Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2022 | |
Document Information Line Items | |
Entity Registrant Name | Holisto Ltd. |
Document Type | F-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Central Index Key | 0001944977 |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | L3 |
Entity Tax Identification Number | 00-0000000 |
Entity Address, Address Line One | Sderot Nim 2 |
Entity Address, City or Town | Rishon Le’Zion |
Entity Address, Country | IL |
City Area Code | +972 |
Local Phone Number | 72-233-6381 |
Contact Personnel Name | Puglisi & Associates |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | 850 Library Avenue |
Entity Address, City or Town | Newark |
City Area Code | (302) |
Local Phone Number | 738-6680 |
Entity Address, Address Line Two | Suite 204 |
Entity Address, State or Province | DE |
Entity Address, Postal Zip Code | 19711 |
Unaudited Condensed Balance She
Unaudited Condensed Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CURRENT ASSETS: | |||||
Cash and cash equivalents | $ 5,017 | $ 2,754 | $ 1,116 | ||
Short term deposit | 494 | 495 | 278 | ||
Funds held by clearing companies | 5,028 | 9,188 | 388 | ||
Other receivables and prepaid expenses | 7,044 | 2,515 | 515 | ||
Financial commitment asset | 203 | ||||
Total current assets | 17,583 | 15,155 | 2,297 | ||
NON – CURRENT ASSETS: | |||||
Intangible assets, net | 326 | 473 | 772 | ||
Property and equipment, net | 62 | 48 | 29 | ||
Total non-current assets | 388 | 521 | 801 | ||
TOTAL ASSETS | 17,971 | 15,676 | 3,098 | ||
CURRENT LIABILITIES: | |||||
Current maturity of long-term loan | 2,696 | 2,105 | |||
Trade payables | 5,524 | 5,602 | 690 | ||
Other accounts payable and accrued expenses | 1,414 | 745 | 316 | ||
Advances from travelers | 15,158 | 8,518 | 572 | ||
Deferred revenues | 2,328 | 1,491 | 114 | ||
Total current liabilities | 27,120 | 18,461 | 1,692 | ||
LONG-TERM LIABILITIES: | |||||
Long-term loan | 1,510 | 2,985 | |||
SAFE | 33,983 | 27,207 | 325 | ||
Warrant liability | 21,114 | 19,346 | 383 | ||
Total long-term liabilities | 56,607 | 49,538 | 708 | ||
COMMITMENTS AND CONTINGENT LIABILITIES: | |||||
SHAREHOLDERS’ DEFICIT: | |||||
Ordinary A shares | 465 | 465 | 465 | ||
Preferred shares | 10,000 | 10,000 | 10,000 | ||
Ordinary shares of value | [1] | ||||
Additional paid in capital | 1,515 | 1,290 | 827 | ||
Accumulated deficit | (77,736) | (64,078) | (10,594) | ||
Total shareholders’ deficit | (76,221) | (62,788) | (9,767) | ||
TOTAL LIABILITIES AND SHARES SUBJECT TO POSSIBLE REDEMPTION NET OF CAPITAL DEFICIENCY | 17,971 | 15,676 | 3,098 | ||
Moringa Acquisition Corp [Member] | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | $ 202,333 | 38,944 | 51,701 | ||
Investments held in Trust Account | 115,699,122 | 115,006,372 | |||
Prepaid expenses | 125,103 | 368,853 | |||
Deferred offering costs | 77,699 | ||||
LIABILITIES: | |||||
Accrued expenses and other payables | 2,446 | 38,576 | 29,400 | ||
Related party | 1,010,000 | 310,000 | 269,990 | ||
Private warrant liability | 19,247 | 160,341 | |||
TOTAL LIABILITIES | 1,031,693 | 508,917 | 299,390 | ||
NON – CURRENT ASSETS: | |||||
TOTAL ASSETS | 116,026,558 | 115,414,169 | 129,400 | ||
LONG-TERM LIABILITIES: | |||||
COMMITMENTS AND CONTINGENT LIABILITIES: | |||||
ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | 115,699,122 | 115,000,000 | |||
SHAREHOLDERS’ DEFICIT: | |||||
Ordinary shares of value | 48 | 48 | 10 | ||
Class B Ordinary Shares | 288 | 288 | 288 | ||
Preferred Shares value | |||||
Additional paid in capital | 156,872 | 855,994 | 25,572 | ||
Accumulated deficit | (861,465) | (951,078) | (195,860) | ||
Total shareholders’ deficit | (704,257) | $ (476,813) | (94,748) | (169,990) | |
TOTAL LIABILITIES AND SHARES SUBJECT TO POSSIBLE REDEMPTION NET OF CAPITAL DEFICIENCY | $ 116,026,558 | $ 115,414,169 | $ 129,400 | ||
[1]Represents an amount less than $1. |
Unaudited Condensed Balance S_2
Unaudited Condensed Balance Sheets (Parentheticals) | Sep. 30, 2022 $ / shares shares | Jun. 30, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2020 $ / shares shares |
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |
Ordinary shares, shares authorized | 604,780 | 604,780 | 620,780 | |
Ordinary shares, shares issued | 119,977 | 119,977 | 119,977 | |
Ordinary shares, shares outstanding | 119,977 | 119,977 | 119,977 | |
Preferred shares, par value (in Dollars per share) | (per share) | $ 0.01 | $ 0.01 | $ 0.01 | |
Preferred shares, shares authorized | 320,978 | 320,978 | 304,978 | |
Preferred shares, shares issued | 279,723 | 279,723 | 279,723 | |
Preferred shares, shares outstanding | 279,723 | 279,723 | 279,723 | |
Moringa Acquisition Corp [Member] | ||||
Preferred shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred shares, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |
Preferred shares, shares issued | ||||
Preferred shares, shares outstanding | ||||
CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION | 11,500,000 | 11,500,000 | ||
Redemption value (in Dollars per share) | $ / shares | $ 10.06 | $ 10 | $ 10 | |
Class A Ordinary Shares | ||||
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |
Ordinary shares, shares authorized | 74,220 | 74,220 | 74,220 | |
Ordinary shares, shares issued | 65,814 | 65,814 | 65,814 | |
Ordinary shares, shares outstanding | 65,814 | 65,814 | 65,814 | |
Class A Ordinary Shares | Moringa Acquisition Corp [Member] | ||||
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | |
Ordinary shares, shares issued | 480,000 | 480,000 | 100,000 | |
Ordinary shares, shares outstanding | 480,000 | 480,000 | 100,000 | |
Class B Ordinary Shares | Moringa Acquisition Corp [Member] | ||||
Ordinary shares, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |
Ordinary shares, shares issued | 2,875,000 | 2,875,000 | 2,875,000 | |
Ordinary shares, shares outstanding | 2,875,000 | 2,875,000 | 2,875,000 |
Unaudited Condensed Statements
Unaudited Condensed Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Revenues | $ 16,539 | $ 4,279 | $ 15,068 | $ 1,204 | |||||||
Cost of revenues | 6,440 | 1,572 | 4,817 | 514 | |||||||
Gross profit | 10,099 | 2,707 | 10,251 | 690 | |||||||
Research and development, net | 2,716 | 1,055 | 3,313 | 1,636 | |||||||
Sales and marketing | 14,166 | 4,169 | 14,139 | 1,895 | |||||||
GENERAL AND ADMINISTRATIVE | 1,609 | 817 | 2,026 | 774 | |||||||
Total operating expenses | 18,491 | 6,041 | 19,478 | 4,305 | |||||||
Operating loss | 8,392 | 3,334 | 9,227 | 3,615 | |||||||
Financial expenses, net | 5,259 | 6,785 | 44,251 | 121 | |||||||
Loss before taxes on income | 13,651 | 10,119 | 53,478 | 3,736 | |||||||
Taxes on income | 7 | 8 | 6 | 5 | |||||||
NET PROFIT (LOSS) FOR THE PERIOD | $ 13,658 | $ 10,127 | $ 53,484 | $ 3,741 | |||||||
Net loss per share attributable to Ordinary shareholders: | |||||||||||
BASIC NET LOSS PER SHARE (in Dollars per share) | $ 134.8 | $ 122.26 | $ 611.33 | [1] | $ 56.99 | [1] | |||||
Weighted-Average shares used in computing loss per share attributable to Ordinary shareholders: | |||||||||||
WEIGHTED AVERAGE NUMBER OF SHARE BASIC (in Shares) | 101,321 | 82,829 | 87,487 | [1] | 65,639 | [1] | |||||
Moringa Acquisition Corp | |||||||||||
NET PROFIT (LOSS) FOR THE PERIOD | $ 292,579 | $ (223,905) | $ (195,860) | $ 89,613 | $ (513,452) | $ (755,218) | |||||
Weighted-Average shares used in computing loss per share attributable to Ordinary shareholders: | |||||||||||
INTEREST EARNED ON INVESTMENTS HELD IN TRUST ACCOUNT | (6,372) | ||||||||||
GENERAL AND ADMINISTRATIVE | (237,001) | (222,822) | (195,860) | (744,231) | (510,537) | (943,933) | |||||
CHANGE IN FAIR VALUE OF PRIVATE WARRANT LIABILITY | 9,557 | (2,850) | 141,094 | (7,106) | $ 182,343 | ||||||
INTEREST EARNED ON INVESTMENTS HELD IN TRUST ACCOUNT | $ 520,023 | $ 1,767 | $ 692,750 | $ 4,191 | |||||||
Class A Ordinary Shares Subject To Possible Redemption | Moringa Acquisition Corp | |||||||||||
Net loss per share attributable to Ordinary shareholders: | |||||||||||
BASIC NET LOSS PER SHARE (in Dollars per share) | $ 0.03 | $ (0.02) | $ (0.16) | $ 0.02 | $ (0.04) | $ (0.06) | |||||
Weighted-Average shares used in computing loss per share attributable to Ordinary shareholders: | |||||||||||
WEIGHTED AVERAGE NUMBER OF SHARE BASIC (in Shares) | 11,500,000 | 11,500,000 | 41,837 | 11,500,000 | 9,303,704 | 9,875,342 | |||||
Non-Redeemable Class A and Class B Ordinary Shares | Moringa Acquisition Corp | |||||||||||
Net loss per share attributable to Ordinary shareholders: | |||||||||||
BASIC NET LOSS PER SHARE (in Dollars per share) | $ (0.02) | $ (0.02) | $ (0.16) | $ (0.04) | $ (0.04) | $ (0.06) | |||||
Weighted-Average shares used in computing loss per share attributable to Ordinary shareholders: | |||||||||||
WEIGHTED AVERAGE NUMBER OF SHARE BASIC (in Shares) | 3,355,000 | 3,355,000 | 1,202,806 | 3,355,000 | 3,443,296 | 3,301,959 | |||||
[1]see Note 15. |
Unaudited Condensed Statement_2
Unaudited Condensed Statements of Operations (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
DILUTED NET LOSS PER SHARE | $ 134.80 | $ 122.26 | $ 611.33 | $ 56.99 | |||||
WEIGHTED AVERAGE NUMBER OF SHARE DILUTED (in Shares) | 101,321 | 82,829 | 87,487 | 65,639 | |||||
Class A Ordinary Shares Subject To Possible Redemption | Moringa Acquisition Corp | |||||||||
DILUTED NET LOSS PER SHARE | $ 0.03 | $ (0.02) | $ (0.16) | $ 0.02 | $ (0.04) | $ (0.06) | |||
WEIGHTED AVERAGE NUMBER OF SHARE DILUTED (in Shares) | 41,837 | 9,875,342 | |||||||
Non-Redeemable Class A and Class B Ordinary Shares | Moringa Acquisition Corp | |||||||||
DILUTED NET LOSS PER SHARE | $ (0.02) | $ (0.02) | $ (0.16) | $ (0.04) | $ (0.04) | $ (0.06) | |||
WEIGHTED AVERAGE NUMBER OF SHARE DILUTED (in Shares) | 1,202,806 | 3,301,959 |
Unaudited Condensed Statement_3
Unaudited Condensed Statements of Changes in Shareholders’ Equity (Capital Deficiency) - USD ($) $ in Thousands | Class B Moringa Acquisition Corp Ordinary Shares | Class A Moringa Acquisition Corp Ordinary Shares | Moringa Acquisition Corp Additional paid-in capital | Moringa Acquisition Corp Accumulated deficit | Moringa Acquisition Corp | Preferred Shares | Ordinary A Shares | Ordinary Shares | Additional paid-in capital | Accumulated deficit | Total | |
Balance at Dec. 31, 2019 | $ 9,194 | $ 465 | [1] | $ 414 | $ (6,853) | $ (6,439) | ||||||
Balance (in Shares) at Dec. 31, 2019 | 250,056 | 65,814 | 119,977 | |||||||||
Issuance of Preferred A shares, net | $ 806 | |||||||||||
Issuance of Preferred A shares, net (in Shares) | 29,667 | |||||||||||
Share based compensation | 413 | 413 | ||||||||||
Net profit (loss) for the period | (3,741) | (3,741) | ||||||||||
Balance at Dec. 31, 2020 | $ 288 | $ 10 | $ 25,572 | $ (195,860) | $ (169,990) | $ 10,000 | $ 465 | [1] | 827 | (10,594) | (9,767) | |
Balance (in Shares) at Dec. 31, 2020 | 2,875,000 | 100,000 | 279,723 | 65,814 | 119,977 | |||||||
Balance at Sep. 23, 2020 | ||||||||||||
Issuance of Class B Ordinary Shares to the Sponsor | $ 288 | 24,712 | 25,000 | |||||||||
Issuance of Class B Ordinary Shares to the Sponsor (in Shares) | 2,875,000 | |||||||||||
Issuance of Class A Ordinary Shares to the representative of the underwriters | $ 10 | 860 | 870 | |||||||||
Issuance of Class A Ordinary Shares to the representative of the underwriters (in Shares) | 100,000 | |||||||||||
Net profit (loss) for the period | (195,860) | (195,860) | ||||||||||
Balance at Dec. 31, 2020 | $ 288 | $ 10 | 25,572 | (195,860) | (169,990) | $ 10,000 | $ 465 | [1] | 827 | (10,594) | (9,767) | |
Balance (in Shares) at Dec. 31, 2020 | 2,875,000 | 100,000 | 279,723 | 65,814 | 119,977 | |||||||
Issuance of Class B Ordinary Shares to the Sponsor | $ 38 | 3,380,610 | 3,380,648 | |||||||||
Issuance of Class B Ordinary Shares to the Sponsor (in Shares) | 380,000 | |||||||||||
Net profit (loss) for the period | (97,754) | (97,754) | ||||||||||
Balance at Mar. 31, 2021 | $ 288 | $ 48 | 855,994 | (293,614) | 562,716 | |||||||
Balance (in Shares) at Mar. 31, 2021 | 2,875,000 | 480,000 | ||||||||||
Accretion for public Class A ordinary shares to redemption amount | (2,550,188) | (2,550,188) | ||||||||||
Balance at Dec. 31, 2020 | $ 288 | $ 10 | 25,572 | (195,860) | (169,990) | $ 10,000 | $ 465 | [1] | 827 | (10,594) | (9,767) | |
Balance (in Shares) at Dec. 31, 2020 | 2,875,000 | 100,000 | 279,723 | 65,814 | 119,977 | |||||||
Share based compensation | 212 | 212 | ||||||||||
Net profit (loss) for the period | (10,127) | (10,127) | ||||||||||
Balance at Jun. 30, 2021 | $ 288 | $ 48 | 855,994 | (485,407) | 370,923 | $ 10,000 | $ 465 | [1] | 1,039 | (20,721) | (19,682) | |
Balance (in Shares) at Jun. 30, 2021 | 2,875,000 | 480,000 | 279,723 | 65,814 | 119,977 | |||||||
Balance at Dec. 31, 2020 | $ 288 | $ 10 | 25,572 | (195,860) | (169,990) | $ 10,000 | $ 465 | [1] | 827 | (10,594) | (9,767) | |
Balance (in Shares) at Dec. 31, 2020 | 2,875,000 | 100,000 | 279,723 | 65,814 | 119,977 | |||||||
Net profit (loss) for the period | (513,452) | |||||||||||
Balance at Sep. 30, 2021 | $ 288 | $ 48 | 855,994 | (709,312) | 147,018 | |||||||
Balance (in Shares) at Sep. 30, 2021 | 2,875,000 | 480,000 | ||||||||||
Balance at Dec. 31, 2020 | $ 288 | $ 10 | 25,572 | (195,860) | (169,990) | $ 10,000 | $ 465 | [1] | 827 | (10,594) | (9,767) | |
Balance (in Shares) at Dec. 31, 2020 | 2,875,000 | 100,000 | 279,723 | 65,814 | 119,977 | |||||||
Share based compensation | 463 | 463 | ||||||||||
Net profit (loss) for the period | (755,218) | (755,218) | (53,484) | (53,484) | ||||||||
Balance at Dec. 31, 2021 | $ 288 | $ 48 | 855,994 | (951,078) | (94,748) | $ 10,000 | $ 465 | [1] | 1,290 | (64,078) | (62,788) | |
Balance (in Shares) at Dec. 31, 2021 | 2,875,000 | 480,000 | 279,723 | 65,814 | 119,977 | |||||||
Sale of 380,000 Private Class A ordinary shares, net of issuance costs (see Note 3) | $ 38 | 3,380,610 | 3,380,648 | |||||||||
Sale of 380,000 Private Class A ordinary shares, net of issuance costs (see Note 3) (in Shares) | 380,000 | |||||||||||
Accretion for public Class A ordinary shares to redemption amount | (2,550,188) | (2,550,188) | ||||||||||
Balance at Mar. 31, 2021 | $ 288 | $ 48 | 855,994 | (293,614) | 562,716 | |||||||
Balance (in Shares) at Mar. 31, 2021 | 2,875,000 | 480,000 | ||||||||||
Net profit (loss) for the period | (191,793) | (191,793) | ||||||||||
Balance at Jun. 30, 2021 | $ 288 | $ 48 | 855,994 | (485,407) | 370,923 | $ 10,000 | $ 465 | [1] | 1,039 | (20,721) | (19,682) | |
Balance (in Shares) at Jun. 30, 2021 | 2,875,000 | 480,000 | 279,723 | 65,814 | 119,977 | |||||||
Net profit (loss) for the period | (223,905) | (223,905) | ||||||||||
Balance at Sep. 30, 2021 | $ 288 | $ 48 | 855,994 | (709,312) | 147,018 | |||||||
Balance (in Shares) at Sep. 30, 2021 | 2,875,000 | 480,000 | ||||||||||
Balance at Dec. 31, 2021 | $ 288 | $ 48 | 855,994 | (951,078) | (94,748) | $ 10,000 | $ 465 | [1] | 1,290 | (64,078) | (62,788) | |
Balance (in Shares) at Dec. 31, 2021 | 2,875,000 | 480,000 | 279,723 | 65,814 | 119,977 | |||||||
Net profit (loss) for the period | (245,659) | (245,659) | ||||||||||
Balance at Mar. 31, 2022 | $ 288 | $ 48 | 855,994 | (1,196,737) | (340,407) | |||||||
Balance (in Shares) at Mar. 31, 2022 | 2,875,000 | 480,000 | ||||||||||
Balance at Dec. 31, 2021 | $ 288 | $ 48 | 855,994 | (951,078) | (94,748) | $ 10,000 | $ 465 | [1] | 1,290 | (64,078) | (62,788) | |
Balance (in Shares) at Dec. 31, 2021 | 2,875,000 | 480,000 | 279,723 | 65,814 | 119,977 | |||||||
Share based compensation | 225 | 225 | ||||||||||
Net profit (loss) for the period | (13,658) | (13,658) | ||||||||||
Balance at Jun. 30, 2022 | $ 288 | $ 48 | 676,895 | (1,154,044) | (476,813) | $ 10,000 | $ 465 | [1] | 1,515 | (77,736) | (76,221) | |
Balance (in Shares) at Jun. 30, 2022 | 2,875,000 | 480,000 | 279,723 | 65,814 | 119,977 | |||||||
Balance at Dec. 31, 2021 | $ 288 | $ 48 | 855,994 | (951,078) | (94,748) | $ 10,000 | $ 465 | [1] | 1,290 | (64,078) | (62,788) | |
Balance (in Shares) at Dec. 31, 2021 | 2,875,000 | 480,000 | 279,723 | 65,814 | 119,977 | |||||||
Net profit (loss) for the period | 89,613 | |||||||||||
Balance at Sep. 30, 2022 | $ 288 | $ 48 | 156,872 | (861,465) | (704,257) | |||||||
Balance (in Shares) at Sep. 30, 2022 | 2,875,000 | 480,000 | ||||||||||
Balance at Mar. 31, 2022 | $ 288 | $ 48 | 855,994 | (1,196,737) | (340,407) | |||||||
Balance (in Shares) at Mar. 31, 2022 | 2,875,000 | 480,000 | ||||||||||
Net profit (loss) for the period | 42,693 | 42,693 | ||||||||||
Balance at Jun. 30, 2022 | $ 288 | $ 48 | 676,895 | (1,154,044) | (476,813) | $ 10,000 | $ 465 | [1] | $ 1,515 | $ (77,736) | $ (76,221) | |
Balance (in Shares) at Jun. 30, 2022 | 2,875,000 | 480,000 | 279,723 | 65,814 | 119,977 | |||||||
Subsequent accretion of Class A Ordinary Shares subject to possible redemption to amount as of September 30, 2022 | (179,099) | (179,099) | ||||||||||
Net profit (loss) for the period | 292,579 | 292,579 | ||||||||||
Balance at Sep. 30, 2022 | $ 288 | $ 48 | 156,872 | $ (861,465) | (704,257) | |||||||
Balance (in Shares) at Sep. 30, 2022 | 2,875,000 | 480,000 | ||||||||||
Subsequent accretion of Class A Ordinary Shares subject to possible redemption to amount as of September 30, 2022 | $ (520,023) | $ (520,023) | ||||||||||
[1]Represents an amount less than $1. |
Unaudited Condensed Statement_4
Unaudited Condensed Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||||||
Net profit (loss) for the period | $ (13,658) | $ (10,127) | $ (53,484) | $ (3,741) | |||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||
Depreciation and amortization | 157 | 160 | 322 | 141 | |||
Share-based compensation | 225 | 212 | 463 | 413 | |||
Amortization of debt discount | (47) | 22 | 808 | ||||
Decrease (increase) in funds held by clearing companies | 4,160 | (4,528) | (8,800) | (241) | |||
Increase in other receivable and prepaid expenses | (4,529) | (985) | (2,000) | (403) | |||
Increase (decrease) in trade payables | (78) | 1,213 | 4,912 | 577 | |||
Increase in accrued expenses and other liabilities | 669 | 286 | 429 | 118 | |||
Increase in advances from travelers | 6,640 | 4,594 | 7,946 | (6) | |||
Increase in deferred revenues | 837 | 1,019 | 1,377 | (4) | |||
Remeasurement of financial assets | 203 | 56 | (12) | ||||
Remeasurement of SAFE | 2,776 | 4,170 | 25,207 | ||||
Remeasurement of Warrant liability | 1,768 | 2,300 | 17,819 | 97 | |||
Net cash provided by (used in) operating activities | (877) | (1,608) | (5,013) | (3,049) | |||
Cash flows from investing activities: | |||||||
Purchase of property and equipment | (24) | (21) | (42) | (17) | |||
Purchase of intangible asse | (896) | ||||||
Investment in short-term deposits | (43) | (217) | (278) | ||||
Net cash used in investing activities | (24) | (64) | (259) | (1,191) | |||
Cash flows from financing activities: | |||||||
Proceeds from long-term loans | 3,066 | 5,500 | |||||
Repayment of long-term loans | (837) | (265) | |||||
Proceeds from issuance of SAFE | 4,000 | 1,675 | 1,675 | 325 | |||
Proceeds from issuance of Preferred A Shares, net | 1,092 | ||||||
Net cash provided by financing activities | 3,163 | 4,741 | 6,910 | 1,417 | |||
Increase (decrease) in cash and cash equivalents | 2,263 | 3,069 | 1,638 | (2,823) | |||
Cash and cash equivalent at the beginning of the period | 2,754 | 1,116 | $ 2,754 | $ 1,116 | 1,116 | 3,939 | |
Cash and cash equivalents at the end of the period | $ 1,116 | 5,017 | 4,185 | 2,754 | 1,116 | ||
Supplement disclosure of cash flow information: | |||||||
Interest paid | 258 | 91 | 416 | ||||
Tax paid | 7 | 8 | 6 | 6 | |||
Moringa Acquisition Corp | |||||||
Cash flows from operating activities: | |||||||
Net profit (loss) for the period | (195,860) | 89,613 | (513,452) | (755,218) | |||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||
Changes in the fair value of the private warrant liability | (141,094) | 7,106 | (182,343) | ||||
Decrease (increase) in prepaid expenses | 243,750 | (450,103) | (368,853) | ||||
Decrease in related party | 120,000 | (110,000) | (110,000) | ||||
Increase (decrease) in accrued expenses | (36,130) | 32,676 | |||||
Decrease in Accrued expenses and other payables | 9,178 | ||||||
Other | 860 | ||||||
Net cash provided by (used in) operating activities | (75,000) | 156,139 | (1,033,773) | (1,407,236) | |||
Cash flows from financing activities: | |||||||
Issuance of Class B Ordinary Shares | 25,000 | ||||||
Issuance of Class A Ordinary Shares | 10 | ||||||
Sale of Public Units | 115,000,000 | 115,000,000 | |||||
Payment of underwriting commissions and offering expenses | (2,549,159) | (2,549,159) | |||||
Sale of Private Units | 3,800,000 | 3,800,000 | |||||
Proceeds from a promissory note – related party | 149,990 | 700,000 | 20,000 | 320,000 | |||
Repayment of promissory note – related party | (169,990) | (169,990) | |||||
Payment of deferred offering costs | (48,299) | ||||||
Net cash provided by financing activities | 126,701 | 700,000 | 116,100,851 | 116,400,851 | |||
INCREASE IN CASH, CASH EQUIVALENTS AND INVESTMENTS HELD IN A TRUST ACCOUNT | 51,701 | 856,139 | 115,067,078 | 114,993,615 | |||
Cash and cash equivalent at the beginning of the period | $ 115,045,316 | $ 51,701 | 115,045,316 | 51,701 | 51,701 | ||
Cash and cash equivalents at the end of the period | 51,701 | 115,901,455 | 115,118,779 | 115,045,316 | 51,701 | ||
RECONCILIATION OF CASH, CASH EQUIVALENTS AND INVESTMENTS HELD IN A TRUST ACCOUNT: | |||||||
Cash and cash equivalents | 51,701 | 202,333 | 114,588 | 38,944 | 51,701 | ||
Investments held in trust account | 115,699,122 | 115,004,191 | 115,006,372 | ||||
Total cash, cash equivalents and investments held in trust account | 51,701 | 115,901,455 | 115,118,779 | 115,045,316 | $ 51,701 | ||
SUPPLEMENTARY INFORMATION REGARDING NON-CASH ACTIVITIES: | |||||||
Deferred offering costs | $ 77,699 | (77,699) | |||||
Accrued expenses | $ 29,400 |
General
General | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
General [Abstarct] | ||
