Otonomo Technologies (OTMO) 6-K 25 Aug 23 2023 Q2 Current report (foreign) Financial data

Cover Page

Cover Page	6 Months Ended
	Jun. 30, 2023
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, 2023
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
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, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 19,867	$ 22,448
Short-term restricted cash	298	346
Short-term deposits	42,309	62,262
Marketable securities	56,733	55,587
Trade receivables, net	865	1,271
Other receivables and prepaid expenses	1,166	3,043
Total current assets	121,238	144,957
Non-current assets
Other long-term assets	432	606
Property and equipment, net	838	1,043
Operating lease right-of-use assets, net	1,628	2,040
Total non-current assets	2,898	3,689
Total assets	124,136	148,646
Current liabilities
Account payables	827	1,020
Other payables and accrued expenses	5,246	10,958
Deferred revenue	232	216
Current portion of operating lease liabilities	642	729
Current portion of contingent consideration	2,972	165
Total current liabilities	9,919	13,088
Non-Current liabilities
Warrants for ordinary shares	104	155
Operating lease liabilities, less current portion	852	1,225
Contingent consideration, less current portion	0	746
Other non-current liabilities	0	4
Total non-current liabilities	956	2,130
Total liabilities	10,875	15,218
Shareholders’ equity:
Ordinary shares, no par value; 30,000,000 shares authorized as of June 30, 2023, and December 31, 2022; 9,650,266 and 9,458,682 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively;	0	0
Additional paid-in capital	373,658	370,412
Accumulated other comprehensive loss	(5,466)	(4,850)
Accumulated deficit	(254,931)	(232,134)
Total shareholders' equity	113,261	133,428
Total liabilities and Shareholders' Equity	$ 124,136	$ 148,646

Interim Unaudited Condensed C_2

Interim Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Common stock, par value per share	$ 0	$ 0
Common stock, shares authorized	30,000,000	30,000,000
Common stock, shares issued	9,650,266	9,458,682
Common stock, shares outstanding	9,650,266	9,458,682

Interim Unaudited Condensed C_3

Interim Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenues	$ 3,465	$ 2,951
Costs and operating expenses:
Cost of services	1,644	1,341
Cloud infrastructure	1,289	2,492
Research and development	6,205	10,656
Sales and marketing	6,512	10,503
General and administrative	10,908	11,072
Depreciation and amortization	148	1,728
Contingent consideration expense (income)	2,061	(1,541)
Impairment of goodwill	0	37,000
Impairment of intangible assets	0	8,785
Total costs and operating expenses	28,767	82,036
Operating loss	(25,302)	(79,085)
Financial income, net	2,581	428
Loss before income tax expense	(22,721)	(78,657)
Income tax expense	(76)	(280)
Net loss for the period	$ (22,797)	$ (78,937)
Net loss per share attributable to ordinary shareholders, basic	$ (2.39)	$ (8.72)
Net loss per share attributable to ordinary shareholders, diluted	$ (2.39)	$ (8.72)
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic	9,558,418	9,048,392
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, diluted	9,558,418	9,048,392
Net loss for the period	$ (22,797)	$ (78,937)
Other comprehensive loss, net of tax:
Foreign currency translation adjustments	(462)	(2,388)
Unrealized gains on available-for-sale marketable securities, net	(154)	0
Total comprehensive loss for the period	$ (23,413)	$ (81,325)

Interim Unaudited Condensed C_4

Interim Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands	Ordinary shares [Member]	Additional paid-in capital [Member]	Retained Earnings [Member]	Accumulated other comprehensive loss [Member]	Total
Balance at Beginning at Dec. 31, 2021	$ 8,814,316	$ 349,825	$ 0	$ (101,062)	$ 248,763
Shares issued related to the business acquisitions	$ 0	10,691	0	0	10,691
Shares issued related to the business acquisitions (in Shares)	430,806
Issuance of shares in connection with stock-based compensation plans	$ 0	135	0	0	135
Issuance of shares in connection with stock-based compensation plans (in Shares)	83,787
Share based compensation	$ 0	4,881	0	0	4,881
Comprehensive loss	0	0	(2,388)	(78,937)	(81,325)
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	9,328,909
Balance at Beginning at Dec. 31, 2022	$ 0	370,412	(4,850)	(232,134)	133,428
Balance at Beginning (in Shares) at Dec. 31, 2022	9,458,682
Issuance of shares in connection with stock-based compensation plans	$ 0	69	0	0	$ 69
Issuance of shares in connection with stock-based compensation plans (in Shares)	191,584				72,777
Share based compensation	$ 0	3,177	0	0	$ 3,177
Comprehensive loss	0	0	(616)	(22,797)	(23,413)
Balance at Ending at Jun. 30, 2023	$ 0	$ 373,658	$ (5,466)	$ (254,931)	$ 113,261
Balance at Ending (in Shares) at Jun. 30, 2023	9,650,266

