Otonomo Technologies (OTMO) 6-K 22 Sep 22 2022 Q2 Current report (foreign) Financial data

Cover Page

Cover Page	6 Months Ended
	Jun. 30, 2022
Entity Addresses [Line Items]
Entity Registrant Name	OTONOMO TECHNOLOGIES LTD.
Document Type	6-K
Amendment Flag	false
Entity Central Index Key	0001842498
Document Period End Date	Jun. 30, 2022
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Entity Address, Address Line One	16 Abba Eban Blvd.
Entity Address, Country	IL
Entity Address, City or Town	Herzliya Pituach
Entity Address, Postal Zip Code	467256
Entity File Number	001-40744

Interim Unaudited Condensed Con

Interim Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 169,216	$ 207,842
Short-term restricted cash	255	237
Short-term investments	98	0
Account receivables, net	2,049	1,077
Other receivables and prepaid expenses	2,519	2,683
Total current assets	174,137	211,839
Non-current assets
Other long-term assets	361	254
Property and equipment, net	1,048	725
Operating lease right-of-use assets	3,449	0
Intangible assets, net	15,690	9,621
Goodwill	13,827	37,000
Total non-current assets	34,375	47,600
Total assets	208,512	259,439
Current liabilities
Account payables	1,201	312
Other payables and accrued expenses	11,900	8,405
Deferred revenue	341	35
Current portion of operating lease liabilities	1,204	0
Current portion of contingent consideration	5,120	0
Total current liabilities	19,766	8,752
Non-Current liabilities
Warrants for ordinary shares	473	1,924
Operating lease liabilities, less current portion	1,925	0
Contingent consideration, less current portion	3,203	0
Total non-current liabilities	5,601	1,924
Shareholders’ equity:
Ordinary shares, no par value; 450,000,000 shares authorized as at June 30, 2022 and December 31, 2021; 139,933,636 and 132,214,733 shares issued and outstanding as at June 30, 2022 and December 31, 2021, respectively	0	0
Additional paid-in capital	365,532	349,825
Accumulated other comprehensive loss	(2,388)	0
Accumulated deficit	(179,999)	(101,062)
Total shareholders' equity	183,145	248,763
Total liabilities and shareholders' equity	$ 208,512	$ 259,439

Interim Unaudited Condensed C_2

Interim Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Common Stock, Par or Stated Value Per Share	$ 0	$ 0
Common Stock, Shares Authorized	450,000,000	450,000,000
Common Stock, Shares, Issued	139,933,636	132,214,733
Common Stock, Shares, Outstanding	139,933,636	132,214,733

Interim Unaudited Condensed C_3

Interim Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands		6 Months Ended
		Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Revenue		$ 2,951	$ 496
Costs and operating expenses:
Cost of services		1,341	423
Cloud infrastructure		2,492	953
Research and development		10,656	4,383
Sales and marketing		10,503	2,682
General and administrative		11,072	1,896
Depreciation and amortization		1,728	64
Contingent consideration income		(1,541)	0
Impairment of Goodwill		37,000	0
Impairment of intangible assets		8,785	0
Total costs and operating expenses		82,036	10,401
Operating loss		(79,085)	(9,905)
Financial income (expenses), net		428	(3,142)
Loss before income tax expense		(78,657)	(13,047)
Income tax expense		(280)	(57)
Net loss for the period		$ (78,937)	$ (13,104)	[1]
Net loss per share attributable to ordinary shareholders, basic		$ (0.58)	$ (0.42)
Net loss per share attributable to ordinary shareholders, diluted		$ (0.58)	$ (0.42)	[1]
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic	[1]	135,725,885	31,517,618
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, diluted		135,725,885	31,517,618
Other comprehensive loss:
Foreign currency translation adjustments		$ (2,388)	$ 0
Total comprehensive loss for the period		$ (81,325)	$ (13,104)
[1]The Company effected a share split as of the Recapitalization, all ordinary share and redeemable convertible preferred shares amounts were adjusted retroactively for all periods. See also Note 7 in Company’s audited consolidated financial statements for the year ended December 31, 2021.

