Accounting Policies, by Policy (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 |
Accounting Policies, by Policy (Policies) [Line Items] | | |
Basis of Presentation | | a. The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) as set forth in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). The consolidated financial statements include accounts of the Company’s wholly -owned |
Use of estimates in the preparation of financial statements | | b. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include, but are not limited to, valuation allowance for deferred tax assets, share -based The Company also considered the impact of COVID -19 -lived |
Financial statements in U.S. dollars | | c. A substantial portion of the Company’s financing activities, including equity transactions and cash investments, are incurred in U.S. dollars. The Company’s managements believes that the U.S. dollar is the currency of the primary economic environment in which the Company operates. Thus, the functional and reporting currency of the Company is the U.S. dollar. The Company had determined the functional currency of its foreign subsidiaries is the U.S. dollar. The foreign operations are considered a direct and integral part or extension of the Company’s operations. The day -to-day Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are re -measured |
Cash and cash equivalents | | d. Cash and cash equivalents are short -term |
Short-term deposits | | e. -term Short -term -term |
Property and equipment | | f. Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight -line % Computers and peripheral equipment 33 Office furniture and equipment 7 |
Intangible assets | | g. Intangible assets are amortized on a straight -line |
Impairment of long-lived assets | | h. -lived Long -lived |
Revenue recognition | | i. Revenues are recognized in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), which applies to all contracts with customers. Under Topic 606, revenues are recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. To determine the appropriate revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: • • • • • At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within the contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. Company’s revenues are generated by providing online travel reservation services, which allows traveler using the Company’s platform to book hotel room reservation with hotel service providers on a stand -alone The Company’s contracts with hotel service providers provide the Company rates and availability information for rooms without transferring responsibility to deliver the service to the Company. Since the hotel service provider is the primarily responsible for providing the services, and the Company does not control the service provided by the hotel service provider to the traveler, the Company’s revenues are presented on a net basis in the consolidated statements of operations. The Company excludes all taxes assessed by a government authority, if any, from the measurement of transaction prices that are imposed on its travel related services or collected by the Company from travelers (which are therefore excluded from revenue). Cash collected from the travelers in advance includes the amounts owed to the hotel service providers and the Company’s commission. The Company records cash payment received from travelers as advance from travelers and deferred revenue. Advances from travelers represent the principal amount to be payable to the hotel service providers. Deferred revenue represents the Company’s estimated commission from the traveler. Payments to hotel service providers are generally due within 30 days of check -in The Company records the payments in advances from travelers and deferred revenues until the stayed night occurs, at which point the Company recognizes the revenue, net of amounts payable to hotel service providers, as this is when the Company’s performance obligation is satisfied. The balance of deferred revenues reflects the amount of the transaction price of the unsatisfied performance obligations at the end of reporting period. The Company anticipates that it will satisfy all of its performance obligation associated with the deferred revenue within a year of the balance sheet date. According to the Company’s agreement with some of its hotel service providers, the Company is entitled to commission based on the gross volume of revenue generated on the Company’s platform. Variable consideration is included in the transaction price if in the Company’s judgment it is probable that a significant future reversal of cumulative revenue under the contract will not occur. In certain transactions, the traveler has the option to cancel its booking before check -in The travelers pay the Company for the hotel room reservations when they book the reservation by payment to processing companies (“clearing companies”). The funds held by the clearing companies are classified as Funds held by clearing companies. Clearing fees are considered as fulfillment costs. The Company elected to use the practical expedient and recognize the costs as an expense when they occur since the amortization period of the assets that the Company otherwise would have recognized is one year or less. Similarly, the Company does not disclose the value of unsatisfied performance obligations since the original expected duration of the contracts is one year or less. |
Cost of revenue | | j. Cost of revenue primarily consist of payment processing charges, costs associated with third party data centers used to host the Company’s platform and the amortization of acquired technology (see also Note 5). |
Research and development costs, net | | k. Research and development expenses primarily consist of salaries and benefits related costs, third -party |