Interim Unaudited Condensed C_5

Interim Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities
Net loss	$ (22,797)	$ (78,937)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	148	1,728
Share based compensation	3,177	4,881
Revaluation of warrants	(51)	(1,451)
Impairment of Goodwill	0	37,000
Impairment of intangible assets	0	8,785
Contingent consideration expense (income)	2,061	(1,541)
Deferred tax expense (benefit)	(23)	(12)
Interest income and foreign currency translation loss	(1,432)	804
Other	(2)	0
Changes in operating assets and liabilities:
Trade receivables, net	424	(141)
Other receivables and prepaid expenses	1,427	1,279
Other payables and accrued expenses	(5,764)	1,085
Account payables	(205)	319
Other assets and liabilities	150	(306)
Net cash used in operating activities	(22,887)	(26,507)
Cash flows from investing activities
Proceeds from sale of property and equipment	71	0
Purchases of property and equipment	0	(137)
Proceeds from short-term bank deposits, net	20,417	(98)
Other long-term assets, net	0	(95)
Payments for business acquisitions, net of cash acquired	0	(11,020)
Net cash provided by (used in) investing activities	20,488	(11,350)
Cash flows from financing activities
Proceeds from exercise of share options and warrants	69	135
Net cash provided by financing activities	69	135
Foreign currency effect on cash and cash equivalents and short-term restricted cash	(299)	(886)
Net increase (decrease) in cash and cash equivalents and short-term restricted cash	(2,629)	(38,608)
Cash and cash equivalents and short-term restricted cash at the beginning of the period	22,794	208,079
Cash and cash equivalents and short-term restricted cash at the end of the period	20,165	169,471
Appendix A – Material non-cash financing activities:
Shares issued related to the business acquisitions	$ 0	$ 10,691

General

General	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
General	Note 1 - General A. 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, insurance carriers 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. On February 9, 2023, the Company and Urgent.ly, Inc. (“Urgently”), a provider of digital roadside and mobility assistance technology and services, entered into a definitive agreement to merge and the Company will become a wholly owned subsidiary of Urgently. Upon closing of the transaction, holders of the Company’s ordinary shares will receive common stock of Urgently. The Company’s shareholders and other equity holders will own, in the aggregate, approximately 33% of the combined company on a fully diluted basis, subject to the determination of the final exchange ratio pursuant to the terms set forth in the definitive agreement. The transaction is expected to close in the third or fourth quarter of 2023, subject to the approval of the Company’s shareholders and the satisfaction of other customary closing conditions. B. In the six months ended June 30, 2023, the Company sunsetted its connected vehicle data services (“CVD services”), which included services relating to multi-layered data, standardized and blurred to remove identifiers. The sunsetting of CVD services resulted in a further workforce reduction. The Company concluded that the services were not considered as a component according to ASC 205 and therefore were not considered as a discontinued operation. C. On August 3, 2023, the Company executed a 1-for-15 reverse share split of its Ordinary Shares. As a result of the reverse share split, every 15 issued and outstanding Ordinary Shares were automatically converted into one Ordinary Share. The reverse share split is intended to increase the per share trading price of the Ordinary Shares to enable the Company to regain compliance with the minimum bid price requirement in Nasdaq Listing Rule 5450(a)(1). As a result of the reverse share split, all Ordinary Shares, convertible preferred shares and options for Ordinary Shares, exercise price per share, and net loss per share amounts were adjusted retroactively for all periods presented throughout this document. The number of Ordinary Shares underlying the warrants were adjusted retroactively for all periods presented in these financial statements as a result of the reverse share split. The number of options and restricted share units outstanding and the number of Ordinary Shares underlying the options and restricted share units were adjusted retroactively for all periods presented in these financial statements as a result of the reverse share split.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2023
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 statement. All intercompany accounts and transactions have been eliminated. Operating results for the six months ended June 30, 2023, are not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2023. 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, 2022. 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 related disclosures at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may have a material impact on the Company’s financial statements. As applicable to these consolidated financial statements, the most significant estimate relates to the fair value of contingent consideration. 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, 2022. D. Foreign currencies The functional currency of the Company is the U.S. dollar. Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are re-measured into U.S. dollars in accordance with Accounting Standard Codification ("ASC") Topic 830 "Foreign Currency Matters." All transaction gains and losses of the re-measured monetary balance sheet items are reflected in the consolidated statements of operations as financial income or expenses, as appropriate.