Interim Unaudited Condensed C_4

Interim Unaudited Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Shares and Shareholders' Equity (Deficit) - USD ($) $ in Thousands		Preferred Stock [Member] Convertible redeemable preferred shares [Member]	Ordinary shares [Member]	Additional paid-in capital [Member]		Accumulated other comprehensive loss [Member]	Accumulated deficit [Member]	Total
Balance at Beginning at Dec. 31, 2020		$ 77,702
Balance at Beginning (in Shares) at Dec. 31, 2020	[1]	62,926,410
Balance at Beginning at Dec. 31, 2020			$ 0	$ 10,357		$ 0	$ (70,128)	$ (59,771)
Balance at Beginning (in Shares) at Dec. 31, 2020	[1]		31,488,921
Exercise of warrants for redeemable convertible preferred shares		$ 10,896
Exercise of warrants for redeemable convertible preferred shares (in Shares)	[1]	1,179,456
Exercise of share options			$ 0	27		0	0	27
Exercise of share options (in Shares)	[1]		43,520
Share-based compensation			$ 0	1,048		0	0	1,048
Net loss for the period			0	0		0	(13,104)	(13,104)	[1]
Balance at Ending at Jun. 30, 2021			$ 0	11,432		0	(83,232)	(71,800)
Balance at Ending (in Shares) at Jun. 30, 2021	[1]		31,532,441
Balance at Ending at Jun. 30, 2021		$ 88,598
Balance at Ending (in Shares) at Jun. 30, 2021	[1]	64,105,866
Balance at Beginning at Dec. 31, 2021		$ 0
Balance at Beginning (in Shares) at Dec. 31, 2021	[1]	0
Balance at Beginning at Dec. 31, 2021			$ 0	349,825		0	(101,062)	248,763
Balance at Beginning (in Shares) at Dec. 31, 2021			132,214,733
Shares issued related to the business acquisitions			$ 0	10,691		0	0	10,691
Shares issued related to the business acquisitions (in Shares)	[1]		6,462,086
Exercises of public warrants			$ 0		[2]	0	0		[2]
Exercises of public warrants (in Shares)	[1]		20
Exercise of share options			$ 0	135		0	0	135
Exercise of share options (in Shares)	[1]		794,436
Exercise of RSU			$ 0	0		0	0	0
Exercise of RSU (in Shares)	[1]		462,361
Share-based compensation			$ 0	4,881		0	0	4,881
Net loss for the period			0	0		0	(78,937)	(78,937)
Other comprehensive loss			0	0		(2,388)	0	(2,388)
Balance at Ending at Jun. 30, 2022			$ 0	$ 365,532		$ (2,388)	$ (179,999)	$ 183,145
Balance at Ending (in Shares) at Jun. 30, 2022	[1]		139,933,636
Balance at Ending at Jun. 30, 2022		$ 0
Balance at Ending (in Shares) at Jun. 30, 2022	[1]	0
[1]The Company effected a share split as of the Recapitalization, all ordinary share and redeemable convertible preferred shares amounts were adjusted retroactively for all periods. See also Note 7 in Company’s audited consolidated financial statements for the year ended December 31, 2021.[2]Less than $1 thousand

Interim Unaudited Condensed C_5

Interim Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities
Net loss	$ (78,937)	$ (13,104)	[1]
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,728	64
Share-based compensation	4,881	1,048
Revaluation of warrants	(1,451)	3,165
Impairment of Goodwill	37,000	0
Impairment of intangible assets	8,785	0
Contingent consideration income	(1,541)	0
Deferred tax expense (benefit)	(12)	0
Changes in operating assets and liabilities:
Account receivables	(141)	(109)
Other receivables and prepaid expenses	1,279	(887)
Other payables and accrued expenses	1,085	176
Account payables	319	120
Deferred revenue	(35)	(190)
Other assets and liabilities	(271)	(1)
Net cash used in operating activities	(27,311)	(9,718)
Cash flows from investing activities
Purchases of property and equipment	(137)	(90)
Short-term investments, net	(98)	8,000
Other long-term assets, net	(95)	(1)
Payments for business acquisitions, net of cash acquired	(11,020)	0
Net cash provided by (used in) investing activities	(11,350)	7,909
Cash flows from financing activities
Proceeds from exercise of share options and warrants	135	27
Net cash provided by financing activities	135	27
Foreign currency effect on cash and cash equivalents and short-term restricted cash	(82)	0
Net decrease in cash and cash equivalents and short-term restricted cash equivalents	(38,608)	(1,782)
Cash and cash equivalents and Short-term restricted cash equivalents at the beginning of the period	208,079	14,984
Cash and cash equivalents and Short-term restricted cash equivalents as at end of the period	169,471	13,202
Appendix A – Material non-cash financing activities:
Conversion of warrants to redeemable convertible preferred shares	0	10,896
Shares issued related to the business acquisitions	$ 10,691	$ 0
[1]The Company effected a share split as of the Recapitalization, all ordinary share and redeemable convertible preferred shares amounts were adjusted retroactively for all periods. See also Note 7 in Company’s audited consolidated financial statements for the year ended December 31, 2021.