GENERAL | NOTE 1:- GENERAL a. -based www.gosplitty.com www.traveluro.com www.holisto.com b. c. d. e. f. -owned Contemporaneously with the execution of the BCA, the Company, Moringa and an unaffiliated institutional investor (the “Investor”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) for a 5% secured senior convertible note in the amount of $30,000 with a maturity of two On September 5, 2022, the Securities Purchase Agreement was terminated. As a result of the termination, neither the Company nor Moringa have any obligation to the Investor under the Securities Purchase Agreement, Investor Note, Financing Warrant and other agreements related thereto other that the payment by the Company of the Investor’s legal fees of up to $305, of which $50 has been paid. g. The Company is planning to finance its operations from its existing and future working capital resources and to continue to evaluate additional sources of capital and financing. However, there is no assurance that additional capital and/or financing will be available to the Company, and even if available, whether it will be on terms acceptable to the Company or in amounts required. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. h. The travel industry has seasonal characteristics, and therefore seasonality has an impact on the activities of the companies operating in this field. In general, the summer season is the most active season in the number of bookings in the field of travel. In late 2021 and 2022, the travel market was affected by a pent -up -19 | NOTE 1:- a. -based www.gosplitty.com www.traveluro.com b. c. d. e. -term These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. f. The travel industry has seasonal characteristics, and therefore seasonality has an impact on the activities of the companies operating in this field. In general, it can be said that the summer season is the most active season in the number of bookings in the field of travel. In late 2021 and 2022, the travel market was affected by a pent -up -19 g. -19 In late 2019, the Corona virus (“COVID -19 -19 Following the spread of COVID -19 The decline and even the avoidance of flights caused by the Coronavirus crisis, has caused significant damage to the global travel industry, and as a result, also harmed hotels around the world. The Company first saw the impact of Corona epidemic in the US, the main market in which the Company operates, at the end of the first quarter of 2020 which included a decrease in revenue as a result of a decrease in bookings and an increase in cancellations. As part of Company’s preparation for the crisis following the Corona pandemic, the Company has worked to reduce its fixed and variable expenses including reducing salaries costs and marketing costs. The Company launched its platform in mid 2020. Revenue during 2019 and 2020, before the launch, were primarily from product testing of the Company’s platform for consumers. Since the Company launched its product,, the Company focused on domestic travel within the destination countries in which it operates, primarily the United States. Since the product launch, the Company’s marketing efforts have been primarily in the United States. Even though there have been some improvements in the economic and operating conditions for the Company’s business since the outset of the COVID -19 -term -19 |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies [Abstract] | |||
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES a. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. In management’s opinion, the unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. The Company’s interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s annual consolidated financial statements and accompanying notes for its fiscal year ended December 31, 2021. The significant accounting policies applied in the annual financial statements of the Company as of December 31, 2021, are applied consistently in these interim consolidated financial statements, unless otherwise stated. b. The preparation of condensed 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. The Company’s management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities at the dates of the consolidated financial statements, and the reported amount of expenses during the reporting periods. Actual results could differ from those estimates. c. 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. d. In February 2016, the FASB issued ASU 2016 -02 -of-use -term In June 2016, the FASB issued ASU No. 2016 -13 | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES 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 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 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 d. Cash and cash equivalents are short -term e. -term Short -term -term 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 g. Intangible assets are amortized on a straight -line h. -lived Long -lived 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 service fee. The Company records cash payment received from travelers as advance from travelers and deferred revenue. Advance from travelers represent the principally amount to be payable to the hotel service providers. Deferred revenue represents the Company’s estimated service fee 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 services providers, the Company is entitled to commission based on the 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 As of December 31, 2021 and 2020, an amount of $1,491 and $114, respectively, are subject to cancelation. 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. 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). k. Research and development expenses primarily consist of salaries and benefits related costs, third -party 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. 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. 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. 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. 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. 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. 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. 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. t. The Company computes net loss per share using the two -class -class -rata -converted The Company’s basic net loss per share is calculated by dividing net loss attributable to Ordinary shareholders by the weighted -average -if-converted -dilutive 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 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 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] | |||
Significant Accounting Policies [Abstract] | |||
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: a. Basis of Presentation 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 b. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible, because of the potential differences in accounting standards used. c. Cash and cash equivalents The Company considers as cash equivalents all short -term -term As of September 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. d. Class A Ordinary Shares subject to possible redemption As discussed in Note 1, all of the 11,500,000 shares of Class A ordinary shares sold as parts of the Units in the Public Offering contain a redemption feature. In accordance with the Accounting Standards Codification 480 -10-S99-3A 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. e. Net profit (loss) per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net profit (loss) per share is computed by dividing net profit (loss) by the weighted average number of shares outstanding during the period. The Company applies the two -class -redeemable -Redeemable In order to determine the net profit (loss) attributable to each class, the Company first considered the total profit (loss) allocable to both sets of shares. This is calculated using the total net profit (loss) less any Interest Earned on Investments Held in Trust Account. Then, the Interest Earned on Investments Held in Trust Account for the period (being the accretion to redemption value of the Class A ordinary shares subject to possible redemption) is fully allocated to the Class A ordinary shares subject to redemption. For each of the three and nine months ended September 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 net profit (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net profit (loss) per share is the same as basic net profit (loss) per share for each of the periods presented, and for each class. f. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. g. Public Warrants The Company applied the provisions of ASC 815 -40 h. Private Warrant liability The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”, under which the warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, the Company classifies the 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 i. Financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures”, approximates the carrying amounts represented in the balance sheet, primarily due to their short -term j. Use of estimates in the preparation of financial statements The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results may differ from those estimates and such differences may have a material impact on the Company’s financial statements. k. Income tax The Company accounts for income taxes in accordance with ASC 740, “Income Taxes (hereafter — ASC 740). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non -current -17 The Company accounts for uncertain tax positions in accordance with ASC 740 -10 -10 -step l. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted would have a material effect on the Company’s financial statements. | NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: 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. 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. 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. 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 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 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. g. The Company applied the provisions of ASC 815 -40 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 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 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. 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. 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 |
Other Receivables and Prepaid E
Other Receivables and Prepaid Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Other Receivables and Prepaid Expenses [Abstract] | |
OTHER RECEIVABLES AND PREPAID EXPENSES | NOTE 3:- OTHER RECEIVABLES AND PREPAID EXPENSES December 31, 2021 2020 Deposits *) $ 588 $ 281 AII grants receivable 120 83 Prepaid expenses 1,188 119 Governmental institutions 116 25 Receivables from hotel service providers 496 — Other 7 7 $ 2,515 $ 515 __________ *) |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment, Net [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4:- PROPERTY AND EQUIPMENT, NET Composition of property and equipment is as follows: December 31, 2021 2020 Cost: Computers and peripheral equipment $ 103 $ 62 Office furniture and equipment 3 2 106 64 Accumulated depreciation: Computers and peripheral equipment 56 35 Office furniture and equipment 2 — 58 35 Depreciated cost $ 48 $ 29 Depreciation expenses for the years ended December 31, 2021 and 2020 were $23 and $17, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | NOTE 5:- INTANGIBLE ASSETS In July 2020, the Company completed the acquisition of technology from an Israeli company in the travel industry, for a total consideration of approximately $896 (net of acquisition cost). The technology is amortized over 3 years. Amortization expense for the years ended December 31, 2021 and 2020 amounted to $299 and $124, respectively, and is included in cost of revenues. |
Other Accounts Payable and Accr
Other Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Other Accounts Payable and Accrued Expenses [Abstract] | |
OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 6:- OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, 2021 2020 Paycheck protection program loan (1) $ — $ 21 Employees liabilities 468 253 Accrued expenses 273 37 Government institutions 4 5 $ 745 $ 316 (1) |
Long-Term Loans
Long-Term Loans | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
LONG-TERM LOANS | NOTE 3:- LONG-TERM LOANS a. Pursuant to the applicable agreements, the SAFE automatically converts into Preferred Shares upon a future equity financing of at least $3,000 in which the Company sold such Preferred Shares. The number of Preferred Shares into which the SAFE would convert would be SAFE amount divided by the lower of (i) per -share -share -share -share Upon an event of liquidation (e.g., change in control or initial public offering (which includes a merger transaction with a SPAC) or dissolution), SAFE holders can choose to either receive cash payment equal to their respective SAFE investment amount or receive from the Company a number of Ordinary Shares equal to the SAFE investment amount divided by a per -share by dividing a valuation cap of $21,000 by the Company capitalization, on a fully diluted basis, immediately prior to the event of liquidation. If an investor has not made a choice with 7 days, the second option will apply automatically (i.e. the investor will receive the shares). Upon an event of dissolution, SAFE holders can choose to either receive cash payment equal to their respective SAFE investment amount or receive from the Company a number of the most senior class of Company shares existing at such time, obtained by dividing their respective SAFE investment amount by price per -share -passu -rata SAFE holders, by virtue of the SAFE, do not have dividend or voting rights prior to the conversion of the SAFE into shares of the Company. The SAFE are liabilities pursuant to ASC 480 -10-25-8 -10-30-7 -10-35-5 The fair value of the SAFE as of June 30, 2022 and December 31, 2021 is $29,983 and $27,207, respectively. See also Note 8. b. As part of the terms of the loan, if the Company meets the terms as specified in the Loan Agreement, the Company will be entitled to an increase in the loan by $1,000 (the “Additional Loan”). In addition, as part of the terms of the Loan Agreement, the Company granted to Discount Capital, a Warrant to purchase 20,591 Preferred A Shares at an exercise price of $36.909. The Warrant can be exercised for 7 years from its grant or at the consummation of a qualified acquisition as specified in the Warrant, whichever is earlier. The Company has determined that the Loan Agreement contained three, legally detachable and separately exercisable, freestanding financial instruments: The term loan, the Financial Commitment Asset (“FCA”) (the right to receive additional financing) and the Warrant. Pursuant to the Loan Agreement, in the event that the Company raises more than $10,000 in an equity financing, the monthly repayment amount of the principal for 6 months will be reduced to 2% instead of 3%. The deferred principal payments will be paid at maturity. The Company has concluded that the deferral of the principal payments’ feature is not considered clearly and closely related to debt host instrument and meets the definition of a derivative pursuant to ASC 815. Consequently, the Company bifurcated the embedded derivative component (“Reduced Principal payment derivative”) from the debt host instrument, measured at fair value through earnings with changes in fair value classified as financial expenses (income). For presentation purposes, the embedded derivative is presented as part of the loan in the consolidated balance sheets (See Note 8). The Warrant was classified as a liability pursuant to ASC 480 as the underlying shares are contingently redeemable in an event that is not under the Company’s control and was measured at fair value through earnings (See Note 8). The FCA was classified as an asset since the underlying of the FCA is a debt instrument and therefore, the FCA is not considered indexed to the Company’s own equity pursuant to ASC 815 -40 The initial $3,000 of proceeds received pursuant to the Loan Agreement were allocated to the Warrant, to the FCA and to the embedded derivative at fair value with the residual proceeds in the amount of $2,733 were allocated to the term loan, creating a debt discount which is being amortized using the effective interest method. c. As part of the terms of the loan, if the Company meets the terms as specified in the Second Loan Agreement, the Company will be entitled to an increase in the loan by another $1,500 (the “New Additional Loan”). The New Additional Loan will be repaid in equal monthly installments, each in an amount equal to the amount of the New Additional Loan divided by the number of interest months remaining immediately after receiving the New Additional Loan. In addition, as part of the terms of the Second Loan Agreement, the Company granted an additional Warrant to Discount Capital, according to which Discount Capital is entitled to purchase 2,400 Preference A Shares of the Company at the par value of NIS 0.01 per share, and can be exercised for 7 years from its grant or at the consummation of a qualified acquisition as specified in the such additional Warrant, whichever is earlier. If the Company does not consummate an equity capital raise reflecting a Company pre money valuation of at least $100,000 during the first 6 months following the agreement date, then, the Company shall grant Discount Capital an additional Warrant to purchase additional 1,200 Preferred A Shares at the par value of NIS 0.01 per share. At the earlier of (i) the lapse of 6 months from the loan withdrawal, and (ii) consummation of the merger transaction then being negotiated, the Company shall pay Discount Capital a one -time The Company has determined that the Second Loan Agreement contained three, legally detachable and separately exercisable, freestanding financial instruments: The term loan, the Financial Commitment Asset (“FCA”) (the right to receive additional financing) and the Warrant. The Warrant was classified as a liability pursuant to ASC 480 as the underlying shares are contingently redeemable in an event that is not under the Company’s control and was measured at fair value through earnings (See Note 8). The FCA was classified as an asset since the underlying of the FCA is a debt instrument and therefore, the FCA is not considered indexed to the Company’s own equity pursuant to ASC 815 -40 The initial $1,500 of proceeds received pursuant to the amendment to the Financing Agreement were allocated to the Warrant and to the FCA at fair value with the residual proceeds in the amount of $895 were allocated to the term loan, creating a debt discount which will be amortized using the effective interest method. e. During June 2022, following the signing of the BCA and a subscription agreement under which a convertible note for the amount of $30,000 was subscribed for, the Company received the 2021 SAFE amount of $4,000. See also Note 1f. The 2021 SAFE would automatically convert into Ordinary Shares upon a merger transaction or a future equity financing. The number of shares into which the 2021 SAFE would convert would be 2021 SAFE amount divided by the per -share If the 2021 SAFE has not terminated or expired upon the lapse of 12 months from such time when a 2021 SAFE holder has actually invested in the Company, then, at any time thereafter, if there is an equity financing, the 2021 SAFE will convert to shares of the Company, of the same type as issued to the investors in the equity financing, by dividing the 2021 SAFE investment by a per -share -share -share The number of shares that could be issued upon conversion of the 2021 SAFE was not limited. If the 2021 SAFE has not terminated or expired upon the lapse of 12 months from such time when a 2021 SAFE holder has actually invested in the Company, then upon an event of liquidation (e.g., change in control or initial public offering), 2021 SAFE holders can choose to either receive cash payment equal to two times their respective 2021 SAFE investment amount, or receive from the Company a number of Ordinary Shares equal to the 2021 SAFE investment amount divided by a per -share -share Upon dissolution, each of the 2021 SAFE holders would be entitled to receive cash payment equal to such investor’s 2021 SAFE investment amount. Such right will be senior to the rights of Company’s shareholders to receive distribution, and shall be pari -passu -rata 2021 SAFE holders by virtue of the 2021 SAFE, do not have dividend or voting rights as long as the 2021 SAFE hasn’t been converted into shares of the Company. In February 2022 the Company signed two amendments to the 2021 SAFE agreements according to which: (i) the discount rate was changed from 20% to 25% (ii) the valuation cap for purposes of calculating conversion price was reduced to $400,000 instead of $600,000, and (iii) the requirement to obtain subscription of convertible notes, as condition precedent for the transfer of funds under the 2021 SAFE, was reduced to $30,000 instead of $75,000. The SAFE are liabilities pursuant to ASC 480 -10-25-8 -10-30-7 -10-35-5 The fair value of the 2021 SAFE as of June 30, 2022 is $4,000. f. | NOTE 7:- LONG-TERM LOANS a. Pursuant to the applicable agreements, the SAFE automatically converts into Preferred shares upon a future equity financing of at least $3,000 in which the Company sold such Preferred shares. The number of Preferred shares into which the SAFE would convert would be SAFE amount divided by the lower of (i) per -share -share -share -share Upon an event of liquidation (e.g., change in control or initial public offering (which includes a merger transaction with a SPAC) or dissolution), SAFE holders can choose to either receive cash payment equal to their respective SAFE investment amount or receive from the Company a number of Ordinary Shares equal to the SAFE investment amount divided by a per -share Upon an event of dissolution, SAFE holders can choose to either receive cash payment equal to their respective SAFE investment amount or receive from the Company a number of the most senior class of Company shares existing at such time, obtained by dividing their respective SAFE investment amount by price per -share -passu -rata SAFE holders, by virtue of the SAFE, do not have dividend or voting rights prior to the conversion of the SAFE into shares of the Company. The SAFE are liabilities pursuant to ASC 480 -10-25-8 -10-30-7 -10-35-5 The fair value of the SAFE as December 31, 2021 is $27,207. See also Note 14. b. As part of the terms of the loan, if the Company meets the terms as specified in the Loan Agreement, the Company will be entitled to an increase in the loan by $1,000 (the “Additional Loan”). In addition, as part of the terms of the Loan Agreement, the Company granted to Discount Capital, a Warrant to purchase 20,591 Preferred A shares at an exercise price of $36.909. The Warrant can be exercised for 7 years from its grant or at the consummation of a qualified acquisition as specified in the Warrant, whichever is earlier. The Company has determined that the Loan Agreement contained three, legally detachable and separately exercisable, freestanding financial instruments: The term loan, the Financial Commitment Asset (“FCA”) (the right to receive additional financing) and the Warrant. Pursuant to the Loan Agreement, in the event that the Company raises more than $10,000 in an equity financing, the monthly repayment amount of the principal for 6 months will be reduced to 2% instead of 3%. The deferred principal payments will be paid at maturity. The Company has concluded that the deferral of the principal payments’ feature is not considered clearly and closely related to debt host instrument and meet the definition of a derivative pursuant to ASC 815. Consequently, the Company bifurcated the embedded derivative component (“Reduced Principal payment derivative”) from the debt host instrument, measured at fair value through earnings with changes in fair value classified as financial expenses (income). For presentation purposes, the embedded derivative is presented as part of the loan in the consolidated balance sheets (See Note 14). The