Segments

Segments	6 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
Segments	Note 3 - Segments Otonomo operates its business and reports its financial results in two segments: (a) Connected Vehicles – connected vehicle data platform, which provides customers access to vehicle data and other value-added services (“Connected Vehicle”), complemented by Mobility Intelligence platform (“MI services”). (b) Insurance related Services – connected insurance technology to insurance carriers, comprised of The Floow acquired activity. The chief operating decision maker (“CODM”) reviews financial information prepared on a consolidated basis, accompanied by disaggregated information about revenues and contributed profit by the two identified reportable segments, to make decisions about resources to be allocated to the segments and assess their performance. Otonomo’s CODM does not regularly review asset information by reportable segment and, therefore, Otonomo does not report asset information by reportable segment. Segment loss is comprised of operating loss and does not include amortization, depreciation and certain other items. A. Segment information Six-month period ended June 30, 2023 Connected Vehicles Insurance related Services Total USD thousands USD thousands USD thousands (Unaudited) Revenues 395 3,070 3,465 Segment loss (16,581 ) (3,335 ) (19,916 ) Amounts not allocated to segments: Depreciation and amortization (148 ) Contingent consideration expense (2,061 ) Share-based compensation (3,177 ) Operating loss (25,302 ) Financial income, net 2,581 Loss before income tax expense (22,721 ) Six-month period ended June 30, 2022 Connected Vehicles Insurance related Services Total USD thousands USD thousands USD thousands (Unaudited) Revenues 1,794 1,157 2,951 Segment loss (26,350 ) (1,882 ) (28,232 ) Amounts not allocated to segments: Depreciation and amortization (1,728 ) Contingent consideration expense 1,541 Impairment of Goodwill (37,000 ) Impairment of intangible assets (8,785 ) Share-based compensation (4,881 ) Operating loss (79,085 ) Financial income, net 428 Loss before income tax expense (78,657 ) B. Revenue by geographical region of the Company’s customers Six-month Six-month period ended period ended June 30 June 30 2023 2022 USD thousands USD thousands (Unaudited) Americas 1,590 1,316 APAC 68 60 EMEA 1,807 1,575 Total revenues 3,465 2,951 C. Number of customers accounted for over 10% of the revenues For the six-month period ended June 30, 2023, the Company had two customers that accounted for 18% and 25% respectively, of its revenues. For the six-month period ended June 30, 2022, the Company had two customers that accounted for 14% and 12% respectively, of its revenues.