Royalty bearing grants | | l. Royalty bearing grants from the Israeli Innovation Authority (“IIA”) (previously known as the Office of the Chief Scientist) of the Ministry of Economy and Industry in Israel for funding of approved research and development projects are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred, and are presented as a deduction from research and development expenses. The Company recognized participations in research and development as a reduction of research and development expenses for the years ended December 31, 2021 and 2020 in the amount of $321 and $471, respectively. |
Advertising and Marketing Costs | | m. Advertising and Marketing costs consisting of online advertising expenses to promote the Company’s brand and expensed (“consumer traffic acquisition cost”) as incurred. For the years ended December 31, 2021 and 2020, advertising and marketing expenses were $12,223 and $1,231, respectively. |
Income tax | | n. The Company accounts for income taxes in accordance with ASC 740, “Income Taxes.” ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value, if it is more likely than not that some portion of the entire deferred tax asset will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740, “Income Taxes.” Accounting guidance addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements, under which a company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. |
Contingent Liabilities | | o. The Company accounts for its contingent liabilities in accordance with ASC No. 450, “Contingencies.” A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of December 31, 2021 and 2020, the Company is not a party to any litigation that could have a material adverse effect on the Company’s business, financial position, results of operations or cash flows. |
Concentration of credit risks | | p. Financial instruments that potentially subject the Company to credit risk primarily consist of cash and cash equivalents, short term deposits, funds held by clearing companies and receivables. For cash and cash equivalents, the Company is exposed to credit risk in the event of default by the financial institutions to the extent of the amounts recorded on the accompanying consolidated balance sheets exceed federally insured limits or similar limits in other jurisdictions. The Company places its cash and cash equivalents and short -term -quality For funds held by clearing companies, the Company is exposed to credit risk in the event of default by the clearing companies. The Company’s clearing companies consists of financial institutions with a high -quality For receivables, the Company is exposed to credit risk in the event of nonpayment to the extent of the amounts recorded on the accompanying consolidated balance sheets. |
Fair value of financial instruments | | q. The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three -tiered Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at measurement date. Level 2 — Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 — Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Cash and cash equivalents, short -term -term The fair value measurement of warrant liability (Note 7b, 7c and Note 9), SAFE (Note 7a), financial commitment assets (FCA) (Note 7b, 7c) and embedded derivative (Note 7b) are measured using unobservable inputs that require a high level of judgment to determine fair value, and thus are classified as Level 3 financial instruments. The Company estimates the fair value of warrant liability, SAFE, FCA and embedded derivative using the Binominal Option Pricing model, Monta Carlo Simulation model and Probability Weighted Expected Return Method, respectively. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instruments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. |
Leases | | r. The Company enters into various monthly operating leases for its operations. In certain lease agreements, the Company may receive renewals or expansion options, rent holidays, and other incentives. Lease expense is recognized over the term of the lease, starting when the Company takes possession of or controls the physical use of the property. |
Severance pay | | s. Pursuant to Section 14 of Israel’s Severance Compensation Law, 1963 (“Section 14”), all of the Company’s employees are included under this section and entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in their name with insurance companies. Payments in accordance with Section 14 release the Company from any future severance payments in respect of those employees. As a result, the Company does not recognize any liability for severance pay and the deposits under Section 14 are not recorded as an asset in the Company’s consolidated balance sheets. Severance cost amounted to $193 and $109 for the years ended December 31, 2021 and 2020, respectively. |
Net profit (loss) per share | | t. The Company computes net loss per share using the two -class -class -rata -converted The Company’s basic net loss per Ordinary Share is calculated by dividing net loss attributable to Ordinary Shares by the weighted -average -if-converted -dilutive |
Share-based compensation | | u. -based The Company accounts for share -based -Stock -based -pricing The Company recognizes compensation expenses for the value of its awards granted based on the straight -line -line The Company selected the Black -Scholes-Merton -options -pricing |
Recent accounting pronouncements | | v. As an “emerging growth company”, the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflects this election. In August 2020, the FASB issued ASU No. 2020 -06 -06 -06 -40 -06 -06 |
Recently Issued Accounting Pronouncements Not Yet Adopted | | w. In February 2016, the FASB issued ASU 2016 -02 -of-use -term In June 2016, the FASB issued ASU No. 2016 -13 |
Moringa Acquisition Corp [Member] | | |