Warrant was classified as a liability pursuant to ASC 480 as the underlying shares are contingently redeemable in an event that is not under the Company’s control and was measured at fair value through earnings (See Note 14). The FCA was classified as an asset since the underlying of the FCA is a debt instrument and therefore, the FCA is not considered indexed to the Company’s own equity pursuant to ASC 815 -40 The initial $3,000 of proceeds received pursuant to the Loan Agreement were allocated to the Warrant, to the FCA and to the embedded derivative at fair value with the residual proceeds in the amount of $2,733 were allocated to the term loan, creating a debt discount which will be amortized using the effective interest method. c. As part of the terns of the loan, if the Company meets the terms as specified in the Second Loan Agreement, the Company will be entitled to an increase in the loan by another $1,500 (the “New Additional Loan”). The New Additional Loan will be repaid in equal monthly installments, each in an amount equal to the amount of the New Additional Loan divided by the number of interest months remaining immediately after receiving the New Additional Loan. In addition, as part of the terms of the Second Loan Agreement, the Company granted an additional Warrant to Discount Capital, according to which Discount Capital is entitled to purchase 2,400 Preference A share of the Company at its par value of NIS 0.01 per share, and can be exercised for 7 years from its grant or at the consummation of a qualified acquisition as specified in the such additional Warrant, whichever is earlier. If the Company does not consummate an equity capital raise reflecting a Company pre money valuation of at least $100,000 during the first 6 months following the agreement date, then, the Company shall grant Discount Capital an additional Warrant to purchase additional 1,200 Preferred A shares at the par value of NIS 0.01 per share. At the earlier of (i) the lapse of 6 months from the loan withdrawal, and (ii) consummation of the merger transaction then being negotiated, the Company shall pay Discount Capital a one -time The Company has determined that the Second Loan Agreement contained three, legally detachable and separately exercisable, freestanding financial instruments: The term loan, the Financial Commitment Asset (“FCA”) (the right to receive additional financing) and the Warrant. The Warrant was classified as a liability pursuant to ASC 480 as the underlying shares are contingently redeemable in an event that is not under the Company’s control and was measured at fair value through earnings (See Note 14). The FCA was classified as an asset since the underlying of the FCA is a debt instrument and therefore, the FCA is not considered indexed to the Company’s own equity pursuant to ASC 815 -40 The initial $1,500 of proceeds received pursuant to the amendment to the Financing Agreement were allocated to the Warrant and to the FCA at fair value with the residual proceeds in the amount of $895 were allocated to the term loan, creating a debt discount which will be amortized using the effective interest method. d. -week The Company used the proceeds for purposes consistent with the PPP. On April 16, 2021, Splitty Inc. received confirmation from the SBA that the PPP loan in the amount of approximately $21 had been forgiven in full including all interest accrued. On September 14, 2021, Splitty Inc. received confirmation from the SBA that the PPP loan in the amount of approximately $87.5 had been forgiven in full including all interest accrued. Accordingly, the Company recognized $109 of financial income for the debt extinguishment pursuant to ASC 470 -50-15-4 e. The 2021 SAFE would automatically convert into Ordinary shares upon a merger transaction or a future equity financing. The number of shares into which the 2021 SAFE would convert would be 2021 SAFE amount divided by the per -share If the 2021 SAFE has not terminated or expired upon the lapse of 12 months from such time when a 2021 SAFE holder has actually invested in the Company, then, at any time thereafter, if there is an equity financing, the 2021 SAFE will convert to shares of the Company, of the same type as issued to the investors in the equity financing, by dividing the 2021 SAFE investment by a per -share -share -share The number of shares that could be issued upon conversion of the 2021 SAFE was not limited. If the 2021 SAFE has not terminated or expired upon the lapse of 12 months from such time when a 2021 SAFE holder has actually invested in the Company, then upon an event of liquidation (e.g., change in control or initial public offering), 2021 SAFE holders can choose to either receive cash payment equal to two times their respective 2021 SAFE investment amount, or receive from the Company a number of Ordinary Shares equal to the 2021 SAFE investment amount divided by a per -share -share of liquidation, and (ii) the price per each share determined by reference to the aggregate purchase price paid or payable in connection with such liquidation with a 20% discount. If an investor has not made a choice with 7 days, the share issuance option will apply automatically (i.e. the investor will be issued with shares and not get cash payment). Upon dissolution, each of the 2021 SAFE holders would be entitled to receive cash payment equal to such investor’s 2021 SAFE investment amount. Such right will be senior to the rights of Company’s shareholders to receive distribution, and shall be pari -passu -rata 2021 SAFE holders by virtue of the 2021 SAFE, do not have dividend or voting rights as long as the 2021 SAFE hasn’t been converted into shares of the Company. See also Note 16 for subsequent event. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingent Liabilities [Line Items] | |||
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 4:- COMMITMENTS AND CONTINGENT LIABILITIES a. Aggregate minimum monthly rental commitments for continuing operations under the Company’s leases are immaterial. Expenses for lease of facilities June 30, 2022 (unaudited) and December 31, 2021 were 128 and $118, respectively. Expense for the lease of motor vehicles for June 30, 2022 (unaudited) and December 31, 2021 were $11 and $28, respectively. b. -linked -month c. Pursuant to the Loan Agreement and Second loan agreement with Discount Capital (Note 7b and 7c), the Company has committed to the following financial covenants towards: • • Amount shall be changed from time to time such that it shall, at all times during any calendar quarter, be at least equal to the higher of (i) the aggregate cash flow burned by the Company on a consolidated basis during the immediately preceding calendar quarter, and (ii) $500. In the event that in light of the financial condition of the Company or the market terms the Company shall reduce the aggregate amount of all of its deposits as determined in Loan Agreement (whether existing or future), the Minimum Cash Amount shall be further increased as set in the Loan Agreement. • • • As of June 30, 2022 the Company is in compliance with these covenants. In addition, pursuant to the Loan Agreement and the Second Loan Agreement, the Company granted a first -ranking d. e. The Company is not currently a party, as plaintiff or defendant, to any legal proceedings that, individually or in the aggregate, are expected by the Company to have a material effect on its financial statements. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, then the estimated loss is accrued by the Company to the consolidated statement of operation. These accruals are reviewed at least yearly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a matter. | NOTE 8:- COMMITMENTS AND CONTINGENT LIABILITIES a. Aggregate minimum monthly rental commitments for continuing operations under the Company’s leases are immaterial. Expenses for lease of facilities for the years ended December 31, 2021 and 2020 were $118 and $88, respectively. Expense for the lease of motor vehicles for the years ended December 31, 2021 and 2020 were $28 and $25, respectively. b. -linked -month c. Pursuant to the Loan Agreement and Second loan agreement with Discount Capital (Note 7b and 7c), the Company has committed to the following financial covenants towards: • • Amount shall be changed from time to time such that it shall, at all times during any calendar quarter, be at least equal to the higher of (i) the aggregate cash flow burned by the Company on a consolidated basis during the immediately preceding calendar quarter, and (ii) $500. In the event that in light of the financial condition of the Company or the market terms the Company shall reduce the aggregate amount of all of its deposits as determined in Loan Agreement (whether existing or future), the Minimum Cash Amount shall be further increased as set in the Loan Agreement. • • • As of December 31, 2021 the Company is in compliance with these covenants. In addition, the Company granted a first -ranking d. e. On August 20, 2021, an unaffiliated third party filed suit against Splitty Inc., the Company and its hotel service provider, seeking an amount between $50 to $75, including claims of unfair trade practices and tortious interference with contract. In October 2021, the Company received a notice of voluntary dismissal without prejudice. The Company is not currently a party, as plaintiff or defendant, to any legal proceedings that, individually or in the aggregate, are expected by the Company to have a material effect on its financial statements. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, then the estimated loss is accrued by the Company to the consolidated statement of operation. These accruals are reviewed at least yearly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a matter. | |
Moringa Acquisition Corp [Member] | |||
Commitments and Contingent Liabilities [Line Items] | |||
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 5 — COMMITMENTS AND CONTINGENCIES: Underwriters’ Deferred Commission Under the Business Combination Marketing Agreement, the Company shall pay an additional fee (hereafter — the Deferred Commission) of 3.5% of the gross proceeds of the Public Offering (or $4,025,000) payable upon the Company’s completion of the initial Business Combination. The Deferred Commission will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes the Initial Business Combination. | NOTE 5 — COMMITMENTS AND CONTINGENCIES: Underwriters’ Deferred Discount Under the Business Combination Marketing Agreement, the Company shall pay an additional fee (hereafter — the Deferred Discount) of 3.5% of the gross proceeds of the Public Offering (or $4,025,000) payable upon the Company’s completion of the initial Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes the Initial Business Combination. |
Preferred Shares and Ordinary A
Preferred Shares and Ordinary A Shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Preferred Shares And Ordinary AShares Abstract | ||
PREFERRED SHARES AND ORDINARY A SHARES | NOTE 5:- PREFERRED SHARES AND ORDINARY A SHARES Composition of Preferred Shares and Ordinary A Shares: June 30, 2022 December 31, 2021 Authorized Issued and Authorized Issued and Ordinary A Shares 74,220 65,814 74,220 65,814 Preferred A Shares 242,000 201,712 242,000 201,712 Preferred A-1 Shares 14,000 13,423 14,000 13,423 Preferred A-2 Shares 64,978 64,588 64,978 64,588 395,198 345,537 395,198 345,537 The Preferred Shares and Ordinary A Shares have various rights, privileges and preferences as follows: Liquidation Preference: Holders of Preferred A, Preferred A1 and Preferred A2 Shares (collectively, the “Preferred shares”) have liquidation preference over the holders of Ordinary A Shares and Ordinary Shares, such that each holder of Preferred Shares is entitled to receive, upon liquidation event (e.g., change in control), the higher of (i) the price per share paid by it per each Preferred Share plus interest thereon at a rate per annum equal to 12% compounded annually plus all declared but unpaid dividends thereon, less any amount paid (or value of asset distributed) as dividends in respect of such share in preference over the Ordinary A Shares and Ordinary Shares, and (ii) its pro -rata -rata -passu -converted Holders of Ordinary A Shares have liquidation preference over the holders of Ordinary Shares but are junior to the preference of the Preferred Shares, such that each holder of Ordinary A Shares is entitled to receive, upon liquidation event, the higher of (i) the price per share paid by it per each Ordinary A Shares plus all declared but unpaid dividends thereon, less any amount paid (or value of asset distributed) as dividends in respect of such share in preference over the Ordinary Shares, and (ii) its pro -rata -rata -passu -converted Following the full payment of the entire preferred preference to the holders of Preferred Shares and Ordinary A Shares, the holders of the Ordinary Shares will be entitled to receive the remaining distribution proceeds (if any), pro rata based on the number of Ordinary Shares held by each such holder. Dividend: The Preferred Share and Ordinary A Shares are entitled to dividend only when and if declared by the Company’s Board of Directors. Each holder of Preferred Shares shall be entitled to receive, on a pari -passu -cumulative After payment in full of all amounts payable and distributable to the holders of the Preferred Shares, each holder of Ordinary A Shares shall be entitled to receive, on a pari -passu -cumulative Conversion: Each Preferred Share and Ordinary A Share is convertible, at the option of the holder at any time, into the number of the Company’s Ordinary Shares as is determined by dividing the original issuance price for such series of Preferred Shares and Ordinary A Shares by the conversion price for such series of Preferred Share and Ordinary A Shares that is in effect at the time of conversion. The initial price for the series of Preferred Shares and Ordinary A Shares is the original issue price for such series of Preferred Shares and Ordinary A Shares. The applicable conversion price of each series of Preferred Shares or Ordinary A Shares is subject to adjustment upon stock splits or combination and recapitalizations. Each series Preferred Shares and Ordinary A Shares shall respectively automatically be converted into Ordinary Share upon the earlier of: (i) the date, or the occurrence of an event, specified by vote or written consent of the holders of more than fifty percent (50%) of the then issued and outstanding, at the then effective conversion price, upon the closing of the sale of the Company’s Ordinary Shares to the public in a firm commitment underwritten public offering, at a pre -money Voting: Each of the series of Preferred Shares and Ordinary A Shares are entitled to one vote for each Company’s Ordinary Shares into which such series of Preferred Shares and Ordinary A Shares could be converted. Redemption: The Preferred Share and Ordinary A Shares are redeemable upon the occurrence of a liquidation event. The Preferred Shares and Ordinary A Shares are not redeemable on a fixed date or upon a contingent event that is certain to occur. a. In liquidation event (e.g., change in control) the liquidation preference provisions of the Preferred Shares and Ordinary A Shares are considered contingent redemption provisions that are not solely within the Company’s control. Accordingly, the Preferred Shares and Ordinary A Shares have been presented outside of permanent equity in the temporary equity (mezzanine) section of the consolidated financial statements. As of June 30, 2022 and December 31, 2021, the Company did not adjust the carrying values of the Preferred Shares and Ordinary A Shares to the deemed liquidation values of such shares since a liquidation event was not probable. Subsequent adjustments to increase the carrying values to the ultimate liquidation values will be made only when it becomes probable that such a deemed liquidation event will occur. b. The Investors Warrants are exercisable to 14,838 Preferred A Shares of NIS 0.01 par value with an exercise price of $36.9. The Investors Warrants can be exercised for 48 months from the date of the closing. These warrants were classified as liabilities, initially and subsequently measured at fair value through earnings pursuant to ASC 480 as the underlying shares are contingently redeemable in an event not under the Company’s control. | NOTE 9:- PREFERRED SHARES AND ORDINARY A SHARES Composition of Preferred shares and Ordinary A shares: December 31, December 31, Issued and Issued and Ordinary A shares 74,220 65,814 74,220 65,814 Preferred A shares 242,000 201,712 226,000 201,712 Preferred A-1 shares 14,000 13,423 14,000 13,423 Preferred A-2 shares 64,978 64,588 64,978 64,588 395,198 345,537 379,198 345,537 The Company’s Preferred shares and Ordinary A shares have various rights, privileges and preferences as follows: Liquidation Preference: Holders of Preferred A, Preferred A1 and Preferred A2 (collectively, the “Preferred shares”) have liquidation preference over the holders of Ordinary A shares and Ordinary shares, such that each holder of Preferred shares is entitled to receive, upon liquidation event (e.g., change in control), the higher of (i) the price per share paid by it per each Preferred share plus interest thereon at a rate per annum equal to 12% compounded annually plus all declared but unpaid dividends thereon, less any amount paid (or value of asset distributed) as dividends in respect of such share in preference over the Ordinary A shares and Ordinary shares, and (ii) its pro -rata -rata -passu -converted Holders of Ordinary A shares (“Ordinary A shares”) have liquidation preference over the holders of Ordinary shares but are junior to the preference of the Preferred shares, such that each holder of Ordinary A shares is entitled to receive, upon liquidation event, the higher of (i) the price per share paid by it per each Ordinary A shares plus all declared but unpaid dividends thereon, less any amount paid (or value of asset distributed) as dividends in respect of such share in preference over the Ordinary shares, and (ii) its pro -rata -rata -passu -converted Following the full payment of the entire preferred preference to the holders of Preferred shares and Ordinary A shares, the holders of the Ordinary shares will be entitled to receive the remaining distribution proceeds (if any), pro rata based on the number of Ordinary shares held by each such holder. Dividend: The Preferred share and Ordinary A shares are intitled to dividend only when and if declared by the Company’s Board of Directors. Each holder of Preferred shares shall be entitled to receive, on a pari -passu -cumulative After payment in full of all amounts payable and distributable to the holders of the Preferred shares, each holder of Ordinary A shares shall be entitled to receive, on a pari -passu -cumulative Conversion: Each Preferred share and Ordinary A share is convertible, at the option of the holder at any time, into the number of the Company’s Ordinary shares as is determined by dividing the original issuance price for such series of Preferred shares and Ordinary A shares by the conversion price for such series of Preferred share and Ordinary A shares that is in effect at the time of conversion. The initial price for the series of Preferred share and Ordinary A shares is the original issue price for such series of Preferred shares and Ordinary A shares. The applicable conversion price of each series of Preferred shares or Ordinary A shares is subject to adjustment upon stock splits or combination and recapitalizations. Each series Preferred shares and Ordinary A shares shall respectively automatically be converted into Ordinary share upon the earlier of: (i) the date, or the occurrence of an event, specified by vote or written consent of the holders of more than fifty percent (50%) of the then issued and outstanding, at the then effective conversion price, upon the closing of the sale of the Company’s Ordinary shares to the public in a firm commitment underwritten public offering, at a pre -money Voting: Each of the series of Preferred shares and Ordinary A shares are entitled to one vote for each Company’s Ordinary shares into which such series of Preferred shares and Ordinary A shares could be converted. Redemption: The Preferred share and Ordinary A shares are redeemable upon the occurrence of a liquidation event. The Preferred shares and Ordinary A shares are not redeemable on a fixed date or upon a contingent event that is certain to occur. a. In liquidation event (e.g., change in control) the liquidation preference provisions of the Preferred shares and Ordinary A shares are considered contingent redemption provisions that are not solely within the Company’s control. Accordingly, the Preferred shares and Ordinary A shares have been presented outside of permanent equity in the temporary equity (mezzanine) section of the consolidated financial statements. As of December 31, 2021 and 2020, the Company did not adjust the carrying values of the Preferred shares and Ordinary A shares to the deemed liquidation values of such shares since a liquidation event was not probable. Subsequent adjustments to increase the carrying values to the ultimate liquidation values will be made only when it becomes probable that such a deemed liquidation event will occur. b. The Investors Warrants are exercisable to 14,838 Preferred A shares of NIS 0.01 par value with an exercise price of $36.9. The Investors Warrants can be exercised for 48 months from the date of the closing. These warrants were classified as liabilities, initially and subsequently measured at fair value through earnings pursuant to ASC 480 as the underlying shares are contingently redeemable in an event not under the Company’s control. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Shareholders' Equity [Abstract] | ||
SHAREHOLDERS' EQUITY | NOTE 6:- SHAREHOLDERS’ EQUITY Ordinary Shares of the Company confer on their holders voting rights, rights to receive dividends, rights to receive a distribution of assets upon liquidation and certain other rights as described in the Company’s amended and restated articles and under the Israeli Companies Law, 5759 -1999 June 30, 2022 (unaudited) December 31, 2021 Authorized Issued and outstanding Authorized Issued and outstanding Ordinary Shares 604,780 119,977 604,780 119,977 | NOTE 10:- SHAREHOLDERS’ EQUITY Ordinary shares of the Company confers on their holders voting rights, rights to receive dividends, rights to receive a distribution of assets upon liquidation and certain other rights as described in the Company’s amended and restated articles and under the Israeli Companies Law, 5759 -1999 December 31, December 31, Issued and Issued and Ordinary shares 604,780 119,977 620,780 119,977 During 2021, the Company’s board of directors and shareholders approved the reclassification of 16,000 authorized Ordinary shares to 16,000 authorized Preferred A shares. |
Share Based Compensation
