On February 9, 2023 , the Company held an extraordinary general meeting in lieu of the 2022 annual general meeting of the Company (the “Meeting”). At the Meeting, the Company’s shareholders approved the proposal to amend, by way of special resolution, an amendment to the Amended and Restated Articles to extend the date by which Moringa has to consummate a business combination from February 19, 2023 to August 19, 2023 (the Extended Mandatory Liquidation Date) or such earlier date as may be determined by the Board in its sole discretion. In conjunction with the extension proposal, 8,910,433 Class A Ordinary Shares subject to possible redemption were redeemed for their redemption value, including accrued interest. b. Promissory notes On February 8, 2023 the Sponsor issued its Fifth Promissory Note to the Company, in an amount of $310 thousand, of which $125 thousand were withdrawn in two installments of $75 thousand and $50 thousand in February and March, respectively. The Sponsor is not obligated to loan the remaining $185 thousand. On February 9, 2023 the Sponsor issued its Sixth Promissory Note to the Company, in an amount of $480 thousand – in which the funds shall be despoited into the Company's trust account, in connection with the Extension. The Sponsor will pay the lesser of (x) $80,000 and (y) $0.04 per public share multiplied by the number of public shares outstanding on such applicable date, to the Company’s trust account on or before February 19, 2023, and the 19th day of each subsequent calendar month until August 19, 2023 or such earlier date that the board determines to liquidate the Company or the date an initial business combination is completed. The Promissory Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial business combination, or (b) Extended Mandatory Liquidation Date. As of the signing date of these financial statements, there have been two deposits into the trust account by the sposnsor, in an aggregated amount of $160 thousand. c. Nasdaq Deficiency Notice On March 28, 2023 (hereafter – the Notice Date) the Company received a notice from the Nasdaq Listing Qualifications Department indicating that it is not in compliance with Nasdaq Listing Rule 5550(a)(3) (hereafter – the Rule), according to which the Company must satisfy the Minimum Public Holders Rule which requires listed companies to have at least 300 public holders. The Company is currently in the process of drafting a plan to regain compliance with the Rule, which needs to be submitted within 45 days of the Notice Date. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | a. Basis of Presentation The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC. |
Emerging Growth Company | b. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible, because of the potential differences in accounting standards used. |
Cash and cash equivalents | c. Cash and cash equivalents The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use by nature of the account and are readily convertible to known amounts of cash. |
Class A Ordinary Shares subject to possible redemption | d. Class A Ordinary Shares subject to possible redemption As discussed in Note 1, all of the 11,500,000 shares of Class A ordinary shares sold as parts of the Units in the Public Offering contain a redemption feature. In accordance with the Accounting Standards Codification 480-10-S99-3A “Classification and Measurement of Redeemable Securities”, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company has classified all of the shares sold under the Public Units as subject to possible redemption. |
Net profit (loss) per share | e. Net profit (loss) per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net profit (loss) per share is computed by dividing net profit (loss) by the weighted average number of shares outstanding during the period. The Company applies the two-class method in calculating net profit (loss) per each class of shares: the non-redeemable shares, which include the Private Class A Ordinary Shares, as defined in Note 7, and the Class B ordinary shares (hereafter and collectively – Non-Redeemable class A and B ordinary shares; and the Class A ordinary shares subject to possible redemption. In order to determine the net profit (loss) attributable to each class, the Company first considered the total profit (loss) allocable to both sets of shares. This is calculated using the total net profit (loss) less any Interest Earned on Investments Held in Trust Account. Then, the Interest Earned on Investments Held in Trust Account for the period (being the accretion to redemption value of the Class A ordinary shares subject to possible redemption) is fully allocated to the Class A ordinary shares subject to redemption. As of December 31, 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares and then share in the earnings of the Company. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placements to purchase an aggregate of 5,940,000 warrants in the calculation of diluted net profit (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net profit (loss) per share is the same as basic net profit (loss) per share for each of the periods presented, and for each class. |