General

General	6 Months Ended
	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
General	Note 1 - General Otonomo Technologies Ltd. (together with its subsidiaries, “Otonomo”, or the “Company”) was incorporated as an Israeli corporation in December 2015. The Company provides an automotive data service platform enabling car manufacturers, drivers, and service providers to be part of a connected ecosystem as well as mobility intelligence which transforms vast amounts of anonymized data and activity signals into actionable, impactful, and valuable insights. The Company’s solutions are designed to run in public clouds.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 - Summary of Significant Accounting Policies A. Basis of Preparation The accompanying interim unaudited condensed consolidated financial statements included herein have been prepared by the Company in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements due to the permitted exclusion of certain disclosures for interim reporting. In management’s opinion, the interim financial data presented includes all adjustments necessary for a fair presentation. All intercompany accounts and transactions have been eliminated. Operating results for the six months ended June 30, 2022, are not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2022. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2021. B. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods and accompanying notes. Significant items subject to such estimates and assumptions include, but are not limited to, the fair value of assets acquired and liabilities assumed in business combinations, goodwill and purchased intangible assets valuation and impairment, useful lives of intangible assets, the fair value of contingent consideration, value of warrants to redeemable convertible preferred shares, warrants to ordinary shares and share based compensation including the determination of the fair value of the Company’s ordinary shares. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates. C. Significant Accounting Policies The Company’s significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, in the Company’s Annual Report for the year ended December 31, 2021. D. Foreign currencies The currency of the primary economic environment in which the operations of the Company are conducted is the U.S. dollar (“dollar” or “$”), thus; the dollar is the functional currency of the Company. In addition, the functional currency of the Company’s major foreign subsidiaries is generally U.S. dollar. For entities which their functional currency is their respective local currency, assets and liabilities are translated into U.S. Dollars at exchange rates in effect at each period end. Amounts classified in shareholders’ equity are translated at historical exchange rates. Revenues and expenses are translated at the average exchange rates during the period. The resulting translation adjustments are recorded in accumulated other comprehensive loss as a component of shareholders’ equity. E. Leases In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, “Leases (Topic 842),” which requires lessees to generally recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use assets, and to recognize on the statements of operations the expenses in a manner similar to prior practice. The Company adopted Topic 842 using the modified retrospective method as of January 1, 2022 and elected the transition option that allows the Company not to restate the comparative periods in the financial statements in the year of adoption. The Company determines if an arrangement is a lease at inception. The Company currently does not have any finance leases. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. Operating lease ROU assets include any prepaid lease payments. Certain lease agreements include rental payments adjusted periodically for the consumer price index (“CPI”). The ROU and lease liability were calculated using the initial CPI and are not subsequently adjusted. For short-term leases with a term of 12 months or less, operating lease ROU assets and liabilities are not recognized and the Company records lease payments in the Consolidated Statements of Operations on a straight-line basis over the lease term. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, because the interest rate implicit in the Company’s leases is not readily determinable. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The Company’s lease terms may include options to extend or terminate the lease. These options are reflected in the ROU asset and lease liability when it is reasonably certain that the Company will exercise the option. Operating lease expense is recognized on a straight-line basis over the lease term.

Share Based Compensation

Share Based Compensation	6 Months Ended
	Jun. 30, 2022
Share-based Payment Arrangement [Abstract]
Share Based Compensation	Note 3 - Share-Based Compensation Restricted Share Units ("RSU") A summary of RSU activity and related information under the Company's equity incentive plan and the RSU award is as follows: Weighted Average Number of grant date Options Fair Value Unvested Balance at January 1, 2022 3,838,865 Granted * 5,898,662 $ 2.08 Vested (403,024 ) $ 5.46 Forfeited (130,234 ) $ 3.87 Unvested Balance at June 30, 2022 9,204,269 * The RSU awards generally vest over four years, with no exercise price. The share-based compensation expenses by line item in the accompanying condensed consolidated statements of comprehensive loss is summarized as follows: Six-months Six-months period ended period ended June 30 June 30 2022 2021 USD thousand USD thousand Cost of Services 13 - Research and development 1,138 534 Sales and marketing 1,467 200 General and administrative 2,263 314 4,881 1,048

Warrants for ordinary shares

Warrants for ordinary shares	6 Months Ended
	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
Warrants for ordinary shares	Note 4 - Warrants for ordinary shares The Fair value of the Warrants: June 30 December 31 2022 2021 Value of warrant per share $ 0.09 $ 0.37 Number of ordinary shares issuable upon exercise of warrants 5,200,000 5,200,000 Fair value of warrant liability (in USD thousand) $ 473 $ 1,924 For the period ended June 30, 2022, the Company recorded a financial income of $1,451 thousand to the condensed consolidated statements of comprehensive loss as part of the financial income (expenses), net, relating to the warrant’s fair value decreased in the period. The Black-Scholes assumptions used to value the private warrants are as follows: June 30 December 31 2022 2021 Volatility 68.5 % 41.0 % Risk-free interest rate 3.01 % 1.2 % Expected dividends 0.0 % 0.0 % Expected life (in years) 4.12 4.6