Share Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share Based Compensation [Abstract] | |
SHARE BASED COMPENSATION | NOTE 11:- SHARE BASED COMPENSATION a. b. A summary of the Company’s share option plan activity is as follows: Number of Weighted Outstanding as of January 1, 2020 25,724 $ 13.17 7.52 $ 76 Granted 7,401 $ 16.38 Exercised — $ — Forfeited (592 ) $ 17.35 Outstanding as of December 31, 2020 32,533 $ 13.82 7.8 $ 79 Granted 8,359 $ 17.35 Exercised — — Forfeited — — Outstanding as of December 31, 2021 40,892 $ 14.55 8.11 $ 372 Exercisable as of December 31, 2020 16,866 $ 11.73 7.75 $ 69 Exercisable as of December 31, 2021 26,517 $ 14.82 7.9 $ 163 The fair value of share options granted during the years ended December 31, 2020 and 2021 were estimated at the date of grant using the Black -Scholes -pricing 2021 2020 Average Exercise price (Doller) 17.35 17.35 Expected volatility (%) 55.57% – 73.11% 80% Risk-free interest rate (%) 0.76% – 1.15% 0.49% – 0.69% Expected term (Years) 6.25 6 Expected dividend yield (%) — — Exercise price In determining the exercise prices for share options granted, the board of directors considered the fair value of the Company Ordinary share as of each grant date. The fair value of the Company Ordinary share underlying the share options was determined by management and approved by the Company’s board of directors. Management has determined fair value of a Ordinary share at the time of grant of the option by considering a number of objective and subjective factors including financing investment rounds, operating and financial performance, the lack of liquidity of share capital, the effect of the rights and preferences of the Company Preferred shareholders and general and industry specific economic outlook, amongst other factors. The Company’s management determined the fair value of Ordinary share based on valuations performed using the Option Pricing Method (“OPM”) and the Probability Weighted Expected Return Method (“PWERM”) subject to relevant facts and circumstances. Expected volatility As the Company is privately owned, there is not sufficient historical volatility for the expected term of the share options. Therefore, the Company uses an average historical share price volatility based on an analysis of reported data for a peer group of comparable publicly traded companies which were selected based upon industry similarities. Expected term (years): Expected term represents the period that the Company’s option grants are expected to be outstanding. There is not sufficient historical share exercise data to calculate the expected term of the share options. Therefore, the Company elected to utilize the simplified method to value option grants. Under this approach, the weighted -average Risk-free interest rate The Company determined the risk -free -average Expected dividend yield The Company does not anticipate paying any dividends in the foreseeable future. Thus, the Company used 0% as its expected dividend yield. As of December 31, 2021 and 2020, unrecognized compensation costs related to share options was $891 and $349, respectively, which was expected to be recognized over a weighted average period of 3 years and 3 years, respectively. The weighted average grant date fair value of options granted during the years ended December 31, 2021 and 2020 was $21.37 and $13.41, respectively. The share -based December 31, 2021 2020 Research and development, net $ 198 $ 168 Sales and marketing 73 59 General and administrative 192 186 $ 463 $ 413 |
Taxes on Income
Taxes on Income | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Taxes on Income [Abstract] | ||
Taxes on Income | NOTE 10:- TAXES ON INCOME The effective tax rate for the six months ended June 30, 2022, and 2021 was 0.05% and 0.08%, respectively. As of June 30, 2022, and December 31, 2021, unrecognized tax benefits were $4,394 and $3,840, respectively. If recognized, such benefits would favorably affect the Company’s effective tax rate. | NOTE 12:- TAXES ON INCOME a. The corporate tax rate in Israel in 2018 thereafter is 23%. b. The Company’s US subsidiary is subject to U.S. federal tax at the rate of 21%. c. The Company and its subsidiaries have not received final tax assessments since its incorporation. d. December 31 2021 2020 Domestic (Israel) $ (53,499 ) $ (3,759 ) Foreign 21 23 $ (53,478 ) $ (3,736 ) e. December 31 2021 2020 Current Domestic — — Foreign $ 6 $ 5 $ 6 $ 5 f. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The approximate amount of the Company’s deferred tax assets and liabilities are as follow: December 31, 2021 2020 Deferred tax asset: Vacation accrual $ 24 $ 25 R&D deferred expenses 150 370 Intangible assets 63 18 Operating loss carryforward 3,633 1,693 Valuation allowance (3,840 ) (2,106 ) Total deferred tax asset net 30 — Deferred tax liability Long term loan (30 ) — Total deferred tax liability (30 ) — $ — $ — In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based upon the level of historical taxable loss and projections for future taxable losses over the period in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will not realize the benefits of these deductible differences as of December 31, 2021 and 2020 and accordingly, a full valuation allowance has been maintained and no deferred tax assets were shown in the accompanying balance sheet. As of December 31, 2021, the Company has net operating loss carryforwards for Israeli income tax purposes of $7,608, which may be offset indefinitely against future taxable income. g. December 31, 2021 2020 Israel tax provision at statutory rate 23.0 % 23.0 % Non-deductible fair value valuations expenses (18.8 )% (0.6 )% Non-deductible stock compensation (0.2 )% (2.5 )% Change in valuation allowance (3.99 )% (19.8 )% Effective tax rate 0.01 % 0.1 % h. The Company has reviewed the tax positions taken, or to be taken, in the Company’s tax returns for all tax years currently open to examination by a taxing authority. As of December 31, 2021 and 2020, the Company has not recorded any uncertain tax position liability. |
Reporting Segments and Geograph
Reporting Segments and Geographic Information | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Reporting Segments and Geographic Information [Abstract] | ||
REPORTING SEGMENTS AND GEOGRAPHIC INFORMATION | NOTE 7:- REPORTING SEGMENTS AND GEOGRAPHIC INFORMATION Operating segments: The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, which is the Company’s chief executive officer, in deciding how to make operating decisions, allocate resources and assess performance. The Company’s chief operating decision maker allocates resources and assesses performance at the consolidated level. Geographical information: Revenue disaggregated by geography, based on the billing address of the Company’s traveler, consists of the following (the Company does not generate any revenue in Israel): June 30, 2022 2021 United states $ 14,858 $ 3,882 Canada 614 91 UK 435 50 Other 632 256 $ 16,539 $ 4,279 The geographical area of all long -lived | NOTE 13:- REPORTING SEGMENTS AND GEOGRAPHIC INFORMATION Operating segments: The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, which is the Company’s chief executive officer, in deciding how to make operating decisions, allocate resources and assess performance. The Company’s chief operating decision maker allocates resources and assesses performance at the consolidated level. Geographical information: Revenue disaggregated by geography, based on the billing address of the Company’s traveler, consists of the following (the Company does not generate any revenue in Israel): December 31, 2021 2020 United States $ 13,774 $ 1,115 Canada 387 37 United Kingdom 229 3 Other 678 49 $ 15,068 $ 1,204 The geographical area of all long -lived |
Fair Value Mesurements
Fair Value Mesurements | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Mesurements [Line Items] | |||
FAIR VALUE MESUREMENTS | NOTE 8:- FAIR VALUE MESUREMENTS The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis: Level June 30, December 31, Financial liabilities: SAFE 3 $ 33,983 $ 27,207 Warrant liability 3 21,114 19,346 $ 55,097 $ 46,553 Financial assets: FCA 3 — 203 Reduced principal payment derivative 3 5 16 $ 5 $ 219 The fair value measurement of the SAFE, warrant liability, FCA and reduced principal payment derivative are measured using unobservable inputs that require a high level of judgement to determine their fair value, and thus are classified as Level 3 financial instruments. The Company estimates the fair value of SAFE and warrant liability using the Monte Carlo simulation model, the Black -Scholes -pricing The Company estimates the fair value of the FCA and reduced principal payment derivative using the Probability Weighted Expected Return Method. The key inputs used in the valuation of the SAFE (see also Note 3a) as of June 30, 2022, December 31, 2021 and at the initial measurement date: Input June 30, 2022 December 31, 2021 January 2021 Initial measurement Expected fair value per share of Preferred Shares $ 75.98 $ 68.10 $ 54.94 Expected fair value per share of Ordinary Shares $ 38.53 $ 38.53 $ 41.43 Probability of equity financing occurrence 5 % 5 % 50 % Probability of liquidity event occurrence 95 % 95 % 50 % Probability of dissolution occurrence 0 % 0 % 0 % Discount upon conversion to Preferred Share 10 % 10 % 10 % Time to liquidity (years) 0.42 0.5 1 Risk-Free Interest 2.25 % 0.19 % 0.1 % Underlying asset volatility 50.85 % 62.67 102.9 % The key inputs used in the valuation of the investor warrant liability (see also Note 3b) as of June 30, 2022 and December 31, 2021: Input June 30, 2022 December 31, 2021 Exercise price $ 36.91 $ 36.91 Time to liquidation (years) 0.42 0.5 Risk free rate 2.25 % 0.19 % Expected Volatility 56.51 % 62.67 % Probability of initial public offering occurrence 95 % 95 % Probability of equity financing occurrence 5 % 5 % The key inputs used in the valuation of the Discount warrant liability (see also Note 3b and Note 3c) as of June 30, 2022, December 31, 2021 and at initial measurement date: Input June 30, 2022 December 31, October 13, 2021 Initial Measurement March 25, 2021 Initial Measurement Exercise price $ 0.01 – $36.909 $ 0.01 – $36.909 $ 0.01 $ 36.909 Time to liquidation (years) 0.42 0.5 0.22 0.75 Risk free rate 2.25% 0.19% 0.05 % 0.06 % Expected Volatility 56.51% 62.67% 59.65 % 93.96 % Probability of initial public offering occurrence 95% 95% 60 % 50 % Probability of equity financing occurrence 5% 5% 40 % 50 % Reduced Principal payment derivative: As stated in Note 3b, in the event that the Company raises more than $10,000 in an equity financing, the monthly repayment amount of the loan principal amount for 6 months will be reduced to 2% instead of 3%. The fair value of the reduced principal payment derivative fair value was calculated as the difference between the fair value of the primary loan with the expected principal payments decrease, and the fair value of the primary loan without the expected principal payments decrease. Financial commitment asset: As stated in Note 3b, the Loan Agreement includes the right to receive additional financing, FCA, which the Company measured at fair value, and classified as Level 3 financial instrument. As of March 25, 2021 (the initial measurement date) the FCA fair value amounted to $122, and at the expiration date on July 13, 2021 the FCA fair value was $65. As stated in Note 3c, the Second Loan Agreement includes the right to receive additional financing, FCA, which the Company measured at fair value, and classified as Level 3 financial instrument. As of October 13, 2021 (the initial measurement date) the FCA fair value amounted to $134. The following table presents the summary of the changes in the fair value of our Level 3 financial instruments: SAFE Balance as of January 1, 2022 $ 27,207 Issuance of SAFE 4,000 Change in fair value 2,776 Balance as of June 30, 2022 $ 33,983 Balance as of January 1, 2021 $ 325 Issuance of SAFE 1,675 Change in fair value 25,207 Balance as of December 31, 2021 $ 27,207 Warrant Balance as of January 1, 2022 $ 19,346 Change in fair value 1,768 Balance as of June 30, 2022 $ 21,114 Balance as of January 1, 2021 383 Issuance of Discount warrants 1,144 Change in fair value 17,819 Balance as of December 31, 2021 $ 19,346 FCA Reduced Balance as of January 1, 2022 $ 203 $ 16 Change in fair value (203 ) (11 ) Balance as of June 30, 2022 $ — $ 5 FCA Reduced Balance as of January 1, 2021 $ — $ — Issuance of FCA and Reduced Principal payment derivative 256 16 Change in fair value (12 ) * ) Exercise of FCA (65 ) — Balance as of December 31, 2021 $ 203 $ 16 | NOTE 14:- FAIR VALUE MESUREMENTS The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis: December 31, Level 2020 2021 Financial liabilities: SAFE 3 $ 27,207 $ 325 Warrant liability 3 19,346 383 Financial assets: FCA 3 (203 ) — Reduced principal payment derivative 3 (16 ) — $ 46,334 $ 708 The fair value measurement of the SAFE, warrant liability, FCA and reduced principal payment derivative are measured using unobservable inputs that require a high level of judgement to determine their fair value, and thus are classified as Level 3 financial instruments. The Company estimates the fair value of SAFE and warrant liability using the Monte Carlo simulation model, the Black -Scholes -pricing The Company estimates the fair value of the FCA and reduced principal payment derivative using the Probability Weighted Expected Return Method The key inputs used in the valuation of the SAFE (see also Note 7a) as of December 31, 2021 and at the initial measurement date: Input December 31, 2021 January 2021 Initial Expected fair value per share of Preferred shares $ 68.10 $ 54.94 Expected fair value per share of Ordinary shares $ 38.53 $ 41.43 Probability of equity financing occurrence 5 % 50 % Probability of liquidity event occurrence 95 % 50 % Probability of dissolution occurrence 0 % 0 % Discount upon conversion to Preferred share 10 % 10 % Time to liquidity (years) 0.5 1 Risk-Free Interest 0.19 % 0.1 % Underlying asset volatility 62.67 102.9 % The key inputs used in the valuation of the investor warrant liability (see also Note 9b) as of December 31, 2021 and 2020 and at the initial measurement date: Input December 31, 2021 December 31, 2020 September 30, Initial measurement Exercise price $ 36.91 $ 36.91 $ 36.91 Time to liquidation (years) 0.5 1 1.25 Risk free rate 0.19 % 0.1 % 0.01 % Expected Volatility 62.67 % 102.9 % 118.4 % Probability of initial public offering occurrence 95 % 50 % 50 % Probability of equity financing occurrence 5 % 50 % 50 % The key inputs used in the valuation of the Discount warrant liability (see also Note 7b and Note 7c) as of December 31, 2021, and at the initial measurement date: Input December 31, 2021 October 13, Initial Measurement March 25, Initial Measurement Exercise price $ 0.01 – $36.909 $ 0.01 $ 36.909 Time to liquidation (years) 0.5 0.22 0.75 Risk free rate 0.19% 0.05 % 0.06 % Expected Volatility 62.67% 59.65 % 93.96 % Probability of initial public offering occurrence 95% 60 % 50 % Probability of equity financing occurrence 5% 40 % 50 % Reduced Principal payment derivative: As stated in Note 7b, in the event that the Company raises more than $10,000 in an equity financing, the monthly repayment amount of the loan principal amount for 6 months will be reduced to 2% instead of 3%. The fair value of the reduced principal payment derivative fair value was calculated as the difference between the fair value of the primary loan with the expected principal payments decrease, and the fair value of the primary loan without the expected principal payments decrease. Financial commitment asset: As stated in Note 7b, the Loan Agreement includes the right to receive additional financing, FCA, which the Company measured at fair value, and classified as Level 3 financial instrument. As of March 25, 2021 (the initial measurement date) the FCA fair value amounted to $122, and at the expiration date on July 13, 2021 the FCA fair value was $65. As stated in Note 7c, the Loan Agreement includes the right to receive additional financing, FCA, which the Company measured at fair value, and classified as Level 3 financial instrument. As of October 13, 2021 (the initial measurement date) the FCA fair value amounted to $134. The following table presents the summary of the changes in the fair value of our Level 3 financial instruments: SAFE Balance as of January 1, 2020 $ — Issuance of SAFE 325 Balance as of December 31, 2020 325 Issuance of SAFE 1,675 Change in fair value 25,207 Balance as of December 31, 2021 $ 27,207 Warrant Balance as of January 1, 2020 $ — Issuance of investors warrants 286 Change in fair value 97 Balance as of December 31, 2020 383 Issuance of Discount warrants 1,144 Change in fair value 17,819 Balance as of December 31, 2021 $ 19,346 Reduced Balance as of December 31, 2020 $ — $ — Issuance of FCA 256 16 Change in fair value (12 ) * ) Exercise of FCA (65 ) — Balance as of December 31, 2021 $ 203 $ 16 __________ *) | |
Moringa Acquisition Corp [Member] | |||
Fair Value Mesurements [Line Items] | |||
FAIR VALUE MESUREMENTS | NOTE 6 — FAIR VALUE MEASUREMENTS: The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Basis for Fair Value Measurement Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly; Level 3: Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement). The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022 by level within the fair value hierarchy: Level September 30, December 31, Assets: Money market funds held in Trust Account 1 115,699,122 115,006,372 Liabilities: Private Warrant Liability 3 19,247 160,341 The estimated fair value of the Private Placement Warrants was determined using a binomial model to extract the market’s implied probability for an Initial Business Combination, using the Public Warrant’s market price. Once probability was extracted, a Black -Scholes-Merton -Scholes-Merton -free -free -coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs: September 30, December 31, Share price $ 10.0 10.0 Strike price $ 11.5 11.5 Volatility 50 % 50 % Risk-free interest rate 4.04 % 1.26 % Dividend yield 0.00 % 0.00 % | NOTE 6 — FAIR VALUE MEASUREMENTS: The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). The fair value hierarchy under ASC 820 prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Basis for Fair Value Measurement Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active or financial instruments for which significant inputs to models are observable (including but not limited to quoted prices for similar securities, interest rates, foreign exchange rates, volatility and credit risk), either directly or indirectly; Level 3: Prices or valuations that require significant unobservable inputs (including the Management’s assumptions in determining fair value measurement). The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis on December 31, 2021 by level within the fair value hierarchy: Level December 31, 2021 Assets: Money market funds held in Trust Account 1 115,006,372 Liabilities: Private Warrant Liability 3 160,341 The estimated fair value of the Private Placement Warrants was determined using a binomial model to extract the market’s implied probability for an Initial Business Combination, using the Public Warrant’s market price. Once probability was extracted, a Black -Scholes-Merton -Scholes-Merton -free -free -coupon The following table provides quantitative information regarding Level 3 fair value measurements inputs: As of Share price $ 10.0 Strike price $ 11.5 Term (in years) 5.5 Volatility 50 % Risk-free interest rate 1.26 % Dividend yield 0.00 % The change in the fair value of the Warrants measured with Level 3 inputs for the period from March 3, 2021 (Initial Measurement) through December 31, 2021, is summarized as follows: In U.S. dollars Value of private warrant liability measured with Level 3 inputs at Initial Measurement 342,684 Change in fair value of private warrant liability measured with Level 3 inputs (182,343 ) Transfer in/out — Value of warrant liability measured with Level 3 inputs on December 31, 2021 160,341 |
Loss Per Share
Loss Per Share | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Loss Per Share [Abstract] | |||
LOSS PER SHARE | NOTE 9:- LOSS PER SHARE The following table sets forth the computation of basic and diluted loss per share attributed to the Ordinary shareholders for the periods presented: Six months ended June 30, 2022 2021 Numerator: Net loss attributable to the Company Ordinary Shares $ 13,658 $ 10,127 Denominator: Weighted average stock used in computing net loss per share attributed to Ordinary Shares, basic and diluted 101,321 82,829 Net loss per share attributable to Ordinary Shares, basic and diluted: $ (134.80 ) $ (122.26 ) The potential Ordinary Shares that were excluded from the computation of diluted net loss per shares attributable to Ordinary shareholders for the periods presented because including them would have been anti -dilutive Six months ended June 30, 2022 2021 (Unaudited) Restricted Ordinary Shares 13,869 32,361 Preferred Shares 279,723 279,723 Ordinary A Share 65,814 65,814 Warrant liability 37,829 35,429 SAFE 585,551 51,989 Outstanding share options 40,572 38,102 Total 1,023,358 503,418 | NOTE 15:- LOSS PER SHARE The following table sets forth the computation of basic and diluted loss per share attributed to the Ordinary shareholders for the periods presented: Year ended 2021 2020 Numerator: Net loss attributable to the Company Ordinary shareholders $ 53,484 $ 3,741 Denominator: Weighted average stock used in computing net loss per share attributed to Ordinary shareholders, basic and diluted 87,487 65,639 Net loss per share attributable to Ordinary shareholders, basic and diluted: $ (611.33 ) $ (56.99 ) The potential Ordinary shares that were excluded from the computation of diluted net loss per shares attributable to Ordinary shareholders for the periods presented because including them would have been anti -dilutive Year ended 2021 2020 Restricted Ordinary shares 23,116 41,608 Preferred shares 279,723 279,723 Common A share 65,814 65,814 Warrant liability 37,374 14,838 SAFE 51,989 8,448 Outstanding share options 40,892 32,533 Total 498,908 442,964 | |
Moringa Acquisition Corp [Member] | |||
Loss Per Share [Abstract] | |||
LOSS PER SHARE | NOTE 8 — NET PROFIT (LOSS) PER SHARE: The following table reflects the calculation of basic and diluted net profit (loss) per share (in dollars, except share amounts): Nine months ended Three months ended 2022 2021 2022 2021 Net profit (loss) for the period $ 89,613 $ (513,452 ) $ 292,579 $ (223,905 ) Accretion to Class A ordinary shares subject to possible redemption to redemption amount (“Accretion”) (692,750 ) — (520,023 ) — Net loss including Accretion $ (603,137 ) $ (513,452 ) $ (227,444 ) $ (223,905 ) Class A ordinary shares subject to possible redemption: Numerator: Net loss including Accretion $ (466,919 ) $ (379,751 ) $ (176,076 ) $ (173,336 ) Accretion 692,750 — 520,023 — $ 225,831 $ (379,751 ) $ 343,947 $ (173,336 ) Denominator: weighted average number of shares 11,500,000 9,303,704 11,500,000 11,500,000 Basic and diluted net profit (loss) per Class A ordinary share subject to possible redemption $ 0.02 $ (0.04 ) $ 0.03 $ (0.02 ) Non-redeemable Class A and B ordinary shares: Numerator: Net loss including Accretion $ (136,218 ) $ (133,701 ) $ (51,368 ) $ (50,569 ) Denominator: weighted average number of shares 3,355,000 3,443,296 3,355,000 3,355,000 Basic and diluted net loss per non-redeemable Class A and B ordinary share $ (0.04 ) $ (0.04 ) $ (0.02 ) $ (0.02 ) |