Fair Value Measurement

Fair Value Measurement	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurement	Note 4 - Fair Value Measurement The Company's financial assets and liabilities measured at fair value on a recurring basis, consisted of the following types of instruments: June 30, 2023 December 31, 2022 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 USD thousands (Unaudited) Money Market funds (1) 507 - - 447 - - U.S. Treasury securities (1) 2,267 - - 4,197 - - Corporate bonds (1) - 25,213 - - 32,516 - Commercial papers (1) - 11,928 - - 7,030 - U.S. government agency securities (1) - 16,564 - - 9,399 - Foreign bonds (1) - - - - 1,700 - Contingent consideration (2) - - (2,972 ) - - (911 ) Warrants for ordinary shares (3) - - (104 ) - - (155 ) 2,774 53,705 (3,076 ) 4,644 50,645 (1,066 ) (1) The following tables summarize the composition of marketable securities as of June 30, 2023: June 30, 2023 Amortized Cost Unrealized Gain/Losses Fair Value USD thousands (Unaudited) Money market funds 507 - 507 Available-for-sale debt securities Corporate bonds 25,335 (122 ) 25,213 Commercial papers 11,928 - 11,928 U.S. government agency securities 16,655 (91 ) 16,564 U.S. Treasury securities 2,272 (5 ) 2,267 Total 56,190 (218 ) 55,972 56,697 (218 ) 56,479 Accrued interest in an amount of $254 thousand are included in marketable securities on the consolidated balance sheets as of June 30, 2023. The following table summarizes the fair value and amortized cost of the available-for-sale debt securities by contractual maturity as of June 30, 2023: June 30, 2023 Amortized Cost Fair Value USD thousands (Unaudited) Due within one year 48,054 47,911 Due after one year through two years 8,136 8,061 Total 56,190 55,972 (2) Contingent consideration represents liabilities recorded at fair value in connection with acquisitions, and thus represents a level 3 measurement within the fair value hierarchy. The following table sets forth a summary of the changes in the fair value of the contingent consideration: USD thousands (Unaudited) Fair value as of January 1, 2023 911 Change in fair value 2,061 Fair value as of June 30, 2023 2,972 As of June 30, 2023, the Company evaluated the contingent consideration based on updated revenue growth assumptions, the Company’s ordinary shares fair value, and predominantly on the probability of the merger with Urgently Inc., resulting with an increase in the liability for contingent consideration of $2,061 thousand during the six-month period ended June 30, 2023. (3) In connection with the recapitalization, on August 13, 2021, the Company issued 5,200,000 private warrants, each exercisable to 1/15 ordinary share of the Company. The warrants were classified as a liability measured at fair value, with changes in fair value each period reported in the consolidated statements of operations. Refer to note 6. Other financial instruments consist mainly of cash and cash equivalents, deposits, receivables, and accounts payable. The fair value of these financial instruments approximates their carrying values.

Share-Based Compensation

Share-Based Compensation	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Share-Based Compensation	Note 5 - Share-Based Compensation Share Options A summary of the stock option activity is as follows: Number of Options Weighted Average exercise price Outstanding - Balance at January 1, 2023 535,737 $ 10.05 Forfeited (40,958 ) $ 10.15 Exercised (72,777 ) $ 0.89 Outstanding - Balance at June 30, 2023 422,002 $ 11.67 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 RSUs Fair Value Unvested Balance at January 1, 2023 704,350 $ 24.75 Granted * 143,620 $ 6.04 Vested (118,807 ) $ 36.02 Forfeited (372,454 ) $ 22.30 Unvested Balance at June 30, 2023 356,709 $ 20.00 * 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 2023 2022 USD thousand USD thousand Cost of services 31 13 Research and development 502 1,138 Sales and marketing 962 1,467 General and administrative 1,682 2,263 3,177 4,881

Warrants for Ordinary Shares

Warrants for Ordinary Shares	6 Months Ended
	Jun. 30, 2023
Stockholders' Equity Note [Abstract]
Warrants for Ordinary Shares	Note 6 - Warrants for Ordinary Shares The Fair value of the Warrants: June 30 December 31 2023 2022 Value of warrant per share $ 0.30 $ 0.45 Number of ordinary shares issuable upon exercise of warrants 346,667 346,667 Fair value of warrant liability (in USD thousand) $ 104 $ 155 For the period ended June 30, 2023, the Company recorded a financial expense of $51 thousand to the condensed consolidated statements of comprehensive loss as part of the financial income, net, relating to the warrant’s fair value increased in the period. The Black-Scholes assumptions used to value the private warrants are as follows: June 30 December 31 2023 2022 Volatility 90.2 % 89.1 % Risk-free interest rate 4.46 % 4.1 % Expected dividends 0.0 % 0.0 % Expected life (in years) 3.12 3.62

Net Loss Per Share Attributable

Net Loss Per Share Attributable to Ordinary Shareholders	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
Net Loss Per Share Attributable to Ordinary Shareholders	Note 7 - 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-months Six-months period ended period ended June 30 June 30 2023 2022 In USD thousands, except share data Numerator: Net loss (22,797 ) (78,937 ) Denominator: Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted 9,558,418 9,048,392 Net loss per share attributable to ordinary shareholders, basic and diluted (2.39 ) (8.72 ) Since the Company incurred net losses for each of the periods presented, diluted net loss per share is the same as basic net loss per share. All of the Company’s outstanding stock options and RSUs, as well as the warrants, were excluded in the calculation of diluted net loss per share as the effect would be anti-dilutive.