Operating Lease

Operating Lease	6 Months Ended
	Jun. 30, 2022
Operating Lease, Liability [Abstract]
Operating Lease	Note 5 - Operating Lease The Company leases its headquarters in Israel. The lease agreement will expire in December 2022, and contains a renewal option of 2 years, which are reasonably certain to be exercised and therefore are factored into our determination of lease payments. In Addition, the Company acquired operating lease right-of-use assets and liabilities in Sheffield, UK, through the recent business combination of The Floow, which their lease agreements will expire in September 2027 and December 2029 . The following table presents the maturity of lease liabilities under the Company’s non-cancelable operating leases as Follows: USD thousand Six months ending December 31, 2022 538 2023 1,076 2024 1,076 2025 185 2026 185 Thereafter 260 Total undiscounted minimum lease payments 3,320 Less: Imputed interest (191 ) 3,129

Business Combinations

Business Combinations	6 Months Ended
	Jun. 30, 2022
Business Combinations [Abstract]
Business Combinations	Note 6 - Business Combinations Neura acquisition In respect of the Neura acquisition, during the six-month period ended June 30, 2022, the Company completed the issuance of 98,450 shares of the Company’s ordinary shares that was subject to Neura's working capital adjustments, which were finalized during the period. The Floow acquisition On April 14, 2022, the Company acquired 100% of the share capital of The Floow Limited (“The Floow”), a privately held company in the United Kingdom, a SaaS provider of connected insurance technology for major carriers globally. The total purchase consideration transferred for The Floow acquisition was approximately $31.3 million, comprised of approximately $10.8 million in cash, $10.7 million in equity for the fair value of 6,363,636 shares of the Company’s ordinary shares issued, and a contingent consideration of up to $12 million in cash and up to 6,545,454 of the Company’s ordinary shares, based on performance condition, which was evaluated at a fair value of the amount of $9.8 million as of the acquisition date. The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the date of acquisition: Fair Value Useful life USD thousand In years Net tangible assets and liabilities assumed (current and non-current) (1,355 ) Customer Relationships 9,454 8 Technology 7,881 5 Trademark 435 2 Goodwill 14,934 31,349 The Company is in the process of completing the valuation of the net tangible and intangible assets acquired and liabilities assumed, and its estimate of these values was still preliminary on June 30, 2022. Therefore, these provisional amounts are subject to change as the Company completes the valuation throughout the measurement period, which will be completed within 12 months of the acquisition date. Goodwill is primarily attributable to expected synergies arising from customer relationships, the expanded product availability to the Company’s existing and new customers, technology integration, and trademark, and the benefits from combining the activity of The Floow with the Company. Goodwill is not deductible for income tax purposes. In addition to the purchase consideration, the Company awarded performance based RSUs to certain key employees and expected to be released to these employees in one to two years from June 30, 2022, subject to their continued service. The results of the operations of The Floow have been included in the consolidated financial statements since the date of the acquisition. Additionally, the Company incurred transaction costs of $ 1,092 thousand during the six-month period ended June 30, 2022, which were included in general and administrative expenses in the interim unaudited condensed consolidated statements of comprehensive loss. Contingent Consideration As part of the purchase agreement, and as mentioned above, the Company is obligated to pay additional consideration to the former shareholders of The Floow (the "Sellers"), contingent upon achievement of certain future revenue of The Floow. The Sellers will have 24 months following July 1, 2022 (the "Completion Date"), to earn the additional consideration of up to $12,000 thousand in cash and up to 6,545,454 of the Company’s ordinary shares in 2 tranches paid every 12 months. As of acquisition, the Company evaluated the contingent consideration accrual related to the earnout provision in the amount of $9,864 thousand, which is reported in Current and Non-current contingent consideration in the accompanying condensed consolidated balance sheets. The Company used a probability-weighted future cash flows approach to estimate the contingent consideration. The amount accrued was discounted to include the present value of the liability. During the quarter ended June 30, 2022, the contingent consideration accrual decreased by $1,541 thousand that recorded under the contingent consideration income in the interim unaudited condensed consolidated statements of comprehensive loss. Pro Forma on acquisitions The following unaudited pro forma financial information summarizes the combined results of operations for the Company, Neura and The Floow, as if the acquisitions of Neura and The Floow had been completed on January 1, 2021. The unaudited pro forma financial information was as follows: Six-month Six-month Period ended Period ended June 30 June 30 2022 2021 USD thousands USD thousands Revenue 4,550 4,935 Net loss 80,458 19,334 The pro forma financial information for all periods presented above has been calculated after adjusting the results of Neura and The Floow to reflect the business combination accounting effects resulting from these acquisitions, including the amortization expense from acquired intangible assets and the share-based compensation expenses for unvested share options as though the acquisition had been completed on January 1, 2021. The historical consolidated financial statements have been adjusted in the pro forma combined financial statements to give effect to pro forma events that are directly attributable to the business combination and factually supportable. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of 2021.