Accounting Policies, by Policy (Policies) [Line Items] | | |
Basis of Presentation | a. The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC for interim financial information and the instructions to Form 10 -Q | a. The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the SEC. |
Use of estimates in the preparation of financial statements | j. The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results may differ from those estimates and such differences may have a material impact on the Company’s financial statements. | i. The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results may differ from those estimates and such differences may have a material impact on the Company’s financial statements. |
Cash and cash equivalents | c. The Company considers as cash equivalents all short -term -term As of June 30, 2022, the Company held its cash and cash equivalents in an SVB bank account, and its Investments Held in Trust Account in Goldman Sachs money market funds. Money market funds are characterized as Level I investments within the fair value hierarchy under ASC 820. | c. The Company considers as cash equivalents all short -term -term As of December 31, 2021, the Company held its cash and cash equivalents in an SVB bank account, and its investments Held in Trust Account in Goldman Sachs money market funds. Money market funds are characterized as Level I investments within the fair value hierarchy under ASC 820. |
Income tax | k. The Company accounts for income taxes in accordance with ASC 740, “Income Taxes (hereafter — ASC 740). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non -current The Company accounts for uncertain tax positions in accordance with ASC 740 -10 -10 -step | k. The Company accounts for income taxes in accordance with ASC 740, “Income Taxes (hereafter — ASC 740). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non -current The Company accounts for uncertain tax positions in accordance with ASC 740 -10 -10 -step |
Net profit (loss) per share | e. The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net profit (loss) per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company applies the two -class -Redeemable -Redeemable In order to determine the net loss attributable to each class, the Company first considered the total profit (loss) allocable to both sets of shares. This is calculated using the total net profit (loss) less any Interest Earned on Investments Held in Trust Account. The accretion to redemption value of the Class A ordinary shares subject to possible redemption is fully allocated to the Class A ordinary shares subject to redemption. For each of the three and six months ended June 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares and then share in the earnings of the Company. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placements to purchase an aggregate of 5,940,000 warrants in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net profit (loss) per share is the same as basic net profit (loss) per share for each of the periods presented, and for each class. | e. The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company applies the two -class -redeemable As of December 31, 2021, the Company had outstanding warrants to purchase up to 5,940,000 |
Recent accounting pronouncements | l. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted would have a material effect on the Company’s financial statements. | |
Emerging Growth Company | b. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible, because of the potential differences in accounting standards used. | b. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible, because of the potential differences in accounting standards used. |
Class A Ordinary Shares subject to possible redemption | d. As discussed in Note 1, all of the 11,500,000 -10-S99-3A Immediately upon the Closing of the Public Offering, the Company recognized the accretion from the offering costs allocated to the Class A Ordinary Shares subject to possible redemption, in an amount of $2,551,880. | d. As discussed in Note 1, all of the 11,500,000 -10-S99-3A Immediately upon the Closing of the Public Offering, the Company recognized the accretion from the offering costs allocated to the Class A Ordinary Shares subject to possible redemption. As of December 31, 2021, the shares of Class A Ordinary Shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: As of December 31, 2021 Gross proceeds $ 115,000,000 Less: Portion of offering costs attributable to Class A shares subject to possible redemption $ (2,551,880 ) Plus: Accretion to redemption value $ 2,551,880 Class A ordinary shares subject to possible redemption $ 115,000,000 |
Concentration of credit risk | f. Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | f. Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Public Warrant | g. The Company applied the provisions of ASC 815 -40 | Public Warrants The Company applied the provisions of ASC 815 -40 |
Private Warrant liability | h. The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging,” under which the warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re -measurement -Scholes-Merton | g. The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging,” under which the warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, the Company classifies the warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re -measurement -Scholes-Merton |
Financial instruments | i. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short -term | h. The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short -term |
Offering Costs | | j. The Company complies with the requirements of the Accounting Standards Codification 340 -10-S99-1 Out of the total amount of offering costs, an amount of $7,599 was allocated to the Private Warrant Liability, and therefore charged as an expense. |