Concentration of credit risk | f. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. From the Company's incorporation and through December 31, 2022, the Company has not experienced any losses on these accounts. As of December 31, 2022, the Company held its cash and cash equivalents in an SVB bank account, and its investments Held in Trust Account in Goldman Sachs money market funds. Money market funds are characterized as Level 1 investments within the fair value hierarchy under ASC 820. |
Public Warrants | g. Public Warrants The Company applied the provisions of ASC 815-40 and classified its public warrants, issued as part of the Public Units as detailed in Note 3, as equity securities. |
Private Warrant liability | h. Private Warrant liability The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”, under which the warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, the Company classifies the private warrants as liabilities at their fair value and adjusts the private warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the private warrants are exercised or expire, and any change in fair value is recognized in the Company’s statement of operations. Refer to Note 6 for information regarding the model used to estimate the fair value of the Private Warrants (as defined in Note 3). |
Financial instruments | i. Financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures”, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. |
Use of estimates in the preparation of financial statements | j. Use of estimates in the preparation of financial statements The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results may differ from those estimates and such differences may have a material impact on the Company’s financial statements. |
Offering Costs | k. Offering Costs The Company complies with the requirements of the Accounting Standards Codification 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offering”. The Company incurred offering costs in connection with its Public Offering of $334,345. These costs, together with the upfront underwriter discount, of $2,300,000 were allocated between the sale of the Public Units and the Private Units. Out of the total amount of offering costs, an amount of $7,599 was allocated to the Private Warrant Liability, and therefore charged as an expense. |
Income tax | m. Income tax The Company accounts for income taxes in accordance with ASC 740, “Income Taxes (hereafter – ASC 740). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non-current in accordance with ASU 2015-17. The Company accounts for uncertain tax positions in accordance with ASC 740-10. ASC 740-10 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative probability) likely to be realized upon ultimate settlement. |
Recent accounting pronouncements | n. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted would have a material effect on the Company’s financial statements. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of composition of the related party balance | December 31, December 31, In U.S. dollars Promissory notes 1,190,000 300,000 Accrual for Administrative Services Agreement - 10,000 1,190,000 310,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy | Level December 31, December 31, Assets: Money market funds held in Trust Account 1 116,692,038 115,006,372 Liabilities: Private Warrant Liability 3 29,640 160,341 |
Schedule of quantitative information regarding level 3 fair value measurements inputs | As of As of Share price $ 10.0 $ 10.0 Strike price $ 11.5 $ 11.5 Volatility 50 % 50 % Risk-free interest rate 4.00 % 1.26 % Dividend yield 0.00 % 0.00 % |
Schedule of warrant liability measures | In U.S dollars Value of private warrant liability measured with Level 3 inputs at Initial Measurement 342,684 Change in fair value of private warrant liability measured with Level 3 inputs (182,343 ) Value of warrant liability measured with Level 3 inputs at December 31, 2021 160,341 Change in fair value of private warrant liability measured with Level 3 inputs (130,701 ) Value of warrant liability measured with Level 3 inputs at December 31, 2022 29,640 |
Net Profit (Loss) Per Share (Ta
Net Profit (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Net Profit (Loss) Per Share [Abstract] | |