Subsequent events

Subsequent events	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent events	Note 8 - Subsequent events A. Exchange Offer and Consent Solicitation On July 24, 2023, the Company announced that it had commenced an exchange offer and consent solicitation relating to its outstanding warrants. On August 23, 2023, the Company announced the expiration and results of its exchange offer and consent solicitation relating to its outstanding warrants. The Company has been advised that 5,496,433 public warrants, or approximately 63.7% of the outstanding public warrants, and 5,200,000 private placement warrants, representing all of the outstanding private placement warrants, were validly tendered and not withdrawn prior to the expiration of the offer and consent solicitation. The Company expects to accept all validly tendered warrants in exchange for 0.0167 ordinary shares per warrant on or before August 25, 2023. In addition, pursuant to the consent solicitation, the Company received approval from the holders of a majority of the public warrants of an amendment to the warrant agreement governing the warrants (the “Warrant Amendment”). On August 23, 2023, the Company executed the Warrant Amendment and announced that it will exercise its right, in accordance with the terms of the Warrant Amendment, to exchange all remaining untendered warrants for ordinary shares at an exchange ratio of 0.01503 ordinary shares for each warrant. The Company has fixed the date for such exchange as September 7, 2023. B. Headquarters office lease On July 3, 2023, the Company amended its headquarters lease agreement as part of the Cost Reduction Initiative. The leased space and the lease payments were reduced by half, down to 745.5 sqm. This lease agreement covers the third quarter of 2023 with an option to extend until September 30, 2024, with a 30-day notice.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2023
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 statement. All intercompany accounts and transactions have been eliminated. Operating results for the six months ended June 30, 2023, are not necessarily indicative of the results that may be expected for any future period or for the year ending December 31, 2023. 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, 2022.
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 related disclosures at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may have a material impact on the Company’s financial statements. As applicable to these consolidated financial statements, the most significant estimate relates to the fair value of contingent consideration.
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, 2022.
Foreign currencies	D. Foreign currencies The functional currency of the Company is the U.S. dollar. Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are re-measured into U.S. dollars in accordance with Accounting Standard Codification ("ASC") Topic 830 "Foreign Currency Matters." All transaction gains and losses of the re-measured monetary balance sheet items are reflected in the consolidated statements of operations as financial income or expenses, as appropriate.

Segments (Tables)

Segments (Tables)	6 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
Schedule of segment reporting information, by segment	Six-month period ended June 30, 2023 Connected Vehicles Insurance related Services Total USD thousands USD thousands USD thousands (Unaudited) Revenues 395 3,070 3,465 Segment loss (16,581 ) (3,335 ) (19,916 ) Amounts not allocated to segments: Depreciation and amortization (148 ) Contingent consideration expense (2,061 ) Share-based compensation (3,177 ) Operating loss (25,302 ) Financial income, net 2,581 Loss before income tax expense (22,721 ) Six-month period ended June 30, 2022 Connected Vehicles Insurance related Services Total USD thousands USD thousands USD thousands (Unaudited) Revenues 1,794 1,157 2,951 Segment loss (26,350 ) (1,882 ) (28,232 ) Amounts not allocated to segments: Depreciation and amortization (1,728 ) Contingent consideration expense 1,541 Impairment of Goodwill (37,000 ) Impairment of intangible assets (8,785 ) Share-based compensation (4,881 ) Operating loss (79,085 ) Financial income, net 428 Loss before income tax expense (78,657 )
Schedule of revenue by major customers by reporting segments	Six-month Six-month period ended period ended June 30 June 30 2023 2022 USD thousands USD thousands (Unaudited) Americas 1,590 1,316 APAC 68 60 EMEA 1,807 1,575 Total revenues 3,465 2,951

Fair Value Measurement (Table)