Subsequent Events
Subsequent Events | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Line Items] | |||
SUBSEQUENT EVENTS | NOTE 11:- SUBSEQUENT EVENTS a. b. c. d. As part of the financing agreement the Company granted the lenders warrants at an amount of 80% from the principal loan amount received by the Company, to purchase the most senior share of the Company with an exercise price of $0.0001. The warrants are exercisable over a period of 3 years. During November and December 2022, the Company received $4,170 of the loan amount. | NOTE 16:- SUBSEQUENT EVENTS a. b. In addition, in February 2022 the Company signed two amendments to the 2021 SAFE agreements according to which: (i) the discount rate was changed from 20% to 25% (ii) the valuation cap for purposes of calculating conversion price was reduced to $400,000 instead of $600,000, and (iii) the requirement to obtain subscription of convertible notes, as condition precedent for the transfer of funds under the 2021 SAFE, was reduced to $30,000 instead of $75,000. During June 2022, following the signing of the BCA and a subscription agreement under which a convertible note for the amount of $30,000 was subscribed for, the Company received the 2021 SAFE amount of $4,000. See also Note 7e. c. d. e. -owned Contemporaneously with the execution of the BCA, the Company, Moringa and an unaffiliated institutional investor (the “Investor”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) for a 5% secured senior convertible note in the amount of $30,000 with a maturity of two years, and 1,363,636 warrants to Ordinary share of the Company with an exercise price of $11.50 subject to adjustment as provided in the Financing Warrant. The principal and interest amount are convertible at the lesser of: a) the fixed conversion price, of $11.00 per share, subject to adjustment, or (b) the greater of the Floor Price, which is initially $2.00 per share, or 90% of the market price at the date of exercise. The $30,000 purchase price payable by the Investor for the Investor Note and Financing Warrant will be placed in a controlled account, which is controlled by a person designated by Investor and who takes instructions only from the Investor. Funds may be taken out of the Controlled Account and paid to the Investor if either a) money is due to the Investor, generally as a result of the Company’s non -compliance On September 5, 2022, the Company and Moringa terminated the Securities Purchase Agreement and the related agreements. In connection with the termination, the Company has an obligation to pay the Investor’s legal fees of $255. | |
Moringa Acquisition Corp [Member] | |||
Subsequent Events [Line Items] | |||
SUBSEQUENT EVENTS | NOTE 9 — SUBSEQUENT EVENTS: The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through the issuance date of these financial statements. The Company did not identify any subsequent events that would have required any adjustments or disclosures in the financial statements. | NOTE 9 — SUBSEQUENT EVENTS: On January 27, 2022 the Company borrowed an additional $300 thousand from the promissory note given by the Sponsor. |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Moringa Acquisition Corp [Member] | ||
Description of Organization and Business Operations [Line Items] | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS: a. Organization and General Moringa Acquisition Corp (hereafter — the Company) is a blank check company, incorporated on September 24, 2020 as a Cayman Islands exempted company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (hereafter — the Business Combination). The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). All activity for the nine months ended September 30, 2022, relates to the Company’s search for a target company, as well as attempts to consummate the Proposed Business Combination, as detailed in Note 1(f). The Company has selected December 31 as its fiscal year end. b. Sponsor and Financing The Company’s sponsor is Moringa Sponsor, L.P., a Cayman exempted limited partnership (which is referred to herein, together with its wholly -owned The registration statement relating to the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on February 16, 2021. The initial stage of the Company’s Public Offering — the sale of 10,000,000 Units — closed on February 19, 2021 (hereafter — the Closing of the Public Offering). Upon that closing and the concurrent closing of the initial stage of the Private Placement (as defined below in Note 3). $100,000,000 was placed in a trust account (the “Trust Account”) (discussed in (c) below). On March 3, 2021, upon the full exercise by the underwriters of their over -allotment c. The Trust Account The proceeds held in the Trust Account are invested in money market funds registered under the Investment Company Act and compliant with Rule 2a -7 The Company complies with the provisions of ASU 2016 -18 d. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering and the Private Placement are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding taxes payable on the income accrued in the Trust Account). There is no assurance that the Company will be able to successfully consummate an initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will provide its public shareholders the opportunity to redeem all or a portion of their shares upon the completion of the initial Business Combination, either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 following such redemptions. In such case, the Company would not proceed with the redemption of its public shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account, calculated as of two days prior to the general meeting or commencement of the Company’s tender offer, including interest but less taxes payable. As a result, the Company’s Public Class A ordinary shares are classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the initial Business Combination within 24 months from the Closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per -share The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Class B ordinary shares (as described in Note 7) held by them if the Company fails to complete the initial Business Combination within 24 months of the Closing of the Public Offering or during any extended time that the Company has to consummate an initial Business Combination beyond 24 months as a result of a shareholder vote to amend its amended and restated memorandum and articles of association. However, if the Sponsor or any of the Company’s directors or officers acquire any Class A ordinary shares, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein e. Substantial Doubt about the Company’s Ability to Continue as a Going Concern As of September 30, 2022, the Company had approximately $202 thousand of cash and an accumulated deficit of $861 thousand. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standard Codification 205 -40 Since its inception date and through the issuance date of these financial statements, the Company’s liquidity needs were satisfied through an initial capital injection from the Sponsor, followed by net Private Placement proceeds, as well as several withdrawals of the Sponsor promissory notes. Management has determined that it will need to continue to rely and is significantly dependent on future promissory notes or other forms of financial support (of which the Sponsor is not obligated to provide). Moreover, the Company has until February 19, 2023 (hereafter — the Mandatory Liquidation Date) to consummate an Initial Business Combination, whether the Proposed Business Combination or a different one. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company intends to complete an Initial Business Combination before the Mandatory Liquidation Date. However, there can be no assurance that the Company will be able to consummate any business combination ahead of the Mandatory Liquidation Date, nor will it be able to raise sufficient funds to complete an Initial Business Combination. These matters raise substantial doubt about the Company’s ability to continue as a going concern, for the subsequent twelve months following the issuance date of these financial statements. No adjustments have been made to the carrying amounts of assets or liabilities should the Company fail to obtain financial support in its pursuit to consummate an Initial Business Combination, nor if it is required to liquidate after the Mandatory Liquidation Date. f. Proposed Business Combination On June 9, 2022, the Company entered into a Business Combination Agreement (hereafter — the Proposed Business Combination) with Holisto Ltd., a company organized under the laws of the State of Israel (hereafter — Holisto) and Holisto MergerSub, Inc., a Cayman Islands exempted company and wholly -owned Holisto is an Israeli company and a tech -powered The Business Combination Agreement and the transactions contemplated thereby have been unanimously approved by the boards of directors of Moringa and Holisto, and by the shareholders of Holisto. The foregoing description of the Proposed Business Combination does not purport to be complete. For further information and access to the full agreement and all other related agreements, refer to the Company’s Current Report on Form 8 -K | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS: a. Moringa Acquisition Corp (hereafter — the Company) is a blank check company, incorporated on September 24, 2020, as a Cayman Islands exempted company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (hereafter — the Business Combination). The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). All activity for the period from September 24, 2020 (inception) through December 31, 2021 relates to the Company’s formation, its initial public offering (the “Public Offering”) described below and its search for a target company. The Company will generate interest income on proceeds held in the trust account derived from the Public Offering. The Company has selected December 31 as its fiscal year end. b. The Company’s sponsor is Moringa Sponsor, L.P., a Cayman exempted limited partnership (which is referred to herein, together with its wholly -owned The registration statement relating to the Company’s Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on February 16, 2021. The initial stage of the Company’s Public Offering — the sale of 10,000,000 Units — closed on February 19, 2021 (hereafter — the Closing of the Public Offering). Upon that closing and the concurrent closing of the initial stage of the Private Placement (as defined below in Note 3). $100,000,000 was placed in a trust account (the “Trust Account”) (discussed in (c) below). On March 3, 2021, upon the full exercise by the underwriters of their over -allotment c. The proceeds held in the Trust Account will be invested in money market funds registered under the Investment Company Act and compliant with Rule 2a -7 The Company’s complies with the provisions of ASU 2016 -18 d. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering and the Private Placement are intended to be generally applied toward consummating an initial Business Combination. The initial Business Combination must occur with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding taxes payable on the income accrued in the Trust Account). There is no assurance that the Company will be able to successfully consummate an initial Business Combination. The Company, after signing a definitive agreement for an Initial Business Combination, will provide its public shareholders the opportunity to redeem all or a portion of their shares upon the completion of the initial Business Combination, either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 following such redemptions. In such case, the Company would not proceed with the redemption of its public shares and the related initial Business Combination, and instead may search for an alternate initial Business Combination. If the Company holds a shareholder vote or there is a tender offer for shares in connection with an initial Business Combination, a public shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account, calculated as of two days prior to the general meeting or commencement of the Company’s tender offer, including interest but less taxes payable. As a result, the Company’s Public Class A ordinary shares are classified as temporary equity upon the completion of the Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company is unable to complete the initial Business Combination within 24 months from the Closing of the Public Offering, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per -share The Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Class B ordinary shares (as described in Note 7) held by them if the Company fails to complete the initial Business Combination within 24 months of the Closing of the Public Offering or during any extended time that the Company has to consummate an initial Business Combination beyond 24 months as a result of a shareholder vote to amend its amended and restated memorandum and articles of association. However, if the Sponsor or any of the Company’s directors or officers acquire any Class A ordinary shares, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the Initial Business Combination within the prescribed time period. In the event of a liquidation, dissolution or winding up of the Company after an initial Business Combination, the Company’s shareholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the ordinary shares. The Company’s shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that the Company will provide its shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, under the circumstances, and, subject to the limitations, described herein. e. Substantial Doubt about the Company’s Ability to Continue as a Going Concern As of December 31, 2021, the Company had approximately $39 thousand of cash and an accumulated deficit of $951 thousand. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standard Codification 205 -40 Business Combination. Since its inception date and through the issuance date of these financial statements, the Company’s liquidity needs were satisfied through an initial capital injection from the Sponsor, followed by net Private Placement proceeds, as well as several withdrawals of the Sponsor promissory notes. Management has determined that it will need to continue to rely and is significantly dependent on the unwithdrawn amounts under the outstanding Sponsor promissory notes, as well as on future promissory notes or other forms of financial support (of which the Sponsor is not obligated to provide). Moreover, the Company has until February 19, 2023 (hereafter — the Mandatory Liquidation Date) to consummate an Initial Business Combination. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. The Company intends to complete an Initial Business Combination before the Mandatory Liquidation Date. However, there can be no assurance that the Company will be able to consummate any business combination ahead of the Mandatory Liquidation Date, nor that they will be able to raise sufficient funds to complete an Initial Business Combination. These matters raise substantial doubt about the Company’s ability to continue as a going concern, for the subsequent twelve months following the issuance date of these financial statements. No adjustments have been made to the carrying amounts of assets or liabilities should the Company fail to obtain financial support in its search for an Initial Business Combination, nor if it is required to liquidate after the Mandatory Liquidation Date. |
Public Offering and Private Pla
Public Offering and Private Placements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Moringa Acquisition Corp [Member] | ||
Public Offering and Private Placements [Line Items] | ||
PUBLIC OFFERING AND PRIVATE PLACEMENTS | NOTE 3 — PUBLIC OFFERING AND PRIVATE PLACEMENTS: In the Initial Public Offering, the Company issued and sold 11,500,000 units (including 1,500,000 units sold at a second closing pursuant to the underwriters’ exercise of their over -allotment Each Unit (both those sold in the initial Public Offering and in the Private Placement) consists of one Class A ordinary share, $0.0001 par value, and one -half five Once the Public Warrants become exercisable, the Company may redeem them in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30 -trading The Warrants included in the Units sold in the Private Placement (the “Private Warrants”) are identical to the Public Warrants except that the Private Warrants, for so long as they are held by the Sponsor, EarlyBirdCapital, Inc. or their respective affiliates: (1) will not be redeemable by the Company; (2) may not (including the Class A ordinary shares issuable upon exercise of those warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders thereof until 30 days after the completion of the Company’s initial Business Combination; (3) may be exercised by the holders thereof on a cashless basis; and (4) they (including the Class A ordinary shares issuable upon exercise thereof) are entitled to registration rights. The Company paid an underwriting commission of 2.0% of the gross proceeds of the Public Offering and the full exercise of the underwriters’ over -allotment | NOTE 3 — PUBLIC OFFERING AND PRIVATE PLACEMENTS: 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. In the Initial Public Offering, the Company issued and sold 11,500,000 units (including 1,500,000 units sold at a second closing pursuant to the underwriters’ exercise of their over -allotment Each Unit (both those sold in the initial Public Offering and in the Private Placement) consists of one Class A ordinary share, $0.0001 par value, and one -half five Once the Public Warrants become exercisable, the Company may redeem them in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, if and only if the last reported sale price of the Company’s Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30 -trading The Warrants included in the Units sold in the Private Placement (the “Private Warrants”) are identical to the Public Warrants except that the Private Warrants, for so long as they are held by the Sponsor, EarlyBirdCapital, Inc. or their respective affiliates: (1) will not be redeemable by the Company; (2) may not (including the Class A ordinary shares issuable upon exercise of those warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders thereof until 30 days after the completion of the Company’s initial Business Combination; (3) may be exercised by the holders thereof on a cashless basis; and (4) they (including the Class A ordinary shares issuable upon exercise thereof) are entitled to registration rights. The Company paid an underwriting commission of 2.0% of the gross proceeds of the Public Offering and the full exercise of the underwriters’ over -allotment |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Moringa Acquisition Corp [Member] | ||
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 4 — RELATED PARTY TRANSACTIONS: a. Promissory Note On December 9, 2020, the Company signed a promissory note, under which it could borrow up to a $300 thousand principal amount from the Sponsor. Amounts drawn by the Company under the note were to be used to cover finance costs and expenses related to its formation and capital raise. The entire unpaid balance was payable on the earlier of (i) March 31, 2021, or (ii) the date of a capital raise (i.e., the closing of the initial Public Offering). Any drawn amounts could be prepaid at any time. The promissory note did not bear any interest on the principal amount outstanding thereunder. The Company borrowed $170 thousand under the promissory note, $150 thousand prior to December 31, 2020 and an additional $20 thousand on February 2021. The total $170 thousand owed under the promissory note was repaid in March 2021, following the Closing of the Public Offering. On August 9, 2021 the Company and the Sponsor have entered into an additional Promissory Note agreement (hereafter — the Second Promissory Note), according to which the Company may withdraw up to $1 million to fulfil its ongoing operational needs or preparations towards an Initial Business Combination. The entire unpaid balance shall be payable on the earlier of (i) February 19, 2023, or (ii) the date on which the Company consummates its Initial Business Combination. Any drawn amounts could be prepaid at any time. The promissory note does not bear any interest on the principal amount outstanding thereunder. On December 23, 2021, the Company borrowed $300 thousand under the promissory note. During the nine months ended September 30, 2022 the Company borrowed an additional $700 thousand from the promissory note given by the Sponsor. b. Administrative Services Agreement On December 16, 2020, the Company signed an agreement with the Sponsor, under which the Company shall pay the Sponsor a fixed $10 thousand per month for office space, utilities and other administrative expenses. The monthly payments under this administrative services agreement commenced on the effective date of the registration statement for the initial Public Offering and will continue until the earlier of (i) the consummation of the Company’s initial Business Combination, or (ii) the Company’s liquidation. As of September 30, 2022 the Company accrued for approximately $10 thousand with regards to this agreement, recorded under the Related Party balance. The composition of the Related Party balance as of September 30, 2022 and December 31, 2021 is as follows: September 30, December 31, In U.S. dollars Promissory note 1,000,000 300,000 Accrual for Administrative Services Agreement 10,000 10,000 1,010,000 310,000 | NOTE 4 — RELATED PARTY TRANSACTIONS: a. On December 9, 2020, the Company signed a promissory note, under which it could borrow up to a $300 thousand principal amount from the Sponsor. Amounts drawn by the Company under the note were to be used to cover finance costs and expenses related to its formation and capital raise. The entire unpaid balance was payable on the earlier of (i) March 31, 2021, or (ii) the date of a capital raise (i.e., the closing of the initial Public Offering). Any drawn amounts could be prepaid at any time. The promissory note did not bear any interest on the principal amount outstanding thereunder. The Company borrowed $170 thousand under the promissory note, $150 thousand prior to December 31, 2020, and an additional $20 thousand on February 2021. The total $170 thousand owed under the promissory note was repaid in March 2021, following the Closing of the Public Offering. On August 9, 2021, the Company and the Sponsor have entered into an additional Promissory Note agreement (hereafter — the Second Promissory Note), according to which the Company may withdraw up to $1 million to fulfil its ongoing operational needs or preparations towards an Initial Business Combination. The entire unpaid balance shall be payable on the earlier of (i) February 19, 2023, or (ii) the date on which the Company consummates its Initial Business Combination. Any drawn amounts could be prepaid at any time. The promissory note does not bear any interest on the principal amount outstanding thereunder. On December 23, 2021, the Company borrowed $300 thousand under the promissory note. Refer to Note 9 — Subsequent Events b. On December 16, 2020, the Company signed an agreement with the Sponsor, under which the Company shall pay the Sponsor a fixed $10 thousand per month for office space, utilities and other administrative expenses. The monthly payments under this administrative services agreement commenced on the effective date of the registration statement for the initial Public Offering and will continue until the earlier of (i) the consummation of the Company’s initial Business Combination, or (ii) the Company’s liquidation. As of December 31, 2021, the Company accrued for approximately $10 thousand with regards to this agreement, recorded under the Related Party balance. The composition of the Related Party balance as of December 31, 2021, and 2020 is as follows: December 31, 2021 December 31, 2020 In U.S. dollars Promissory note 300,000 149,990 Legal fees paid by Sponsor — 120,000 Accrual for Administrative Services Agreement 10,000 — 310,000 269,990 |