Schedule of basic and diluted net profit (loss) per share | Year ended 2022 2021 Net profit (loss) for the year $ 584,025 $ (755,218 ) Accretion to Class A ordinary shares subject to possible redemption to redemption amount (“Accretion”) (1,685,666 ) - Net loss including Accretion $ (1,101,641 ) $ (755,218 ) Class A ordinary shares subject to possible redemption: Numerator: Net loss including Accretion $ (852,835 ) $ (565,976 ) Accretion 1,685,666 - $ 832,831 $ (565,976 ) Denominator: weighted average number of shares 11,500,000 9,875,342 Basic and diluted net profit (loss) per Class A ordinary share subject to possible redemption $ 0.07 $ (0.06 ) Non-redeemable Class A and B ordinary shares: Numerator: Net loss including Accretion $ (248,806 ) $ (189,242 ) Denominator: weighted average number of shares 3,355,000 3,301,959 Basic and diluted net loss per non-redeemable Class A and B ordinary share $ (0.07 ) $ (0.06 ) |
General and Administrative (Tab
General and Administrative (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
General and Administrative [Abstract] | |
Schedule of formation and other operating expenses | Year ended December 31, 2022 2021 In U.S. dollars Legal expenses 398,903 353,368 Audit, bookkeeping and accounting 143,101 110,237 Professional services 115,651 78,411 Management fees 120,000 109,295 Insurance 325,000 281,147 Nasdaq fees 129,500 - Other 187 11,475 1,232,342 943,933 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 03, 2021 | Feb. 19, 2021 | Dec. 31, 2022 | |
Description of Organization and Business Operations (Details) [Line Items] | |||
Net asset value per share (in Dollars per share) | $ 1 | ||
Net assets held in trust account percentage | 80% | ||
Net tangible assets | $ 5,000,001 | ||
Dissolution expenses | 100,000 | ||
Cash | 60,000 | ||
Accumulated deficit | 1,203,000 | ||
Public Offering [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
sale of units (in Shares) | 10,000,000 | ||
Private Placement [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
Trust account | 100,000,000 | ||
Additional trust account | $ 15,000,000 | ||
Over-Allotment Option [Member] | |||
Description of Organization and Business Operations (Details) [Line Items] | |||
sale of units (in Shares) | 1,500,000 |
Significant Accounting Polici_2
Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Accounting Policies [Abstract] | |
Share amount (in Shares) | shares | 11,500,000 |
Purchase shares (in Shares) | shares | 5,940,000 |
Federal depository insurance coverage | $ 250,000 |
Public offering cost | 334,345 |
Underwriter discount | 2,300,000 |
Offering costs | $ 7,599 |
Percentage of tax benefit | 50% |
Public Offering and Private P_2
Public Offering and Private Placements (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Public Offering and Private Placements (Details) [Line Items] | |
Offering price per share | $ 10 |
Aggregate share (in Shares) | shares | 352,857 |
Aggregate units (in Shares) | shares | 27,143 |
Business combination term | 5 years |
Warrants price per share | $ 0.01 |
Exceeds per share | $ 18 |
Underwriting commission percentage | 2% |
Underwriters' over-allotment (in Dollars) | $ | $ 2,300,000 |
Initial Public Offering [Member] | |
Public Offering and Private Placements (Details) [Line Items] | |
Sale of stock (in Shares) | shares | 11,500,000 |
Over-Allotment Option [Member] | |
Public Offering and Private Placements (Details) [Line Items] | |
Sale of stock (in Shares) | shares | 1,500,000 |
Private Placement [Member] | |
Public Offering and Private Placements (Details) [Line Items] | |
Price per share | $ 10 |
Class A Ordinary Share [Member] | |
Public Offering and Private Placements (Details) [Line Items] | |
Price per share | 11.5 |
Ordinary shares, par value | $ 0.0001 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2021 | Feb. 28, 2021 | Dec. 16, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 23, 2021 | Aug. 09, 2021 | Dec. 09, 2020 | |
Related Party Transactions (Details) [Line Items] | ||||||||
Borrowed under the promissory note | $ 170 | $ 890 | $ 300 | |||||
Prior period additional | $ 150 | |||||||
Additional amount | $ 20 | |||||||
Withdraw amount | $ 190 | $ 1,000 | ||||||
Administrative Services Agreement [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Other administrative expenses | $ 10 | |||||||
Public Offering [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Repaid of promissory note | $ 170 | |||||||
Promissory Note [Member] | ||||||||
Related Party Transactions (Details) [Line Items] | ||||||||
Principal amount | $ 300 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of composition of the related party balance - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Composition of The Related Party Balance [Abstract] | ||
Promissory notes | $ 1,190,000 | $ 300,000 |
Accrual for Administrative Services Agreement | 10,000 | |
Total | $ 1,190,000 | $ 310,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Commitments and Contingencies [Abstract] | |
Underwriters deferred discount percentage | 3.50% |
Gross proceeds | $ 4,025,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Level 1 [Member] | ||
Assets: | ||
Money market funds held in Trust Account | $ 116,692,038 | $ 115,006,372 |
Level 3 [Member] | ||
Liabilities: | ||
Private Warrant Liability | $ 29,640 | $ 160,341 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of quantitative information regarding level 3 fair value measurements inputs | 12 Months Ended | |