Fair Value Measurement (Table)	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of fair value, assets and liabilities measured on recurring basis	June 30, 2023 December 31, 2022 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 USD thousands (Unaudited) Money Market funds (1) 507 - - 447 - - U.S. Treasury securities (1) 2,267 - - 4,197 - - Corporate bonds (1) - 25,213 - - 32,516 - Commercial papers (1) - 11,928 - - 7,030 - U.S. government agency securities (1) - 16,564 - - 9,399 - Foreign bonds (1) - - - - 1,700 - Contingent consideration (2) - - (2,972 ) - - (911 ) Warrants for ordinary shares (3) - - (104 ) - - (155 ) 2,774 53,705 (3,076 ) 4,644 50,645 (1,066 )
Schedule of amortized cost of available-for-sale debt securities	June 30, 2023 Amortized Cost Unrealized Gain/Losses Fair Value USD thousands (Unaudited) Money market funds 507 - 507 Available-for-sale debt securities Corporate bonds 25,335 (122 ) 25,213 Commercial papers 11,928 - 11,928 U.S. government agency securities 16,655 (91 ) 16,564 U.S. Treasury securities 2,272 (5 ) 2,267 Total 56,190 (218 ) 55,972 56,697 (218 ) 56,479
Schedule of composition of marketable securities	June 30, 2023 Amortized Cost Fair Value USD thousands (Unaudited) Due within one year 48,054 47,911 Due after one year through two years 8,136 8,061 Total 56,190 55,972
Schedule of fair value of contingent consideration	USD thousands (Unaudited) Fair value as of January 1, 2023 911 Change in fair value 2,061 Fair value as of June 30, 2023 2,972

Share-Based Compensation (Table

Share-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of stock option activity	Number of Options Weighted Average exercise price Outstanding - Balance at January 1, 2023 535,737 $ 10.05 Forfeited (40,958 ) $ 10.15 Exercised (72,777 ) $ 0.89 Outstanding - Balance at June 30, 2023 422,002 $ 11.67
Schedule of RSU activity	Weighted Average Number of Grant Date RSUs Fair Value Unvested Balance at January 1, 2023 704,350 $ 24.75 Granted * 143,620 $ 6.04 Vested (118,807 ) $ 36.02 Forfeited (372,454 ) $ 22.30 Unvested Balance at June 30, 2023 356,709 $ 20.00 * 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 2023 2022 USD thousand USD thousand Cost of services 31 13 Research and development 502 1,138 Sales and marketing 962 1,467 General and administrative 1,682 2,263 3,177 4,881

Warrants for Ordinary Shares (T

Warrants for Ordinary Shares (Tables)	6 Months Ended
	Jun. 30, 2023
Stockholders' Equity Note [Abstract]
Schedule of fair value of the warrants	June 30 December 31 2023 2022 Value of warrant per share $ 0.30 $ 0.45 Number of ordinary shares issuable upon exercise of warrants 346,667 346,667 Fair value of warrant liability (in USD thousand) $ 104 $ 155
Schedule of assumptions of warrants for ordinary shares	June 30 December 31 2023 2022 Volatility 90.2 % 89.1 % Risk-free interest rate 4.46 % 4.1 % Expected dividends 0.0 % 0.0 % Expected life (in years) 3.12 3.62

Net Loss Per Share Attributab_2

Net Loss Per Share Attributable to Ordinary Shareholders (Tables)	6 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
Schedule of basic and diluted net loss per share	Six-months Six-months period ended period ended June 30 June 30 2023 2022 In USD thousands, except share data Numerator: Net loss (22,797 ) (78,937 ) Denominator: Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic and diluted 9,558,418 9,048,392 Net loss per share attributable to ordinary shareholders, basic and diluted (2.39 ) (8.72 )

General (Narrative) (Details)

General (Narrative) (Details)	Aug. 03, 2023	Jun. 30, 2023
General [Line Items]
Reverse share split of ordinary shares	1-for-15
Urgently [Member]
General [Line Items]
Percentage of Interest own by shareholders and other equity holders		33%

Segments (Narrative) (Details)

Segments (Narrative) (Details)	6 Months Ended
	Jun. 30, 2023 Customers Segments	Jun. 30, 2022 Customers
Segment Reporting Information [Line Items]
Number of segments | Segments	2
Number of customer | Customers	2	2
Customer One [Member]
Segment Reporting Information [Line Items]
Customer revenue percentage	18%	14%
Customer Two [Member]
Segment Reporting Information [Line Items]
Customer revenue percentage	25%	12%