Capital Deficiency
Capital Deficiency | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Moringa Acquisition Corp [Member] | ||
Capital Deficiency [Line Items] | ||
CAPITAL DEFICIENCY | NOTE 7 — CAPITAL DEFICIENCY: a. Ordinary Shares Class A Ordinary Shares On November 20, 2020 the Company issued 100,000 Class A ordinary shares of $0.0001 par value each to designees of the Representative (hereafter — the Representative Shares) for a consideration equal to the par value of the shares. The Representative Shares are deemed to be underwriters’ compensation by FINRA pursuant to Rule 5110 of the FINRA Manual. The Company accounted for the issuance of the Representative Shares as compensation expenses amounting to $860, with a corresponding credit to Additional Paid -In Pursuant to the initial Public Offering and the concurrent Private Placement that were each effected in two closings — on February 19, 2021 and March 3, 2021 — the Company issued and sold an aggregate of 11,500,000 and 380,000 Class A ordinary shares as part of the Units sold in those respective transactions. The Units (which also included Warrants) were sold at a price of $10 per Unit, and for an aggregate consideration of $115 million and $3.8 million in the Public Offering and Private Placement, respectively. See Note 3 above for further information regarding those share issuances. The Company classified its 11,500,000 Public Class A ordinary shares as temporary equity. The remaining 480,000 Private Class A ordinary shares were classified as permanent equity. Class B Ordinary Shares On November 20, 2020 the Company issued 2,875,000 Class B ordinary shares of $0.0001 par value each for a total consideration of $25 thousand to the Sponsor’s wholly -owned -allotment -allotment Class B ordinary shares are convertible into non -redeemable -for-one . b. Preferred shares The Company is authorized to issue up to 5,000,000 Preferred Shares of $0.0001 par value each. As of September 30, 2022, the Company has no preferred shares issued and outstanding. | NOTE 7 — CAPITAL DEFICIENCY: a. Class A Ordinary Shares On November 20, 2020, the Company issued 100,000 Class A ordinary shares of $0.0001 par value each to designees of the Representative (hereafter — the Representative Shares) for a consideration equal to the par value of the shares. The Representative Shares are deemed to be underwriters’ compensation by FINRA pursuant to Rule 5110 of the FINRA Manual. The Company accounted for the issuance of the Representative Shares as compensation expenses amounting to $860, with a corresponding credit to Additional Paid -In Pursuant to the initial Public Offering and the concurrent Private Placement that were each effected in two closings — on February 19, 2021, and March 3, 2021 — the Company issued and sold an aggregate of 11,500,000 and 380,000 Class A ordinary shares as part of the Units sold in those respective transactions. The Units (which also included Warrants) were sold at a price of $10 per Unit, and for an aggregate consideration of $115 million and $3.8 million in the Public Offering and Private Placement, respectively. See Note 3 above for further information regarding those share issuances. The Company classified its 11,500,000 Public Class A ordinary shares as temporary equity. The remaining 480,000 Private Class A ordinary shares were classified as permanent equity. Class B Ordinary Shares On November 20, 2020, the Company issued 2,875,000 Class B ordinary shares of $0.0001 par value each for a total consideration of $25 thousand to the Sponsor’s wholly -owned -allotment -allotment Class B ordinary shares are convertible into non -redeemable -for-one b. The Company is authorized to issue up to 5,000,000 Preferred Shares of $0.0001 par value each. As of December 31, 2021, the Company has no preferred shares issued and outstanding. |
General and Administrative
General and Administrative | 12 Months Ended |
Dec. 31, 2021 | |
Moringa Acquisition Corp [Member] | |
General and Administrative [Abstract] | |
GENERAL AND ADMINISTRATIVE | NOTE 8 — GENERAL AND ADMINISTRATIVE: The formation and other operating expenses for the years ended December 31, 2021, and 2020 are as follows: December 31, 2021 December 31, 2020 In U.S. dollars Legal expenses 353,368 145,000 Audit, bookkeeping and accounting 110,237 50,000 Professional services 78,411 — Management fees 109,295 — Insurance 281,147 — Other 11,475 860 943,933 195,860 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 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 condensed 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. The Company’s management believes that the estimates, judgment and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities at the dates of the consolidated financial statements, and the reported amount of expenses during the reporting periods. Actual results could differ from those estimates. | 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 service fee. The Company records cash payment received from travelers as advance from travelers and deferred revenue. Advance from travelers represent the principally amount to be payable to the hotel service providers. Deferred revenue represents the Company’s estimated service fee 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 services providers, the Company is entitled to commission based on the 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 As of December 31, 2021 and 2020, an amount of $1,491 and $114, respectively, are subject to cancelation. 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 share is calculated by dividing net loss attributable to Ordinary shareholders 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 | d. In February 2016, the FASB issued ASU 2016 -02 -of-use -term In June 2016, the FASB issued ASU No. 2016 -13 | 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 | ||
Basis of presentation of the financial statements: | a. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. In management’s opinion, the unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. The Company’s interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s annual consolidated financial statements and accompanying notes for its fiscal year ended December 31, 2021. The significant accounting policies applied in the annual financial statements of the Company as of December 31, 2021, are applied consistently in these interim consolidated financial statements, unless otherwise stated. | ||
Recently adopted accounting pronouncements: | c. 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. | ||
Moringa Acquisition Corp [Member] | |||
Accounting Policies, by Policy (Policies) [Line Items] | |||
Basis of Presentation | a. Basis of Presentation 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. Use of estimates in the preparation of financial statements The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results may differ from those estimates and such differences may have a material impact on the Company’s financial statements. | 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. Cash and cash equivalents The Company considers as cash equivalents all short -term -term As of September 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. Income tax The Company accounts for income taxes in accordance with ASC 740, “Income Taxes (hereafter — ASC 740). ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative evidence. Deferred tax liabilities and assets are classified as non -current -17 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. Net profit (loss) per share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net profit (loss) per share is computed by dividing net profit (loss) by the weighted average number of shares outstanding during the period. The Company applies the two -class -redeemable -Redeemable In order to determine the net profit (loss) attributable to each class, the Company first considered the total profit (loss) allocable to both sets of shares. This is calculated using the total net profit (loss) less any Interest Earned on Investments Held in Trust Account. Then, the Interest Earned on Investments Held in Trust Account for the period (being the accretion to redemption value of the Class A ordinary shares subject to possible redemption) is fully allocated to the Class A ordinary shares subject to redemption. For each of the three and nine months ended September 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 net profit (loss) per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net profit (loss) per share is the same as basic net profit (loss) per share for each of the periods presented, and for each class. | 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. Recent accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted would have a material effect on the Company’s financial statements. | ||
Emerging Growth Company | b. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging 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. Class A Ordinary Shares subject to possible redemption As discussed in Note 1, all of the 11,500,000 shares of Class A ordinary shares sold as parts of the Units in the Public Offering contain a redemption feature. In accordance with the Accounting Standards Codification 480 -10-S99-3A 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. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. 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. Public Warrants The Company applied the provisions of ASC 815 -40 | g. The Company applied the provisions of ASC 815 -40 | |
Private Warrant liability | h. Private Warrant liability The Company accounts for the warrants in accordance with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”, under which the warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, the Company classifies the 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 | 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. Financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures”, approximates the carrying amounts represented in the balance sheet, primarily due to their short -term | 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. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies (Tables) [Line Items] | |
Schedule of straight-line method over the estimated useful lives of the assets | % Computers and peripheral equipment 33 Office furniture and equipment 7 |
Moringa Acquisition Corp [Member] | |
Significant Accounting Policies (Tables) [Line Items] | |
Schedule of class A ordinary shares subject to possible redemption | 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 |
Other Receivables and Prepaid_2
Other Receivables and Prepaid Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Receivables and Prepaid Expenses [Abstract] | |
Schedule of other receivables and prepaid expenses | December 31, 2021 2020 Deposits *) $ 588 $ 281 AII grants receivable 120 83 Prepaid expenses 1,188 119 Governmental institutions 116 25 Receivables from hotel service providers 496 — Other 7 7 $ 2,515 $ 515 *) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment, Net [Abstract] | |
Schedule of composition of property and equipment | December 31, 2021 2020 Cost: Computers and peripheral equipment $ 103 $ 62 Office furniture and equipment 3 2 106 64 Accumulated depreciation: Computers and peripheral equipment 56 35 Office furniture and equipment 2 — 58 35 Depreciated cost $ 48 $ 29 |
Other Accounts Payable and Ac_2
Other Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Accounts Payable and Accrued Expenses [Abstract] | |
Schedule of other accounts payable and accrued expenses | December 31, 2021 2020 Paycheck protection program loan (1) $ — $ 21 Employees liabilities 468 253 Accrued expenses 273 37 Government institutions 4 5 $ 745 $ 316 (1) |
Preferred Shares and Ordinary_2
Preferred Shares and Ordinary A Shares (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Preferred Shares And Ordinary AShares Abstract | ||
Schedule of composition of preferred shares and ordinary A shares | June 30, 2022 December 31, 2021 Authorized Issued and Authorized Issued and Ordinary A Shares 74,220 65,814 74,220 65,814 Preferred A Shares 242,000 201,712 242,000 201,712 Preferred A-1 Shares 14,000 13,423 14,000 13,423 Preferred A-2 Shares 64,978 64,588 64,978 64,588 395,198 345,537 395,198 345,537 | December 31, December 31, Issued and Issued and Ordinary A shares 74,220 65,814 74,220 65,814 Preferred A shares 242,000 201,712 226,000 201,712 Preferred A-1 shares 14,000 13,423 14,000 13,423 Preferred A-2 shares 64,978 64,588 64,978 64,588 395,198 345,537 379,198 345,537 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Shareholders' Equity [Abstract] | ||
Schedule of ordinary shares of the company confer on their holders voting rights | June 30, 2022 (unaudited) December 31, 2021 Authorized Issued and outstanding Authorized Issued and outstanding Ordinary Shares 604,780 119,977 604,780 119,977 | December 31, December 31, Issued and Issued and Ordinary shares 604,780 119,977 620,780 119,977 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share Based Compensation [Abstract] | |
Schedule of company’s share option plan activity | Number of Weighted Outstanding as of January 1, 2020 25,724 $ 13.17 7.52 $ 76 Granted 7,401 $ 16.38 Exercised — $ — Forfeited (592 ) $ 17.35 Outstanding as of December 31, 2020 32,533 $ 13.82 7.8 $ 79 Granted 8,359 $ 17.35 Exercised — — Forfeited — — Outstanding as of December 31, 2021 40,892 $ 14.55 8.11 $ 372 Exercisable as of December 31, 2020 16,866 $ 11.73 7.75 $ 69 Exercisable as of December 31, 2021 26,517 $ 14.82 7.9 $ 163 |
Schedule of share options granted | 2021 2020 Average Exercise price (Doller) 17.35 17.35 Expected volatility (%) 55.57% – 73.11% 80% Risk-free interest rate (%) 0.76% – 1.15% 0.49% – 0.69% Expected term (Years) 6.25 6 Expected dividend yield (%) — — |
Schedule of share-based compensation expense | December 31, 2021 2020 Research and development, net $ 198 $ 168 Sales and marketing 73 59 General and administrative 192 186 $ 463 $ 413 |
Taxes on Income (Tables)
Taxes on Income (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Taxes on Income [Abstract] | |
Schedule of loss before income taxes | December 31 2021 2020 Domestic (Israel) $ (53,499 ) $ (3,759 ) Foreign 21 23 $ (53,478 ) $ (3,736 ) |
Schedule of income taxes | December 31 2021 2020 Current Domestic — — Foreign $ 6 $ 5 $ 6 $ 5 |
Schedule of amount of the Company’s deferred tax assets and liabilities | December 31, 2021 2020 Deferred tax asset: Vacation accrual $ 24 $ 25 R&D deferred expenses 150 370 Intangible assets 63 18 Operating loss carryforward 3,633 1,693 Valuation allowance (3,840 ) (2,106 ) Total deferred tax asset net 30 — Deferred tax liability Long term loan (30 ) — Total deferred tax liability (30 ) — $ — $ — |
Schedule of reconciliation of the tax benefit at the Israeli statutory tax rate | December 31, 2021 2020 Israel tax provision at statutory rate 23.0 % 23.0 % Non-deductible fair value valuations expenses (18.8 )% (0.6 )% Non-deductible stock compensation (0.2 )% (2.5 )% Change in valuation allowance (3.99 )% (19.8 )% Effective tax rate 0.01 % 0.1 % |
Reporting Segments and Geogra_2
Reporting Segments and Geographic Information (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Reporting Segments and Geographic Information [Abstract] | ||
Schedule of revenue disaggregated by geography, based on the billing address of the Company’s | June 30, 2022 2021 United states $ 14,858 $ 3,882 Canada 614 91 UK 435 50 Other 632 256 $ 16,539 $ 4,279 | December 31, 2021 2020 United States $ 13,774 $ 1,115 Canada 387 37 United Kingdom 229 3 Other 678 49 $ 15,068 $ 1,204 |
Fair Value Mesurements (Tables)
Fair Value Mesurements (Tables) | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Mesurements (Tables) [Line Items] | |||
Schedule of financial instruments that are measured at fair value on a recurring basis | Level June 30, December 31, Financial liabilities: SAFE 3 $ 33,983 $ 27,207 Warrant liability 3 21,114 19,346 $ 55,097 $ 46,553 Financial assets: FCA 3 — 203 Reduced principal payment derivative 3 5 16 $ 5 $ 219 | December 31, Level 2020 2021 Financial liabilities: SAFE 3 $ 27,207 $ 325 Warrant liability 3 19,346 383 Financial assets: FCA 3 (203 ) — Reduced principal payment derivative 3 (16 ) — $ 46,334 $ 708 | |
Schedule of key inputs used in the valuation of the SAFE | Input June 30, 2022 December 31, 2021 January 2021 Initial measurement Expected fair value per share of Preferred Shares $ 75.98 $ 68.10 $ 54.94 Expected fair value per share of Ordinary Shares $ 38.53 $ 38.53 $ 41.43 Probability of equity financing occurrence 5 % 5 % 50 % Probability of liquidity event occurrence 95 % 95 % 50 % Probability of dissolution occurrence 0 % 0 % 0 % Discount upon conversion to Preferred Share 10 % 10 % 10 % Time to liquidity (years) 0.42 0.5 1 Risk-Free Interest 2.25 % 0.19 % 0.1 % Underlying asset volatility 50.85 % 62.67 102.9 % | Input December 31, 2021 January 2021 Initial Expected fair value per share of Preferred shares $ 68.10 $ 54.94 Expected fair value per share of Ordinary shares $ 38.53 $ 41.43 Probability of equity financing occurrence 5 % 50 % Probability of liquidity event occurrence 95 % 50 % Probability of dissolution occurrence 0 % 0 % Discount upon conversion to Preferred share 10 % 10 % Time to liquidity (years) 0.5 1 Risk-Free Interest 0.19 % 0.1 % Underlying asset volatility 62.67 102.9 % | |
Schedule of key inputs used in the valuation of the investor warrant liability | Input June 30, 2022 December 31, 2021 Exercise price $ 36.91 $ 36.91 Time to liquidation (years) 0.42 0.5 Risk free rate 2.25 % 0.19 % Expected Volatility 56.51 % 62.67 % Probability of initial public offering occurrence 95 % 95 % Probability of equity financing occurrence 5 % 5 % Input June 30, 2022 December 31, October 13, 2021 Initial Measurement March 25, 2021 Initial Measurement Exercise price $ 0.01 – $36.909 $ 0.01 – $36.909 $ 0.01 $ 36.909 Time to liquidation (years) 0.42 0.5 0.22 0.75 Risk free rate 2.25% 0.19% 0.05 % 0.06 % Expected Volatility 56.51% 62.67% 59.65 % 93.96 % Probability of initial public offering occurrence 95% 95% 60 % 50 % Probability of equity financing occurrence 5% 5% 40 % 50 % | Input December 31, 2021 December 31, 2020 September 30, Initial measurement Exercise price $ 36.91 $ 36.91 $ 36.91 Time to liquidation (years) 0.5 1 1.25 Risk free rate 0.19 % 0.1 % 0.01 % Expected Volatility 62.67 % 102.9 % 118.4 % Probability of initial public offering occurrence 95 % 50 % 50 % Probability of equity financing occurrence 5 % 50 % 50 % Input December 31, 2021 October 13, Initial Measurement March 25, Initial Measurement Exercise price $ 0.01 – $36.909 $ 0.01 $ 36.909 Time to liquidation (years) 0.5 0.22 0.75 Risk free rate 0.19% 0.05 % 0.06 % Expected Volatility 62.67% 59.65 % 93.96 % Probability of initial public offering occurrence 95% 60 % 50 % Probability of equity financing occurrence 5% 40 % 50 % | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | SAFE Balance as of January 1, 2022 $ 27,207 Issuance of SAFE 4,000 Change in fair value 2,776 Balance as of June 30, 2022 $ 33,983 Balance as of January 1, 2021 $ 325 Issuance of SAFE 1,675 Change in fair value 25,207 Balance as of December 31, 2021 $ 27,207 Warrant Balance as of January 1, 2022 $ 19,346 Change in fair value 1,768 Balance as of June 30, 2022 $ 21,114 Balance as of January 1, 2021 383 Issuance of Discount warrants 1,144 Change in fair value 17,819 Balance as of December 31, 2021 $ 19,346 FCA Reduced Balance as of January 1, 2022 $ 203 $ 16 Change in fair value (203 ) (11 ) Balance as of June 30, 2022 $ — $ 5 FCA Reduced Balance as of January 1, 2021 $ — $ — Issuance of FCA and Reduced Principal payment derivative 256 16 Change in fair value (12 ) * ) Exercise of FCA (65 ) — Balance as of December 31, 2021 $ 203 $ 16 | SAFE Balance as of January 1, 2020 $ — Issuance of SAFE 325 Balance as of December 31, 2020 325 Issuance of SAFE 1,675 Change in fair value 25,207 Balance as of December 31, 2021 $ 27,207 Warrant Balance as of January 1, 2020 $ — Issuance of investors warrants 286 Change in fair value 97 Balance as of December 31, 2020 383 Issuance of Discount warrants 1,144 Change in fair value 17,819 Balance as of December 31, 2021 $ 19,346 Reduced Balance as of December 31, 2020 $ — $ — Issuance of FCA 256 16 Change in fair value (12 ) * ) Exercise of FCA (65 ) — Balance as of December 31, 2021 $ 203 $ 16 | |
Moringa Acquisition Corp [Member] | |||
Fair Value Mesurements (Tables) [Line Items] | |||
Schedule of assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy | Level September 30, December 31, Assets: Money market funds held in Trust Account 1 115,699,122 115,006,372 Liabilities: Private Warrant Liability 3 19,247 160,341 | Level December 31, 2021 Assets: Money market funds held in Trust Account 1 115,006,372 Liabilities: Private Warrant Liability 3 160,341 | |
Schedule of quantitative information regarding level 3 fair value measurements inputs | September 30, December 31, Share price $ 10.0 10.0 Strike price $ 11.5 11.5 Volatility 50 % 50 % Risk-free interest rate 4.04 % 1.26 % Dividend yield 0.00 % 0.00 % | As of Share price $ 10.0 Strike price $ 11.5 Term (in years) 5.5 Volatility 50 % Risk-free interest rate 1.26 % Dividend yield 0.00 % | |