Impairment of Goodwill and Inta

Impairment of Goodwill and Intangible assets	6 Months Ended
	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment of Goodwill and Intangible assets	Note 7 - Impairment of Goodwill and Intangible assets Goodwill is not amortized but rather tested for impairment at least annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination and is allocated to reporting units expected to benefit from the business combination. As a result of the decrease in the Company’s market capitalization during the second quarter of 2022, the Company performed an impairment test at June 30, 2022. The Company concluded that goodwill and the intangibles assets associated with the acquisition of Neura in 2021 had been impaired, and the Company fully wrote off the goodwill and intangible assets in the total amount of $45,785 thousand, comprised of impairment of goodwill in the amount of $37,000 thousand and technology in the amount of $8,785 thousand.

Net Loss Per Share Attributable

Net Loss Per Share Attributable to Ordinary Shareholders	6 Months Ended
	Jun. 30, 2022
Earnings Per Share [Abstract]
Net Loss Per Share Attributable to Ordinary Shareholders	Note 8 - 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: Six-month Six-month period ended period ended June 30 June 30 2022 2021* In USD thousands, except share data Numerator: Net loss (78,937 ) (13,104 ) Denominator: Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted 135,725,885 31,517,618 Net loss per share attributable to ordinary shareholders, basic and diluted (0.58 ) (0.42 ) The potential shares of ordinary shares that were excluded from the computation of diluted net loss per share attributable to ordinary shareholders for the periods presented because including them would have been anti-dilutive are as follows: Six-month Six-month period ended period ended June 30 June 30 2022 2021* In USD thousands, except share data Convertible redeemable preferred shares - 63,387,656 Warrants to convertible redeemable preferred shares - 1,081,168 Unvested RSU 6,241,041 - Outstanding share options 7,725,144 9,351,584 Total 13,966,185 73,820,408 * The Company effected a share split as of the Recapitalization, all ordinary share and redeemable convertible preferred shares amounts were adjusted retroactively for all periods. See also Note 7 in Company’s audited consolidated financial statements for the year ended December 31, 2021.