Segments - Schedule of segment

Segments - Schedule of segment reporting information, by segment (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Revenues	$ 3,465	$ 2,951
Segment loss	(19,916)	(28,232)
Depreciation and amortization	(148)	(1,728)
Contingent consideration expense	(2,061)	1,541
Impairment of goodwill	0	(37,000)
Impairment of intangible assets	0	(8,785)
Share-based compensation	(3,177)	(4,881)
Operating loss	(25,302)	(79,085)
Financial income, net	2,581	428
Loss before income tax expense	(22,721)	(78,657)
Connected Vehicles [Member]
Segment Reporting Information [Line Items]
Revenues	395	1,794
Segment loss	(16,581)	(26,350)
Insurance Related Services [Member]
Segment Reporting Information [Line Items]
Revenues	3,070	1,157
Segment loss	$ (3,335)	$ (1,882)

Segments - Schedule of revenue

Segments - Schedule of revenue by major customers by reporting segments (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Revenues	$ 3,465	$ 2,951
Americas [Member]
Segment Reporting Information [Line Items]
Revenues	1,590	1,316
APAC [Member]
Segment Reporting Information [Line Items]
Revenues	68	60
EMEA [Member]
Segment Reporting Information [Line Items]
Revenues	$ 1,807	$ 1,575

Fair Value Measurement (Narrati

Fair Value Measurement (Narrative) (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($) shares
Fair Value Disclosures [Abstract]
Accrued interest	$ 254
Change in fair value	$ 2,061
Warrant issued | shares	5,200,000

Fair Value Measurement - Schedu

Fair Value Measurement - Schedule of fair value, assets and liabilities measured on recurring basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	$ 2,774	$ 4,644
Level 1 [Member] | Money Market Funds [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	507	447
Level 1 [Member] | U.S. Treasury securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	2,267	4,197
Level 1 [Member] | Corporate bonds [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	0	0
Level 1 [Member] | Commercial papers [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	0	0
Level 1 [Member] | U.S. government agency securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	0	0
Level 1 [Member] | Foreign bonds [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	0	0
Level 1 [Member] | Contingent consideration [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	0	0
Level 1 [Member] | Warrants for ordinary shares [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	0	0
Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	53,705	50,645
Level 2 [Member] | Money Market Funds [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	0	0
Level 2 [Member] | U.S. Treasury securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	0	0
Level 2 [Member] | Corporate bonds [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	25,213	32,516
Level 2 [Member] | Commercial papers [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	11,928	7,030
Level 2 [Member] | U.S. government agency securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	16,564	9,399
Level 2 [Member] | Foreign bonds [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	0	1,700
Level 2 [Member] | Contingent consideration [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	0	0
Level 2 [Member] | Warrants for ordinary shares [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	0	0
Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	(3,076)	(1,066)
Level 3 [Member] | Money Market Funds [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	0	0
Level 3 [Member] | U.S. Treasury securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	0	0
Level 3 [Member] | Corporate bonds [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	0	0
Level 3 [Member] | Commercial papers [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	0	0
Level 3 [Member] | U.S. government agency securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	0	0
Level 3 [Member] | Foreign bonds [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	0	0
Level 3 [Member] | Contingent consideration [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	(2,972)	911
Level 3 [Member] | Warrants for ordinary shares [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of financial assets and liabilities recurring basis	$ (104)	$ (155)

Fair Value Measurement -Schedul

Fair Value Measurement -Schedule of composition of marketable securities (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amortized Cost	$ 56,697
Unrealized Gain/Losses	(218)
Fair value	56,479
Available-for-sale debt securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amortized Cost	56,190
Unrealized Gain/Losses	(218)
Fair value	55,972
Money Market Funds [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amortized Cost	507
Unrealized Gain/Losses	0
Fair value	507
Corporate bonds [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amortized Cost	25,335
Unrealized Gain/Losses	(122)
Fair value	25,213
Commercial papers [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amortized Cost	11,928
Unrealized Gain/Losses	0
Fair value	11,928
U.S. government agency securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amortized Cost	16,655
Unrealized Gain/Losses	(91)
Fair value	16,564
U.S. Treasury securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Amortized Cost	2,272
Unrealized Gain/Losses	(5)
Fair value	$ 2,267