Schedule of derivative warrant liabilities | In U.S. dollars Value of private warrant liability measured with Level 3 inputs at Initial Measurement 342,684 Change in fair value of private warrant liability measured with Level 3 inputs (182,343 ) Transfer in/out — Value of warrant liability measured with Level 3 inputs on December 31, 2021 160,341 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Loss Per Share (Tables) [Line Items] | |||
Schedule of basic and diluted net profit (loss) per share attributed to the ordinary shareholders | Six months ended June 30, 2022 2021 Numerator: Net loss attributable to the Company Ordinary Shares $ 13,658 $ 10,127 Denominator: Weighted average stock used in computing net loss per share attributed to Ordinary Shares, basic and diluted 101,321 82,829 Net loss per share attributable to Ordinary Shares, basic and diluted: $ (134.80 ) $ (122.26 ) | Year ended 2021 2020 Numerator: Net loss attributable to the Company Ordinary shareholders $ 53,484 $ 3,741 Denominator: Weighted average stock used in computing net loss per share attributed to Ordinary shareholders, basic and diluted 87,487 65,639 Net loss per share attributable to Ordinary shareholders, basic and diluted: $ (611.33 ) $ (56.99 ) | |
Schedule of diluted net loss per shares attributable to ordinary shareholders | Six months ended June 30, 2022 2021 (Unaudited) Restricted Ordinary Shares 13,869 32,361 Preferred Shares 279,723 279,723 Ordinary A Share 65,814 65,814 Warrant liability 37,829 35,429 SAFE 585,551 51,989 Outstanding share options 40,572 38,102 Total 1,023,358 503,418 | Year ended 2021 2020 Restricted Ordinary shares 23,116 41,608 Preferred shares 279,723 279,723 Common A share 65,814 65,814 Warrant liability 37,374 14,838 SAFE 51,989 8,448 Outstanding share options 40,892 32,533 Total 498,908 442,964 | |
Moringa Acquisition Corp [Member] | |||
Loss Per Share (Tables) [Line Items] | |||
Schedule of basic and diluted net profit (loss) per share attributed to the ordinary shareholders | Nine months ended Three months ended 2022 2021 2022 2021 Net profit (loss) for the period $ 89,613 $ (513,452 ) $ 292,579 $ (223,905 ) Accretion to Class A ordinary shares subject to possible redemption to redemption amount (“Accretion”) (692,750 ) — (520,023 ) — Net loss including Accretion $ (603,137 ) $ (513,452 ) $ (227,444 ) $ (223,905 ) Class A ordinary shares subject to possible redemption: Numerator: Net loss including Accretion $ (466,919 ) $ (379,751 ) $ (176,076 ) $ (173,336 ) Accretion 692,750 — 520,023 — $ 225,831 $ (379,751 ) $ 343,947 $ (173,336 ) Denominator: weighted average number of shares 11,500,000 9,303,704 11,500,000 11,500,000 Basic and diluted net profit (loss) per Class A ordinary share subject to possible redemption $ 0.02 $ (0.04 ) $ 0.03 $ (0.02 ) Non-redeemable Class A and B ordinary shares: Numerator: Net loss including Accretion $ (136,218 ) $ (133,701 ) $ (51,368 ) $ (50,569 ) Denominator: weighted average number of shares 3,355,000 3,443,296 3,355,000 3,355,000 Basic and diluted net loss per non-redeemable Class A and B ordinary share $ (0.04 ) $ (0.04 ) $ (0.02 ) $ (0.02 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Moringa Acquisition Corp [Member] | ||
Related Party Transactions (Tables) [Line Items] | ||
Schedule of composition of the related party balance | September 30, December 31, In U.S. dollars Promissory note 1,000,000 300,000 Accrual for Administrative Services Agreement 10,000 10,000 1,010,000 310,000 | December 31, 2021 December 31, 2020 In U.S. dollars Promissory note 300,000 149,990 Legal fees paid by Sponsor — 120,000 Accrual for Administrative Services Agreement 10,000 — 310,000 269,990 |
General and Administrative (Tab
General and Administrative (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Moringa Acquisition Corp [Member] | |
General and Administrative (Tables) [Line Items] | |
Schedule of formation and other operating expenses | December 31, 2021 December 31, 2020 In U.S. dollars Legal expenses 353,368 145,000 Audit, bookkeeping and accounting 110,237 50,000 Professional services 78,411 — Management fees 109,295 — Insurance 281,147 — Other 11,475 860 943,933 195,860 |
General (Details)
General (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | |
General (Details) [Line Items] | |||||
Accumulated deficit | $ 64,078 | ||||
Incurred operating losses | $ 8,392 | $ 3,334 | 9,227 | $ 3,615 | |
operating activities | 877 | $ 5,013 | |||
Percentage of secured senior convertible note | 5% | ||||
Secured senior convertible note amount | $ 300,000 | $ 1,000,000 | |||
Legal fees | 305 | ||||
Legal fees paid | 50 | ||||
Accumulated deficit | (77,736) | (64,078) | $ (10,594) | ||
HOLISTO LTD. [Member] | |||||
General (Details) [Line Items] | |||||
Incurred operating losses | 8,392 | $ 9,227 | |||
Accumulated deficit | $ 77,736 | ||||
Securities Purchase Agreement [Member] | |||||
General (Details) [Line Items] | |||||
Percentage of secured senior convertible note | 5% | ||||
Secured senior convertible note amount | $ 30,000 | ||||
Maturity year | 2 years | ||||
warrants (in Shares) | 1,363,636 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 11.5 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies (Details) [Line Items] | ||||
Cancelation amount | $ 114 | $ 1,491 | ||
Research and development expenses | 321 | $ 471 | ||
Advertising and marketing expenses | $ 12,223 | 1,231 | ||
Deposit rate percentage | 8.33% | |||
Severance cost | $ 193 | $ 109 | ||
Moringa Acquisition Corp [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Share amount (in Shares) | 11,500,000 | 11,500,000 | ||
Purchase shares (in Shares) | 5,940,000 | 5,940,000 | ||
Federal depository insurance coverage | $ 250,000 | $ 250,000 | ||
Incurred offering costs | 334,345 | |||
Underwriter discount | 2,300,000 | |||
Remaining amount | $ 7,599 | |||
Percentage of tax benefit | 50% | 50% | ||
Shares subject to possible redemption | $ 2,551,880 | |||
Short Term Deposits [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Weighted average annual rate | 0.01% | 0.01% |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of straight-line method over the estimated useful lives of the assets | 12 Months Ended |
Dec. 31, 2021 | |
Schedule Of Straight Line Method Over The Estimated Useful Lives Of The Assets Abstract | |
Computers and peripheral equipment | 33% |
Office furniture and equipment | 7% |
Other Receivables and Prepaid_3
Other Receivables and Prepaid Expenses (Details) - Schedule of other receivables and prepaid expenses - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Schedule Of Other Receivables And Prepaid Expenses Abstract | |||
Deposits | [1] | $ 588 | $ 281 |
AII grants receivable | 120 | 83 | |
Prepaid expenses | 1,188 | 119 | |
Governmental institutions | 116 | 25 | |
Income to receive from hotel service providers | 496 | ||
Other | 7 | 7 | |
Total | $ 2,515 | $ 515 | |
[1]As part of the Company’s agreement with certain hotel service providers, the Company provided a cash deposit to the hotel service provider as a guarantee for its transactions with the travelers. |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expenses | $ 23 | $ 17 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of composition of property and equipment - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 106 | $ 64 |
Accumulated depreciation | 58 | 35 |
Depreciated cost | 48 | 29 |
Computers and peripheral equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 103 | 62 |
Accumulated depreciation | 56 | 35 |
Office furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 3 | 2 |
Accumulated depreciation | $ 2 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets [Abstract] | |||
Net of acquisition cost | $ 896 | ||
Amortized period | 3 years | ||
Amortization expense | $ 299 | $ 124 |
Other Accounts Payable and Ac_3
Other Accounts Payable and Accrued Expenses (Details) - Schedule of other accounts payable and accrued expenses - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Schedule of Other Accounts Payable and Accrued Expenses [Abstract] | |||
Paycheck protection program loan | [1] | $ 21 | |
Employees liabilities | 468 | 253 | |
Accrued expenses | 273 | 37 | |
Government institutions | 4 | 5 | |
Total other accounts payable and accrued expenses | $ 745 | $ 316 | |
[1]See Note 7d regarding the United States Small Business Administration assistance to businesses and loans provided. |
Long-Term Loans (Details)
Long-Term Loans (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||
Nov. 10, 2022 USD ($) | Oct. 13, 2021 USD ($) shares | May 06, 2020 USD ($) | Dec. 31, 2022 USD ($) | Feb. 28, 2022 | Dec. 31, 2021 USD ($) $ / shares shares | Jul. 31, 2021 USD ($) | Apr. 16, 2021 USD ($) | Mar. 31, 2021 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Sep. 14, 2022 USD ($) | Apr. 16, 2022 USD ($) | Oct. 13, 2021 ₪ / shares | Jan. 31, 2021 USD ($) | Dec. 31, 2020 $ / shares | |
Long-Term Loans (Details) [Line Items] | ||||||||||||||||||
Existing investors total | $ 2,000,000 | |||||||||||||||||
Advance received | $ 325,000 | |||||||||||||||||
Future equity agreements, description | Pursuant to the applicable agreements, the SAFE automatically converts into Preferred Shares upon a future equity financing of at least $3,000 in which the Company sold such Preferred Shares. The number of Preferred Shares into which the SAFE would convert would be SAFE amount divided by the lower of (i) per-share price of the Preferred Share issued in the financing less a discount of 10%, and (ii) a per-share price obtained by dividing a valuation cap of $21,000 by the Company’s capitalization, on a fully diluted basis, immediately prior to the equity financing, excluding the SAFE, any other SAFEs and convertible loans (the “Company Capitalization” and the “Safe Price”, respectively); provided however, that in no event shall the conversion price be less than a per-share price obtained by dividing $19,500 by the Company Capitalization, unless the equity financing is made at a valuation which is lower than $19,500, in which event the SAFE will convert at the same per-share price as that determined in such equity financing. The number of shares that could be issued upon conversion SAFE is not limited. | Pursuant to the applicable agreements, the SAFE automatically converts into Preferred shares upon a future equity financing of at least $3,000 in which the Company sold such Preferred shares. The number of Preferred shares into which the SAFE would convert would be SAFE amount divided by the lower of (i) per-share price of the Preferred share issued in the financing less a discount of 10%, and (ii) a per-share price obtained by dividing a valuation cap of $21,000 by the Company’s capitalization, on a fully diluted basis, immediately prior to the equity financing, excluding the SAFE, any other SAFEs and convertible loans (the “Company Capitalization” and the “Safe Price”, respectively); provided however, that in no event shell the conversion price be less than a per-share price obtained by dividing $19,500 by the Company Capitalization, unless the equity financing is made at a valuation which is lower than $19,500, in which event the SAFE will convert at the same per-share price as that determined in such equity financing. The number of shares that could be issued upon conversion SAFE is not limited. | ||||||||||||||||
Valuation capital amount | $ 600,000,000 | |||||||||||||||||
Fair value adjustment | 2,776,000 | $ 4,170,000 | $ 25,207,000 | |||||||||||||||
Debt Instrument fair value | 27,207,000 | |||||||||||||||||
Borrowed working capital | $ 3,000,000 | |||||||||||||||||
Interest rate | 10% | 7% | 11.50% | 11.50% | 11.50% | |||||||||||||
Principal amount percentage | 3% | 3% | ||||||||||||||||
Additional loan amount | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||||||||||||
Warrant purchase (in Shares) | shares | 20,591,000 | 20,591 | ||||||||||||||||
Exercise price | $ 36,909 | $ 36,909 | ||||||||||||||||
Loan agreement, description | the Company raises more than $10,000 in an equity financing, the monthly repayment amount of the principal for 6 months will be reduced to 2% instead of 3%. | the Company raises more than $10,000 in an equity financing, the monthly repayment amount of the principal for 6 months will be reduced to 2% instead of 3%. | ||||||||||||||||
Proceeds received | $ 3,000,000 | $ 3,000,000 | ||||||||||||||||
Fair value residual proceeds amount | $ 4,000,000 | $ 2,733,000 | ||||||||||||||||
Borrowed additional funding | $ 1,500,000 | |||||||||||||||||
Capital, description | If the Company does not consummate an equity capital raise reflecting a Company pre money valuation of at least $100,000 during the first 6 months following the agreement date, then, the Company shall grant Discount Capital an additional Warrant to purchase additional 1,200 Preferred A Shares at the par value of NIS 0.01 per share. | In addition, as part of the terms of the Second Loan Agreement, the Company granted an additional Warrant to Discount Capital, according to which Discount Capital is entitled to purchase 2,400 Preference A share of the Company at its par value of NIS 0.01 per share, and can be exercised for 7 years from its grant or at the consummation of a qualified acquisition as specified in the such additional Warrant, whichever is earlier. If the Company does not consummate an equity capital raise reflecting a Company pre money valuation of at least $100,000 during the first 6 months following the agreement date, then, the Company shall grant Discount Capital an additional Warrant to purchase additional 1,200 Preferred A shares at the par value of NIS 0.01 per share. | ||||||||||||||||
One-time fee | $ 200,000 | $ 200,000 | ||||||||||||||||
Loans received | $ 4,170 | $ 21,000 | $ 87,500 | |||||||||||||||
Loan payable years | 5 years | 5 years | ||||||||||||||||
Interest accrued | $ 87.5 | $ 21 | ||||||||||||||||
Financial income | $ 109,000 | |||||||||||||||||
Discount rate | 20% | 20% | ||||||||||||||||
Aggregate purchase percentage | 20% | |||||||||||||||||
Valuation capital liquidation | $ 21,000,000 | |||||||||||||||||
Fair value safe | $ 29,983,000 | $ 27,207,000 | ||||||||||||||||
Borrowed working capital | $ 3,000,000 | $ 3,000,000 | ||||||||||||||||
Price per share (in New Shekels per share) | (per share) | $ 0.01 | $ 0.01 | $ 0.01 | ₪ 0.01 | $ 0.01 | |||||||||||||
Convertible note | $ 30,000,000 | |||||||||||||||||
Loans received | 4,000,000 | |||||||||||||||||
Safe agreement, description | the Company signed two amendments to the 2021 SAFE agreements according to which: (i) the discount rate was changed from 20% to 25% (ii) the valuation cap for purposes of calculating conversion price was reduced to $400,000 instead of $600,000, and (iii) the requirement to obtain subscription of convertible notes, as condition precedent for the transfer of funds under the 2021 SAFE, was reduced to $30,000 instead of $75,000. | |||||||||||||||||
Safe agreements amount | 250,000 | |||||||||||||||||
Safe agreements amount | 310,000 | |||||||||||||||||
Preferred Shares [Member] | ||||||||||||||||||
Long-Term Loans (Details) [Line Items] | ||||||||||||||||||
Discount rate | 20% | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Long-Term Loans (Details) [Line Items] | ||||||||||||||||||
Fair value residual proceeds amount | $ 2,733,000 | |||||||||||||||||
Preferred Shares [Member] | ||||||||||||||||||
Long-Term Loans (Details) [Line Items] | ||||||||||||||||||
Discount rate | 20% | |||||||||||||||||
HOLISTO LTD. [Member] | ||||||||||||||||||
Long-Term Loans (Details) [Line Items] | ||||||||||||||||||
Valuation capital amount | $ 600,000 | |||||||||||||||||
PPP loan [Member] | ||||||||||||||||||
Long-Term Loans (Details) [Line Items] | ||||||||||||||||||
Interest rate | 1% | 1% | ||||||||||||||||
Initial Public Offering [Member] | ||||||||||||||||||
Long-Term Loans (Details) [Line Items] | ||||||||||||||||||
Valuation capital amount | $ 21,000,000 | |||||||||||||||||
Preference A Shares [Member] | ||||||||||||||||||
Long-Term Loans (Details) [Line Items] | ||||||||||||||||||
Discount capital purchase (in Shares) | shares | 2,400 | 2,400 | 2,400 | |||||||||||||||
New Additional Loan [Member] | ||||||||||||||||||
Long-Term Loans (Details) [Line Items] | ||||||||||||||||||
Loan amount | $ 1,500,000 | |||||||||||||||||
Financing Agreement [Member] | ||||||||||||||||||
Long-Term Loans (Details) [Line Items] | ||||||||||||||||||
Proceeds received | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||
Fair value residual proceeds amount | 895,000 | 895,000 | ||||||||||||||||
SAFE [Member] | ||||||||||||||||||
Long-Term Loans (Details) [Line Items] | ||||||||||||||||||
Valuation capital amount | $ 600,000,000 | |||||||||||||||||
Discount rate | 20% | |||||||||||||||||
SAFE [Member] | HOLISTO LTD. [Member] | ||||||||||||||||||
Long-Term Loans (Details) [Line Items] | ||||||||||||||||||
Valuation capital amount | $ 600,000 | |||||||||||||||||
Business Combination agreement [Member] | ||||||||||||||||||
Long-Term Loans (Details) [Line Items] | ||||||||||||||||||
Company signed SAFEs amount | $ 4,000,000 | $ 4,000,000 | ||||||||||||||||
Aggregate amount | $ 75,000,000 | $ 75,000,000 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Aug. 20, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingent Liabilities (Details) [Line Items] | |||||
Lease expenses | $ 128,000 | $ 118,000 | $ 88,000 | ||
Royalty rate percentage | 3% | 3% | |||
Contingent obligation | $ 1,025 | $ 913 | |||
Loan agreement description | Once Discount Capital shall have utilized any portion of the Cushion Deposit, Company shall have 60 days from the receipt the applicable utilization notice to make the Cushion Deposit whole again• Company shall maintain in its bank accounts an aggregate amount of unrestricted cash or cash equivalents in an amount of at least $500 (“Minimum Cash Amount”).Once, following the Loan Agreement closing, the Company shall have consummated raising equity capital in an aggregate amount exceeding $5,000, the Minimum CashAmount shall be changed from time to time such that it shall, at all times during any calendar quarter, be at least equal to the higher of (i) the aggregate cash flow burned by the Company on a consolidated basis during the immediately preceding calendar quarter, and (ii) $500.In the event that in light of the financial condition of the Company or the market terms the Company shall reduce the aggregate amount of all of its deposits as determined in Loan Agreement (whether existing or future), the Minimum Cash Amount shall be further increased as set in the Loan Agreement.• The Monthly Gross Bookings Value, as defined in the Loan Agreement, as of the end of any two consecutive calendar months shall not decrease by more than 50% compared to the Base Monthly Gross Bookings Value as determined in Loan Agreement (“Base Monthly Gross Bookings Value”), and (ii) the monthly Gross Booking Value as of the end of any six consecutive calendar months shall not decrease by more than 20% compared to the Base Monthly Gross Booking Value.• Commencing on the Additional Loan disbursement date and at any time thereafter the simple average of Monthly Profitability, as determined in Loan Agreement, during any three months period shall at all times be positive (i.e., more than zero); and Monthly Booking Value of the Company at any calendar month shall exceed $5,000.• Until the consummation by the Company of an equity round in an aggregate amount exceeding $7,500, the Monthly Revenues to Bookings Ratio, as determined in Loan Agreement, in each calendar month following the Loan Agreement closing shall not be less than 50% of the Determining Ratio as determined in Loan Agreement | • Once Discount Capital shall have utilized any portion of the Cushion Deposit, Company shall have 60 days from the receipt the applicable utilization notice to make the Cushion Deposit whole again• Company shall maintain in its bank accounts an aggregate amount of unrestricted cash or cash equivalents in an amount of at least $500 (“Minimum Cash Amount”).Once, following the Loan Agreement closing, the Company shall have consummated raising equity capital in an aggregate amount exceeding $5,000, the Minimum CashAmount shall be changed from time to time such that it shall, at all times during any calendar quarter, be at least equal to the higher of (i) the aggregate cash flow burned by the Company on a consolidated basis during the immediately preceding calendar quarter, and (ii) $500.In the event that in light of the financial condition of the Company or the market terms the Company shall reduce the aggregate amount of all of its deposits as determined in Loan Agreement (whether existing or future), the Minimum Cash Amount shall be further increased as set in the Loan Agreement.• The Monthly Gross Bookings Value, as defined in the Loan Agreement, as of the end of any two consecutive calendar months shall not decrease by more than 50% compared to the Base Monthly Gross Bookings Value as determined in Loan Agreement (“Base Monthly Gross Bookings Value”), and (ii) the monthly Gross Booking Value as of the end of any six consecutive calendar months shall not decrease by more than 20% compared to the Base Monthly Gross Booking Value.• Commencing on the Additional Loan disbursement date and at any time thereafter the simple average of Monthly Profitability, as determined in Loan Agreement, during any three months period shall at all times be positive (i.e., more than zero); and Monthly Booking Value of the Company at any calendar month shall exceed $5,000.• Until the consummation by the Company of an equity round in an aggregate amount exceeding $7,500, the Monthly Revenues to Bookings Ratio, as determined in Loan Agreement, in each calendar month following the Loan Agreement closing shall not be less than 50% of the Determining Ratio as determined in Loan Agreement | |||
Lien deposit amount | $ 50 | $ 50,000 | |||
Legal expanses | 305,000 | ||||
Minimum [Member] | |||||
Commitments and Contingent Liabilities (Details) [Line Items] | |||||
Legal expanses | $ 50,000 | ||||
Maximum [Member] | |||||
Commitments and Contingent Liabilities (Details) [Line Items] | |||||
Legal expanses | $ 75,000 | ||||
Moringa Acquisition Corp [Member] | |||||
Commitments and Contingent Liabilities (Details) [Line Items] | |||||
Legal expanses | $ 353,368 | 145,000 | |||
Underwriters deferred discount percentage | 3.50% | 3.50% | |||
Moringa Acquisition Corp [Member] | Public Offering [Member] | |||||
Commitments and Contingent Liabilities (Details) [Line Items] | |||||
Gross proceeds | $ 4,025,000 | $ 4,025,000 | |||
HOLISTO LTD. [Member] | |||||
Commitments and Contingent Liabilities (Details) [Line Items] | |||||
Contingent obligation | 913,000 | 1,084,000 | |||
Vehicles [Member] | |||||
Commitments and Contingent Liabilities (Details) [Line Items] | |||||
Lease expenses | $ 11,000 | $ 28,000 | $ 25,000 |
Preferred Shares and Ordinary_3
Preferred Shares and Ordinary A Shares (Details) | 9 Months Ended | 12 Months Ended | |||||||||