Contingent liability

Contingent liability	6 Months Ended
	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Contingent liability	Note 9 - Contingent liability On April 11, 2022, plaintiff Saman Mollaei filed a putative class action complaint against the Company in the Superior Court of the State of California for the County of San Francisco, which the Company then removed to the United States District Court for the Northern District of California. The complaint alleges that the Company violated Section 637.7 of the California Penal Code by allegedly using electronic tracking devices to determine the location or movements of people without their consent, and plaintiff purports to sue for damages and injunctive relief on behalf of a putative class of California vehicle owners and lessees whose location was allegedly tracked. The Company believes that the case is meritless and moved to dismiss the complaint in its entirety on June 13, 2022. At this preliminary stage, the Company is unable to assess the lawsuit's chances of success but intends to defend it vigorously. Thus, no provision has been made in the financial statements in respect of this claim.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 10 - Subsequent Events On August 23, 2022, the Company received written notification from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") dated August 23, 2022, indicating that the Company no longer satisfies Nasdaq Listing Rule 5450(a)(1) based upon a closing bid price of less than $1.00 per share for the Company’s ordinary shares for the prior 30 consecutive business day period. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided with a grace period of 180 days, or until February 20, 2023, to meet the minimum bid price requirement under the Nasdaq Listing Rules. If at any time during the 180-day grace period, the closing bid price of the ordinary shares is $1.00 per share or higher for at least ten consecutive business days, Nasdaq will provide the Company written confirmation of compliance and the matter will be closed. In the event the Company does not regain compliance within the 180-day grace period, and it meets all other listing standards and requirements, the Company may be eligible for an additional 180-day grace period, subject to determination by the staff of Nasdaq. During this time, our ordinary shares will continue to be listed and trade on the Nasdaq Capital Market. However, if the Company do not regain compliance with the Nasdaq’s continued listing standards and delist from the Nasdaq and our ordinary shares are not subsequently listed and registered on another national securities exchange, the Company will be unable to meet certain transaction requirements that would effectively prevent the selling shareholders from offering and selling ordinary shares under this registration statement.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of Preparation	A. Basis of Preparation The accompanying interim unaudited condensed consolidated financial statements included herein have been prepared by the Company in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements due to the permitted exclusion of certain disclosures for interim reporting. In management’s opinion, the interim financial data presented includes all adjustments necessary for a fair presentation. All intercompany accounts and transactions have been eliminated. Operating results for the six months ended June 30, 2022, are not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2022. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2021.
Use of Estimates	B. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods and accompanying notes. Significant items subject to such estimates and assumptions include, but are not limited to, the fair value of assets acquired and liabilities assumed in business combinations, goodwill and purchased intangible assets valuation and impairment, useful lives of intangible assets, the fair value of contingent consideration, value of warrants to redeemable convertible preferred shares, warrants to ordinary shares and share based compensation including the determination of the fair value of the Company’s ordinary shares. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates.
Significant Accounting Policies	C. Significant Accounting Policies The Company’s significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, in the Company’s Annual Report for the year ended December 31, 2021.
Foreign currencies	D. Foreign currencies The currency of the primary economic environment in which the operations of the Company are conducted is the U.S. dollar (“dollar” or “$”), thus; the dollar is the functional currency of the Company. In addition, the functional currency of the Company’s major foreign subsidiaries is generally U.S. dollar. For entities which their functional currency is their respective local currency, assets and liabilities are translated into U.S. Dollars at exchange rates in effect at each period end. Amounts classified in shareholders’ equity are translated at historical exchange rates. Revenues and expenses are translated at the average exchange rates during the period. The resulting translation adjustments are recorded in accumulated other comprehensive loss as a component of shareholders’ equity.
Leases	E. Leases In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-02, “Leases (Topic 842),” which requires lessees to generally recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use assets, and to recognize on the statements of operations the expenses in a manner similar to prior practice. The Company adopted Topic 842 using the modified retrospective method as of January 1, 2022 and elected the transition option that allows the Company not to restate the comparative periods in the financial statements in the year of adoption. The Company determines if an arrangement is a lease at inception. The Company currently does not have any finance leases. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. Operating lease ROU assets include any prepaid lease payments. Certain lease agreements include rental payments adjusted periodically for the consumer price index (“CPI”). The ROU and lease liability were calculated using the initial CPI and are not subsequently adjusted. For short-term leases with a term of 12 months or less, operating lease ROU assets and liabilities are not recognized and the Company records lease payments in the Consolidated Statements of Operations on a straight-line basis over the lease term. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, because the interest rate implicit in the Company’s leases is not readily determinable. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The Company’s lease terms may include options to extend or terminate the lease. These options are reflected in the ROU asset and lease liability when it is reasonably certain that the Company will exercise the option. Operating lease expense is recognized on a straight-line basis over the lease term.

Share Based Compensation (Table

Share Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2022
Share-based Payment Arrangement [Abstract]
Schedule of RSU activity	Weighted Average Number of grant date Options Fair Value Unvested Balance at January 1, 2022 3,838,865 Granted * 5,898,662 $ 2.08 Vested (403,024 ) $ 5.46 Forfeited (130,234 ) $ 3.87 Unvested Balance at June 30, 2022 9,204,269 * The RSU awards generally vest over four years, with no exercise price.
Schedule of share based compensation expenses	Six-months Six-months period ended period ended June 30 June 30 2022 2021 USD thousand USD thousand Cost of Services 13 - Research and development 1,138 534 Sales and marketing 1,467 200 General and administrative 2,263 314 4,881 1,048

Warrants for ordinary shares (T

Warrants for ordinary shares (Tables)	6 Months Ended
	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
Schedule of fair value of the warrants	June 30 December 31 2022 2021 Value of warrant per share $ 0.09 $ 0.37 Number of ordinary shares issuable upon exercise of warrants 5,200,000 5,200,000 Fair value of warrant liability (in USD thousand) $ 473 $ 1,924
Schedule of assumptions of warrants for ordinary shares	June 30 December 31 2022 2021 Volatility 68.5 % 41.0 % Risk-free interest rate 3.01 % 1.2 % Expected dividends 0.0 % 0.0 % Expected life (in years) 4.12 4.6

Operating Lease (Tables)

Operating Lease (Tables)	6 Months Ended
	Jun. 30, 2022
Operating Lease, Liability [Abstract]
Schedule of maturities of lease liabilities	USD thousand Six months ending December 31, 2022 538 2023 1,076 2024 1,076 2025 185 2026 185 Thereafter 260 Total undiscounted minimum lease payments 3,320 Less: Imputed interest (191 ) 3,129