Fair Value Measurement - Sche_2

Fair Value Measurement - Schedule of amortized cost of available-for-sale debt securities (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Amortized Cost
Amortized Cost - due within one year	$ 48,054
Amortized Cost - due after one year through two years	8,136
Amortized Cost	56,190
Fair Value
Fair Value - due within one year	47,911
Fair Value - due after one year through two years	8,061
Fair Value	$ 55,972

Fair Value Measurement - Sche_3

Fair Value Measurement - Schedule of fair value of contingent consideration (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value as of beginning	$ 911
Change in fair value	2,061
Fair value as of end	$ 2,972

Share-Based Compensation - Sche

Share-Based Compensation - Schedule of summary of the stock option activity (Details)	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Number of Options
Outstanding - Balance at January 1, 2023 | shares	535,737
Forfeited | shares	(40,958)
Exercised | shares	(72,777)
Outstanding - Balance at June 30, 2023 | shares	422,002
Weighted Average exercise price
Outstanding - Balance at January 1, 2023 | $ / shares	$ 10.05
Forfeited | $ / shares	10.15
Exercised | $ / shares	0.89
Outstanding - Balance at June 30, 2023 | $ / shares	$ 11.67

Share-Based Compensation - Sc_2

Share-Based Compensation - Schedule of restricted share units ("RSU") (Details) - Restricted Stock Units (RSUs) [Member] - Equity Incentive Plan [Member]	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Number of Options
Unvested Balance at January 1, 2023 | shares	704,350
Granted | shares	143,620	[1]
Vested | shares	(118,807)
Forfeited | shares	(372,454)
Unvested Balance at June 30, 2023 | shares	356,709
Weighted average exercise price
Unvested Balance at January 1, 2023 | $ / shares	$ 24.75
Granted | $ / shares	6.04	[1]
Vested | $ / shares	36.02
Forfeited | $ / shares	22.3
Unvested Balance at June 30, 2023 | $ / shares	$ 20
[1]The RSU awards generally vest over four years, with no exercise price.

Share-Based Compensation - Sc_3

Share-Based Compensation - Schedule of share based compensation expenses (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expenses	$ 3,177	$ 4,881
Cost of services [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expenses	31	13
Research and development [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expenses	502	1,138
Sales and marketing [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expenses	962	1,467
General and administrative [Member]
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expenses	$ 1,682	$ 2,263

Warrants for Ordinary Shares (N

Warrants for Ordinary Shares (Narrative) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
Financial income (expenses), net, relating to the warrants	$ 51	$ 1,451

Warrants for Ordinary Shares -

Warrants for Ordinary Shares - Schedule of fair value of the warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Financial Liabilities Fair Value Disclosure [Abstract]
Value of warrant per share	$ 0.3	$ 0.45
Number of ordinary shares issuable upon exercise of warrants	346,667	346,667
Fair value of warrant liability	$ 104	$ 155

Warrants for Ordinary Shares _2

Warrants for Ordinary Shares - Schedule of assumptions (Details)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Stockholders' Equity Note [Abstract]
Volatility	90.20%	89.10%
Risk-free interest rate	4.46%	4.10%
Expected dividends	0%	0%
Expected life (in years)	3 years 1 month 13 days	3 years 7 months 13 days

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, 2023	Jun. 30, 2022
Numerator:
Net loss	$ (22,797)	$ (78,937)
Denominator:
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, basic	9,558,418	9,048,392
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders, diluted	9,558,418	9,048,392
Net loss per share attributable to ordinary shareholders, basic	$ (2.39)	$ (8.72)
Net loss per share attributable to ordinary shareholders, diluted	$ (2.39)	$ (8.72)

Subsequent events (Narrative) (

Subsequent events (Narrative) (Details) - Subsequent Event [Member] - $ / shares	Aug. 23, 2023	Jul. 24, 2023
Subsequent Event [Line Items]
Public warrants received	5,496,433
Approximate percentage of outstanding public warrants were validly tendered and not withdrawn prior to expiration of offer	63.70%
Private warrants received	5,200,000
Warrants outstanding per share	$ 0.01503	$ 0.0167