Dec. 31, 2022 $ / shares $ / item | Dec. 31, 2021 $ / shares $ / item | |
Schedule of Quantitative Information Regarding Level3 Fair Value Measurements Inputs [Abstract] | ||
Share price (in Dollars per share) | $ / shares | $ 10 | $ 10 |
Strike price (in Dollars per Item) | $ / item | 11.5 | 11.5 |
Volatility | 50% | 50% |
Risk-free interest rate | 4% | 1.26% |
Dividend yield | 0% | 0% |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of warrant liability measures - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Warrant Liability Measures Abstract | ||
Value of private warrant liability measured with Level 3 inputs at Initial Measurement, Beginning | $ 160,341 | $ 342,684 |
Change in fair value of private warrant liability measured with Level 3 inputs | (130,701) | (182,343) |
Value of private warrant liability measured with Level 3 inputs at Initial Measurement, Ending | $ 29,640 | $ 160,341 |
Capital Deficiency (Details)
Capital Deficiency (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Mar. 03, 2021 | Feb. 19, 2021 | Nov. 20, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Capital Deficiency (Details) [Line Items] | |||||
Shares as compensation expense (in Dollars) | $ 860 | ||||
Aggregate value (in Dollars) | $ 3,800,000 | ||||
Preferred shares authorized | 5,000,000 | 5,000,000 | |||
Preferred shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Class A Ordinary Shares [Member] | |||||
Capital Deficiency (Details) [Line Items] | |||||
Ordinary shares issued | 100,000 | 480,000 | 480,000 | ||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Issuance of stock | 380,000 | 11,500,000 | |||
Sale price per unit (in Dollars per share) | $ 10 | ||||
Consideration amount (in Dollars) | $ 115,000,000 | ||||
Temporary equity | 11,500,000 | 11,500,000 | |||
Remaining permanent equity shares | 480,000 | ||||
Class B Ordinary Shares [Member] | |||||
Capital Deficiency (Details) [Line Items] | |||||
Ordinary shares issued | 2,875,000 | 2,875,000 | 2,875,000 | ||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Total consideration | 25,000 | ||||
Ordinary share issued | 2,875,00 | ||||
Number of shares subject to forfeiture | 375,000 |
Net Profit (Loss) Per Share (De
Net Profit (Loss) Per Share (Details) - Schedule of basic and diluted net profit (loss) per share - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Basic and Diluted Net Profit Loss Per Share [Abstract] | ||
Net profit (loss) for the year | $ 584,025 | $ (755,218) |
Accretion to Class A ordinary shares subject to possible redemption to redemption amount (“Accretion”) | (1,685,666) | |
Net loss including Accretion | (1,101,641) | (755,218) |
Numerator: | ||
Net loss including Accretion | (852,835) | (565,976) |
Accretion | 1,685,666 | |
Total | $ 832,831 | $ (565,976) |
Denominator: | ||
weighted average number of shares (in Shares) | 11,500,000 | 9,875,342 |
Basic and diluted net profit (loss) per Class A ordinary share subject to possible redemption (in Dollars per share) | $ 0.07 | $ (0.06) |
Numerator: | ||
Net loss including Accretion | $ (248,806) | $ (189,242) |
Denominator: | ||
weighted average number of shares (in Shares) | 3,355,000 | 3,301,959 |
Basic and diluted net loss per non-redeemable Class A and B ordinary share (in Dollars per share) | $ (0.07) | $ (0.06) |
General and Administrative (Det
General and Administrative (Details) - Schedule of formation and other operating expenses - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
In U.S. dollars | ||
Legal expenses | $ 398,903 | $ 353,368 |
Audit, bookkeeping and accounting | 143,101 | 110,237 |
Professional services | 115,651 | 78,411 |
Management fees | 120,000 | 109,295 |
Insurance | 325,000 | 281,147 |
Nasdaq fees | 129,500 | |
Other | 187 | 11,475 |
Total | $ 1,232,342 | $ 943,933 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Mar. 31, 2023 | Feb. 28, 2023 | Feb. 09, 2023 | Feb. 08, 2023 | |
Subsequent Events (Details) [Line Items] | |||||
Investments held in trust account | $ 91,000 | ||||
Loan | $ 185 | ||||
Lesser description | The Sponsor will pay the lesser of (x) $80,000 and (y) $0.04 per public share multiplied by the number of public shares outstanding on such applicable date, to the Company’s trust account on or before February 19, 2023, and the 19th day of each subsequent calendar month until August 19, 2023 or such earlier date that the board determines to liquidate the Company or the date an initial business combination is completed. | ||||
Aggregated amount | $ 160 | ||||
Class A Ordinary Shares [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Shares subject to possible redemption (in Shares) | 8,910,433 | ||||
Subsequent Event [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Promissory note | $ 50 | $ 75 | $ 480 | $ 310 | |
Subsequent Event [Member] | Promissory Note [Member] | |||||
Subsequent Events (Details) [Line Items] | |||||
Promissory note | $ 125 |