Business Combinations (Tables)

Business Combinations (Tables)	6 Months Ended
	Jun. 30, 2022
Business Combinations [Abstract]
Schedule of business acquisitions estimated useful lives	Fair Value Useful life USD thousand In years Net tangible assets and liabilities assumed (current and non-current) (1,355 ) Customer Relationships 9,454 8 Technology 7,881 5 Trademark 435 2 Goodwill 14,934 31,349
Schedule of pro forma financial information	Six-month Six-month Period ended Period ended June 30 June 30 2022 2021 USD thousands USD thousands Revenue 4,550 4,935 Net loss 80,458 19,334

Net Loss Per Share Attributab_2

Net Loss Per Share Attributable to Ordinary Shareholders (Tables)	6 Months Ended
	Jun. 30, 2022
Earnings Per Share [Abstract]
Schedule of basic and diluted net loss per share	Six-month Six-month period ended period ended June 30 June 30 2022 2021* In USD thousands, except share data Numerator: Net loss (78,937 ) (13,104 ) Denominator: Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted 135,725,885 31,517,618 Net loss per share attributable to ordinary shareholders, basic and diluted (0.58 ) (0.42 )
Schedule of antidilutive ordinary shares excluded from computation of earnings per share	Six-month Six-month period ended period ended June 30 June 30 2022 2021* In USD thousands, except share data Convertible redeemable preferred shares - 63,387,656 Warrants to convertible redeemable preferred shares - 1,081,168 Unvested RSU 6,241,041 - Outstanding share options 7,725,144 9,351,584 Total 13,966,185 73,820,408 * The Company effected a share split as of the Recapitalization, all ordinary share and redeemable convertible preferred shares amounts were adjusted retroactively for all periods. See also Note 7 in Company’s audited consolidated financial statements for the year ended December 31, 2021.

Share Based Compensation - Sche

Share Based Compensation - Schedule of restricted share units ("RSU") (Details) - Restricted Stock Units (RSUs) [Member] - Equity Incentive Plan [Member]	6 Months Ended
	Jun. 30, 2022 $ / shares shares
Number of Options
Unvested Balance at January 1, 2022	3,838,865
Granted	5,898,662	[1]
Vested	(403,024)
Forfeited	(130,234)
Unvested Balance at June 30, 2022	9,204,269
Weighted average exercise price
Granted | $ / shares	$ 2.08	[1]
Vested | $ / shares	5.46
Forfeited | $ / shares	$ 3.87
[1]The RSU awards have generally vest over four years, with no exercise price.

Share Based Compensation - Sc_2

Share Based Compensation - Schedule of share based compensation expenses (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation expenses	$ 4,881	$ 1,048
Cost Of Services [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation expenses	13	0
Research and development [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation expenses	1,138	534
Sales and marketing [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation expenses	1,467	200
General and administrative [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share based compensation expenses	$ 2,263	$ 314

Warrants for ordinary shares -

Warrants for ordinary shares - Schedule of fair value of the warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Financial Liabilities Fair Value Disclosure [Abstract]
Value of warrant per share	$ 0.09	$ 0.37
Number of redeemable convertible preferred shares issuable upon exercise of warrants	5,200,000	5,200,000
Fair value of warrant liability	$ 473	$ 1,924

Warrants for ordinary shares _2

Warrants for ordinary shares - Schedule of assumptions (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Volatility	68.50%	41%
Risk-free interest rate	3.01%	1.20%
Expected dividends	0%	0%
Expected life (in years)	4 years 1 month 13 days	4 years 7 months 6 days

Warrants for ordinary shares (D

Warrants for ordinary shares (Detail Textuals) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Stockholders' Equity Note [Abstract]
Financial income (expenses), net, relating to the warrants	$ 1,451	$ (3,165)

Operating Lease - Schedule of m

Operating Lease - Schedule of maturity of lease liabilities (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Operating Lease, Liability [Abstract]
Six months ending December 31, 2022	$ 538
2023	1,076
2024	1,076
2025	185
2026	185
Thereafter	260
Total undiscounted minimum lease payments	3,320
Less: Imputed interest	(191)
Non-cancelable operating leases	$ 3,129

Operating Lease (Detail Textual

Operating Lease (Detail Textuals)	Jun. 30, 2022
Operating Lease, Liability [Abstract]
Weighted average renewal option term	2 years

Business Combinations - Schedul

Business Combinations - Schedule of estimated useful lives as of date of acquisition (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2022 USD ($)
Business Acquisition [Line Items]
Net tangible assets and liabilities assumed (current and non-current	$ (1,355)
Fair value of identifiable intangible assets	31,349
Customer Relationships [Member]
Business Acquisition [Line Items]
Fair value of identifiable intangible assets	$ 9,454
Useful life	8 years
Technology [Member]
Business Acquisition [Line Items]
Fair value of identifiable intangible assets	$ 7,881
Useful life	5 years
Trademark [Member]
Business Acquisition [Line Items]
Fair value of identifiable intangible assets	$ 435
Useful life	2 years
Goodwill [Member]
Business Acquisition [Line Items]
Fair value of identifiable intangible assets	$ 14,934

Business Combinations - Sched_2

Business Combinations - Schedule of pro forma financial information (Details) - Floow Ltd [Member] - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Business Acquisition [Line Items]
Revenue	$ 4,550	$ 4,935
Net loss	$ 80,458	$ 19,334

Business Combinations (Detail T

Business Combinations (Detail Textuals) - USD ($) $ in Thousands		6 Months Ended
	Apr. 14, 2022	Jun. 30, 2022	Jun. 30, 2021
Business Acquisition [Line Items]
Current and Non-current contingent liability		$ 9,864
Contingent liability expenses		$ 1,541	$ 0
Neura Inc's [Member]
Business Acquisition [Line Items]
Number of shares acquisition issued		98,450
Floow Ltd [Member]
Business Acquisition [Line Items]
Number of shares acquisition issued	6,363,636
Percentage of voting interests acquired	100%
Total purchase consideration transferred	$ 31,300
Value of shares acquisition issued	10,700
Acquisition fair value	9,800
Transaction costs	$ 10,800
Floow Ltd [Member] | General and Administrative Expense [Member]
Business Acquisition [Line Items]
Transaction costs		$ 1,092
Maximum [Member] | Floow Ltd [Member]
Business Acquisition [Line Items]
Number of shares acquisition issued	6,545,454	6,545,454
Total purchase consideration transferred	$ 12,000	$ 12,000

Impairment of Goodwill and In_2

Impairment of Goodwill and Intangible assets (Detail Textuals) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and intangible assets	$ 45,785
Impairment of goodwill	37,000	$ 0
Impairment of intangible assets	$ 8,785	$ 0

Net Loss Per Share Attributab_3

Net Loss Per Share Attributable to Ordinary Shareholders - Schedule of basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands		6 Months Ended
		Jun. 30, 2022	Jun. 30, 2021
Numerator:
Net loss		$ (78,937)	$ (13,104)	[1]
Denominator:
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic	[1]	135,725,885	31,517,618
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, diluted		135,725,885	31,517,618
Net loss per share attributable to ordinary shareholders, basic		$ (0.58)	$ (0.42)
Net loss per share attributable to ordinary shareholders, diluted		$ (0.58)	$ (0.42)	[1]
[1]The Company effected a share split as of the Recapitalization, all ordinary share and redeemable convertible preferred shares amounts were adjusted retroactively for all periods. See also Note 7 in Company’s audited consolidated financial statements for the year ended December 31, 2021.

Net Loss Per Share Attributab_4

Net Loss Per Share Attributable to Ordinary Shareholders - Schedule of antidilutive ordinary shares excluded from computation of earnings per share (Details) - shares	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	[1]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	13,966,185	73,820,408
Convertible redeemable preferred shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	63,387,656
Warrants to convertible redeemable preferred shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0	1,081,168
Unvested RSUs [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	6,241,041	0
Outstanding share options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	7,725,144	9,351,584
[1]The Company effected a share split as of the Recapitalization, all ordinary share and redeemable convertible preferred shares amounts were adjusted retroactively for all periods. See also Note 7 in Company’s audited consolidated financial statements for the year ended December 31, 2021.

Subsequent Events (Detail Textu

Subsequent Events (Detail Textuals)	1 Months Ended
	Aug. 23, 2022
Subsequent Event [Member] | Listing Qualifications Department [Member] | Nasdaq Stock Market Llc [Member]
Subsequent Event [Line Items]
Description of subsequent event	the Company no longer satisfies Nasdaq Listing Rule 5450(a)(1) based upon a closing bid price of less than $1.00 per share for the Company’s ordinary shares for the prior 30 consecutive business day period. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided with a grace period of 180 days, or until February 20, 2023, to meet the minimum bid price requirement under the Nasdaq Listing Rules. If at any time during the 180-day grace period, the closing bid price of the ordinary shares is $1.00 per share or higher for at least ten consecutive business days, Nasdaq will provide the Company written confirmation of compliance and the matter will be closed. In the event the Company does not regain compliance within the 180-day grace period, and it meets all other listing standards and requirements, the Company may be eligible for an additional 180-day grace period, subject to determination by the staff of Nasdaq.