Oct. 31, 2020 USD ($) shares | Sep. 30, 2020 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Sep. 30, 2022 ₪ / shares | Jun. 30, 2022 $ / shares shares | Oct. 13, 2021 $ / shares | Mar. 25, 2021 $ / shares | Dec. 31, 2020 $ / shares shares | Oct. 31, 2020 ₪ / shares | Sep. 30, 2020 ₪ / shares | |
Preferred Shares and Ordinary A Shares (Details) [Line Items] | |||||||||||
Interest rate | 12% | 12% | |||||||||
Price per share rate | 8% | 8% | |||||||||
Issued rate | 50% | 50% | |||||||||
Outstanding rate | 50% | ||||||||||
Pre-money valuation | $ 369,089 | $ 369,089 | |||||||||
Gross proceed | $ 16,000,000 | $ 16,000,000 | |||||||||
Ordinary shares vote | one | one | |||||||||
Exercisable warrants (in Shares) | shares | 279,723 | 279,723 | 279,723 | ||||||||
Warrants (in Shares) | shares | 14,838 | 14,838 | |||||||||
Total consideration | $ 1,092,000 | $ 1,092,000 | |||||||||
Issuance expenses | 3,000 | 3,000 | $ 806,000 | ||||||||
Warrant issuance expenses | 286,000 | $ 286,000 | $ 286,000 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price (in Dollars per share) | $ / shares | $ 36.91 | $ 36.91 | $ 36.91 | $ 0.01 | $ 36.909 | $ 36.91 | |||||
Net of issuance expenses | $ 806,000 | $ 806,000 | |||||||||
Warrants exercised term | 48 months | ||||||||||
Warrant [Member] | |||||||||||
Preferred Shares and Ordinary A Shares (Details) [Line Items] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price (in Dollars per share) | $ / shares | $ 36.9 | ||||||||||
Preferred A Shares [Member] | |||||||||||
Preferred Shares and Ordinary A Shares (Details) [Line Items] | |||||||||||
Exercisable warrants (in Shares) | shares | 29,667 | 29,667 | 14,838 | 14,838 | |||||||
Preferred shares par value (in New Shekels per share) | ₪ / shares | ₪ 0.01 | ₪ 0.01 | ₪ 0.01 | ||||||||
Warrants exercise price (in Dollars per share) | $ / shares | $ 36.9 |
Preferred Shares and Ordinary_4
Preferred Shares and Ordinary A Shares (Details) - Schedule of composition of preferred shares and ordinary A shares - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred Shares and Ordinary A Shares (Details) - Schedule of composition of preferred shares and ordinary A shares [Line Items] | |||
Authorized | $ 395,198 | $ 395,198 | $ 379,198 |
Issued and outstanding | 345,537 | 345,537 | |
Ordinary A Shares [Member] | |||
Preferred Shares and Ordinary A Shares (Details) - Schedule of composition of preferred shares and ordinary A shares [Line Items] | |||
Authorized | 74,220 | 74,220 | 74,220 |
Issued and outstanding | 65,814 | 65,814 | |
Preferred A Shares [Member] | |||
Preferred Shares and Ordinary A Shares (Details) - Schedule of composition of preferred shares and ordinary A shares [Line Items] | |||
Authorized | 242,000 | 242,000 | 226,000 |
Issued and outstanding | 201,712 | 201,712 | |
Preferred A-1 Shares [Member] | |||
Preferred Shares and Ordinary A Shares (Details) - Schedule of composition of preferred shares and ordinary A shares [Line Items] | |||
Authorized | 14,000 | 14,000 | 14,000 |
Issued and outstanding | 13,423 | 13,423 | |
Preferred A-2 Shares [Member] | |||
Preferred Shares and Ordinary A Shares (Details) - Schedule of composition of preferred shares and ordinary A shares [Line Items] | |||
Authorized | $ 64,978 | 64,978 | 64,978 |
Issued and outstanding | $ 64,588 | $ 64,588 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - shares | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Shareholders' Equity (Details) [Line Items] | |||
Shareholders approved the reclassification | 16,000 | ||
Preferred shares authorized | 320,978 | 320,978 | 304,978 |
Preferred A share [Member] | |||
Shareholders' Equity (Details) [Line Items] | |||
Preferred shares authorized | 16,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Schedule of ordinary shares of the company confer on their holders voting rights - shares | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Ordinary Shares Of The Company Confer On Their Holders Voting Rights [Abstract] | |||
Ordinary shares, Authorized | 604,780 | 604,780 | 620,780 |
Ordinary shares, Issued and outstanding | 119,977 | 119,977 |
Share Based Compensation (Detai
Share Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation (Details) [Line Items] | ||||
Repurchase agreement (in Dollars) | $ 1,300 | |||
Purchase of ordinary shares | 44,946 | |||
Options vested percentage | 25% | |||
Dividend yield percentage | 0% | |||
Unrecognized compensation cost (in Dollars) | $ 891 | $ 349 | ||
Weighted fair value of options granted (in Dollars per share) | $ 21,370 | $ 13,410 | ||
Minimum [Member] | ||||
Share Based Compensation (Details) [Line Items] | ||||
Restricted percentage shares | 25% | |||
Maximum [Member] | ||||
Share Based Compensation (Details) [Line Items] | ||||
Restricted percentage shares | 75% | |||
Chief Executive Officer [Member] | ||||
Share Based Compensation (Details) [Line Items] | ||||
Repurchase of ordinary shares | 42,003 | |||
Number of shares vested | 28,877 | |||
Restricted shares | 13,126 | |||
Chief Technology Officer [Member] | ||||
Share Based Compensation (Details) [Line Items] | ||||
Repurchase of ordinary shares | 16,699 | |||
Number of shares vested | 11,481 | |||
Restricted shares | 5,218 | |||
Vice President [Member] | ||||
Share Based Compensation (Details) [Line Items] | ||||
Repurchase of ordinary shares | 15,268 | |||
Number of shares vested | 10,496 | |||
Restricted shares | 4,772 |
Share Based Compensation (Det_2
Share Based Compensation (Details) - Schedule of company’s share option plan activity - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Company SShare Option Plan Activity Abstract | ||
Number of options, Outstanding Beginning | 32,533 | 25,724 |
Weighted average exercise price, Outstanding Beginning | $ 13.82 | $ 13.17 |
Weighted average Remaining Contractual Life (Years), Outstanding Beginning | 7 years 6 months 7 days | |
Aggregated Intrinsic Value, Outstanding Beginning | $ 79 | $ 76 |
Number of options, Granted | 8,359 | 7,401 |
Weighted average exercise price, Granted | $ 17.35 | $ 16.38 |
Number of options, Exercised | ||
Weighted average exercise price, Exercised | ||
Number of options, Forfeited | (592) | |
Weighted average exercise price, Forfeited | $ 17.35 | |
Number of options, Outstanding ending | 40,892 | 32,533 |
Weighted average exercise price, Outstanding ending | $ 14.55 | $ 13.82 |
Weighted average Remaining Contractual Life (Years), Outstanding ending | 8 years 1 month 9 days | 7 years 9 months 18 days |
Number of options, Outstanding | $ 372 | $ 79 |
Number of options, Exercisable ending | 26,517 | 16,866 |
Weighted average exercise price, Exercisable ending | $ 14.82 | $ 11.73 |
Weighted average Remaining Contractual Life (Years), Exercisable ending | 7 years 10 months 24 days | 7 years 9 months |
Aggregated Intrinsic Value, Outstanding Ending | $ 163 | $ 69 |
Share Based Compensation (Det_3
Share Based Compensation (Details) - Schedule of share options granted - Black-Scholes Option-Pricing Model [Member] | 12 Months Ended |
Dec. 31, 2021 $ / shares | |
Share Based Compensation (Details) - Schedule of share options granted [Line Items] | |
Average Exercise price (Doller) (in Dollars per share) | $ 17.35 |
Expected volatility (%) | 80% |
Expected term (Years) | 6 years |
Expected dividend yield (%) | |
Minimum [Member] | |
Share Based Compensation (Details) - Schedule of share options granted [Line Items] | |
Risk-free interest rate (%) | 0.49% |
Maximum [Member] | |
Share Based Compensation (Details) - Schedule of share options granted [Line Items] | |
Risk-free interest rate (%) | 0.69% |
Share Based Compensation (Det_4
Share Based Compensation (Details) - Schedule of share-based compensation expense - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Share Based Compensation Expense Abstract | ||
Research and development, net | $ 198 | $ 168 |
Sales and marketing | 73 | 59 |
General and administrative | 192 | 186 |
Total share based compensation expense | $ 463 | $ 413 |
Taxes on Income (Details)
Taxes on Income (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Taxes on Income (Details) [Line Items] | |||
Effective tax rate | 0.05% | 0.08% | |
Unrecognized tax benefits (in Dollars) | $ 4,394,000 | $ 3,840,000 | |
Israeli [Member] | |||
Taxes on Income (Details) [Line Items] | |||
Corporate tax rate | 23% | ||
Net operating loss carryforwards (in Dollars) | $ 7,608 | ||
US subsidiary [Member] | |||
Taxes on Income (Details) [Line Items] | |||
Effective tax rate | 21% |
Taxes on Income (Details) - Sch
Taxes on Income (Details) - Schedule of loss before income taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Loss Before Income Taxes Abstract | ||
Domestic (Israel) | $ (53,499) | $ (3,759) |
Foreign | 21 | 23 |
Total loss before income taxes | $ (53,478) | $ (3,736) |
Taxes on Income (Details) - S_2
Taxes on Income (Details) - Schedule of income taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||
Domestic | ||
Foreign | 6 | 5 |
Total | $ 6 | $ 5 |
Taxes on Income (Details) - S_3
Taxes on Income (Details) - Schedule of amount of the Company’s deferred tax assets and liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred tax asset: | ||
Vacation accrual | $ 24 | $ 25 |
R&D deferred expenses | 150 | 370 |
Intangible assets | 63 | 18 |
Operating loss carryforward | 3,633 | 1,693 |
Valuation allowance | (3,840) | (2,106) |
Total deferred tax asset net | 30 | |
Deferred tax liability | ||
Long term loan | (30) | |
Total deferred tax liability | (30) | |
Total |
Taxes on Income (Details) - S_4
Taxes on Income (Details) - Schedule of reconciliation of the tax benefit at the Israeli statutory tax rate | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Reconciliation Of The Tax Benefit At The Israeli Statutory Tax Rate Abstract | ||
Israel tax provision at statutory rate | 23% | 23% |
Non-deductible fair value valuations expenses | (18.80%) | (0.60%) |
Non-deductible stock compensation | (0.20%) | (2.50%) |
Change in valuation allowance | (3.99%) | (19.80%) |
Effective tax rate | 0.01% | 0.10% |
Reporting Segments and Geogra_3
Reporting Segments and Geographic Information (Details) - Schedule of revenue disaggregated by geography, based on the billing address of the Company’s - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reporting Segments and Geographic Information (Details) - Schedule of revenue disaggregated by geography, based on the billing address of the Company’s [Line Items] | ||||
Revenue | $ 16,539 | $ 4,279 | $ 15,068 | $ 1,204 |
United States [Member] | ||||
Reporting Segments and Geographic Information (Details) - Schedule of revenue disaggregated by geography, based on the billing address of the Company’s [Line Items] | ||||
Revenue | 14,858 | 3,882 | 13,774 | 1,115 |
Canada [Member] | ||||
Reporting Segments and Geographic Information (Details) - Schedule of revenue disaggregated by geography, based on the billing address of the Company’s [Line Items] | ||||
Revenue | 614 | 91 | 387 | 37 |
United Kingdom [Member] | ||||
Reporting Segments and Geographic Information (Details) - Schedule of revenue disaggregated by geography, based on the billing address of the Company’s [Line Items] | ||||
Revenue | 435 | 50 | 229 | 3 |
Other [Member] | ||||
Reporting Segments and Geographic Information (Details) - Schedule of revenue disaggregated by geography, based on the billing address of the Company’s [Line Items] | ||||
Revenue | $ 632 | $ 256 | $ 678 | $ 49 |
Fair Value Mesurements (Details
Fair Value Mesurements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Oct. 13, 2021 | May 25, 2021 | Mar. 25, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Fair Value Mesurements (Details) [Line Items] | |||||||
Equity financing | $ 10,000 | $ 10,000 | |||||
Principal amount percentage | 3% | 3% | |||||
Fair value amount | $ 134,000 | $ 122,000 | $ 122,000 | ||||
Expiration date | Jul. 13, 2021 | Jul. 13, 2021 | |||||
FCA fair value | $ 65 | $ 65,000 | |||||
Represents amount lower | $ 1,000 | ||||||
Minimum [Member] | |||||||
Fair Value Mesurements (Details) [Line Items] | |||||||
Principal amount percentage | 2% | 2% | |||||
Maximum [Member] | |||||||
Fair Value Mesurements (Details) [Line Items] | |||||||
Principal amount percentage | 3% | 3% |
Fair Value Mesurements (Detai_2
Fair Value Mesurements (Details) - Schedule of financial instruments that are measured at fair value on a recurring basis - HOLISTO LTD. [Member] - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Financial assets: | |||
Total | $ 5 | $ 708 | $ 46,334 |
Level 3 [Member] | |||
Financial liabilities: | |||
SAFE 3 | 33,983 | 325 | 27,207 |
Warrant liability 3 | 21,114 | 383 | 19,346 |
Financial assets: | |||
FCA 3 | (203) | ||
Reduced principal payment derivative 3 | $ 5 | $ (16) |
Fair Value Mesurements (Detai_3
Fair Value Mesurements (Details) - Schedule of key inputs used in the valuation of the SAFE - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Oct. 13, 2021 | Mar. 25, 2021 | Jan. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Key Inputs Used In The Valuation Of The Safe Abstract | |||||||
Expected fair value per share of Preferred Shares $ (in Dollars) | $ 54,940 | $ 75,980 | $ 68,100 | ||||
Expected fair value per share of Ordinary Shares $ (in Dollars per share) | $ 41.43 | $ 38.53 | $ 38.53 | ||||
Probability of equity financing occurrence | 50% | 5% | 5% | ||||
Probability of liquidity event occurrence | 50% | 95% | 95% | ||||
Probability of dissolution occurrence | 0% | 0% | 0% | ||||
Discount upon conversion to Preferred Share | 10% | 10% | 10% | ||||
Time to liquidity (years) | 2 months 19 days | 9 months | 1 year | 1 year 3 months | 1 year | 5 months 1 day | 6 months |
Risk-Free Interest | 0.05% | 0.06% | 0.10% | 0.01% | 0.10% | 2.25% | 0.19% |
Underlying asset volatility | 59.65% | 93.96% | 102.90% | 118.40% | 102.90% | 56.51% | 62.67% |
Fair Value Mesurements (Detai_4
Fair Value Mesurements (Details) - Schedule of key inputs used in the valuation of the investor warrant liability - $ / shares | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Oct. 13, 2021 | Mar. 25, 2021 | Jan. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Exercise price $ (in Dollars per share) | $ 0.01 | $ 36.909 | $ 36.91 | $ 36.91 | $ 36.91 | $ 36.91 | |
Time to liquidation (years) | 2 months 19 days | 9 months | 1 year | 1 year 3 months | 1 year | 5 months 1 day | 6 months |
Risk free rate | 0.05% | 0.06% | 0.10% | 0.01% | 0.10% | 2.25% | 0.19% |
Expected Volatility | 59.65% | 93.96% | 102.90% | 118.40% | 102.90% | 56.51% | 62.67% |
Probability of initial public offering occurrence | 60% | 50% | 50% | 50% | 95% | ||
Probability of equity financing occurrence | 40% | 50% | 50% | 50% | 5% | ||
Minimum [Member] | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Exercise price $ (in Dollars per share) | $ 0.01 | ||||||
Maximum [Member] | |||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Exercise price $ (in Dollars per share) | $ 36.909 |
Fair Value Mesurements (Detai_5
Fair Value Mesurements (Details) - Schedule of summary of the changes in the fair value of our Level 3 financial instruments - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
SAFE [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance beginning | $ 27,207 | $ 325 | ||
Issuance of SAFE | 4,000 | 1,675 | 325 | |
Change in fair value | 2,776 | 25,207 | ||
Balance ending | 33,983 | 27,207 | 325 | |
Warrant Liability [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance beginning | 19,346 | 383 | ||
Issuance of investors warrants | 286 | |||
Change in fair value | 1,768 | 17,819 | 97 | |
Balance ending | 21,114 | 19,346 | 383 | |
Issuance of Discount warrants | 1,144 | |||
FCA [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance beginning | 203 | |||
Issuance of FCA | 256 | |||
Change in fair value | (203) | (12) | ||
Exercise of FCA | (65) | |||
Balance ending | 203 | |||
Reduced Principal Payment Derivative [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance beginning | 16 | |||
Issuance of FCA | 16 | |||
Change in fair value | (11) | [1] | ||
Exercise of FCA | ||||
Balance ending | $ 5 | $ 16 | ||
[1]Represents an amount lower than $1. |
Loss Per Share (Details) - Sche
Loss Per Share (Details) - Schedule of basic and diluted net profit (loss) per share attributed to the ordinary shareholders - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||||
Net loss attributable to the Company Ordinary Shares $ | $ 13,658 | $ 10,127 | $ 53,484 | $ 3,741 |
Denominator: | ||||
Weighted average stock used in computing net loss per share attributed to Ordinary Shares, basic and diluted | 101,321 | 82,829 | 87,487 | 65,639 |
Net loss per share attributable to Ordinary Shares, basic and diluted: $ | $ (134.8) | $ (122.26) | $ (611.33) | $ (56.99) |
Loss Per Share (Details) - Sc_2
Loss Per Share (Details) - Schedule of diluted net loss per shares attributable to ordinary shareholders - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Diluted Net Loss Per Shares Attributable to Ordinary Shareholders [Abstract] | ||||
Restricted Ordinary shares | 13,869 | 32,361 | 23,116 | 41,608 |
Preferred Shares | 279,723 | 279,723 | 279,723 | 279,723 |
Ordinary A Share | 65,814 | 65,814 | 65,814 | 65,814 |
Warrant liability | 37,829 | 35,429 | 37,374 | 14,838 |
SAFE | 585,551 | 51,989 | 51,989 | 8,448 |
Outstanding share options | 40,572 | 38,102 | 40,892 | 32,533 |
Total | 1,023,358 | 503,418 | 498,908 | 442,964 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Nov. 10, 2022 | May 06, 2020 | Jul. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 29, 2022 | Jan. 27, 2022 | Oct. 13, 2021 | Jun. 30, 2021 | |
Subsequent Events (Details) [Line Items] | |||||||||||
Subsequent event, description | the discount rate was changed from 20% to 25% (ii) the valuation cap for purposes of calculating conversion price was reduced to $400,000 instead of $600,000, and (iii) the requirement to obtain subscription of convertible notes, as condition precedent for the transfer of funds under the 2021 SAFE, was reduced to $30,000 instead of $75,000. | ||||||||||
Percentage of secured senior convertible note | 5% | ||||||||||
Senior notes | $ 30,000 | ||||||||||
Conversion price (in Dollars per share) | $ 11 | ||||||||||
Initially per shares (in Dollars per share) | $ 2 | ||||||||||
Exercise market price | 90% | ||||||||||
Purchase of price payable | $ 30,000 | ||||||||||
Legal fees | $ 305,000 | ||||||||||
Agreement amount | $ 500 | ||||||||||
Preferred A shares (in Shares) | 1,200 | ||||||||||
Loan amount for investor | $ 5,000 | ||||||||||
Annual interest rate | 10% | 11.50% | 7% | 11.50% | |||||||
Quarterly installment | 30 months | ||||||||||
Lenders warrants amount percentage from principal loan amount | 80% | ||||||||||
Exercise price (in Dollars per share) | $ 0.0001 | ||||||||||
Warrants exercisable over period | 3 years | ||||||||||
Loan amount received | $ 4,170 | $ 21,000 | $ 87,500 | ||||||||
Warrant [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Exercise price (in Dollars per share) | $ 11.5 | ||||||||||
Moringa Acquisition Corp [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Legal fees | $ 353,368 | $ 145,000 | |||||||||
Promissory note | $ 300,000 | ||||||||||
Ordinary Share [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Warrant (in Shares) | 1,363,636 | ||||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Amount received | $ 1,060 | ||||||||||
Convertible note amount | 30,000 | ||||||||||
Received amount | $ 4,000 | ||||||||||
Subsequent Event [Member] | Preferred A Shares [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Warrant (in Shares) | 1,200 | ||||||||||
Holisto [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Legal fees | $ 255 |
Preferred Shares and Ordinary S
Preferred Shares and Ordinary Shares (Details) - Schedule of composition of preferred shares and ordinary A shares - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred Shares and Ordinary Shares (Details) - Schedule of composition of preferred shares and ordinary A shares [Line Items] | |||
Authorized | $ 395,198 | $ 395,198 | $ 379,198 |
Issued and outstanding | 345,537 | 345,537 | |
Ordinary A Shares [Member] | |||
Preferred Shares and Ordinary Shares (Details) - Schedule of composition of preferred shares and ordinary A shares [Line Items] | |||
Authorized | 74,220 | 74,220 | 74,220 |
Issued and outstanding | 65,814 | 65,814 | |
Preferred A Shares [Member] | |||
Preferred Shares and Ordinary Shares (Details) - Schedule of composition of preferred shares and ordinary A shares [Line Items] | |||
Authorized | 242,000 | 242,000 | 226,000 |
Issued and outstanding | 201,712 | 201,712 | |
Preferred A1- Shares [Member] | |||
Preferred Shares and Ordinary Shares (Details) - Schedule of composition of preferred shares and ordinary A shares [Line Items] | |||
Authorized | 14,000 | 14,000 | 14,000 |
Issued and outstanding | 13,423 | 13,423 | |
Preferred A2- Shares [Member] | |||
Preferred Shares and Ordinary Shares (Details) - Schedule of composition of preferred shares and ordinary A shares [Line Items] | |||
Authorized | $ 64,978 | 64,978 | 64,978 |
Issued and outstanding | $ 64,588 | $ 64,588 |
Shareholders' Equity (Details_2
Shareholders' Equity (Details) - Schedule of ordinary shares of the company confer on their holders voting rights - shares | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Ordinary Shares Of The Company Confer On Their Holders Voting Rights [Abstract] | |||
Ordinary Shares, Authorized | 604,780 | 604,780 | 620,780 |
Ordinary Shares, Issued and outstanding | 119,977 | 119,977 | 119,977 |
Reporting Segments and Geogra_4
Reporting Segments and Geographic Information (Details) - Schedule of revenue disaggregated by geography, based on the billing address of the Company’s - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reporting Segments and Geographic Information (Details) - Schedule of revenue disaggregated by geography, based on the billing address of the Company’s [Line Items] | ||||
Revenue | $ 16,539 | $ 4,279 | $ 15,068 | $ 1,204 |
United states [Member] | ||||
Reporting Segments and Geographic Information (Details) - Schedule of revenue disaggregated by geography, based on the billing address of the Company’s [Line Items] | ||||
Revenue | 14,858 | 3,882 | 13,774 | 1,115 |
Canada [Member] | ||||
Reporting Segments and Geographic Information (Details) - Schedule of revenue disaggregated by geography, based on the billing address of the Company’s [Line Items] | ||||
Revenue | 614 | 91 | 387 | 37 |
UK [Member] | ||||
Reporting Segments and Geographic Information (Details) - Schedule of revenue disaggregated by geography, based on the billing address of the Company’s [Line Items] | ||||
Revenue | 435 | 50 | 229 | 3 |
Other [Member] | ||||
Reporting Segments and Geographic Information (Details) - Schedule of revenue disaggregated by geography, based on the billing address of the Company’s [Line Items] | ||||
Revenue | $ 632 | $ 256 | $ 678 | $ 49 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of financial instruments that are measured at fair value on a recurring basis - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Financial liabilities: | |||
Total | $ 46,553 | ||
Financial assets: | |||
Total | 219 | ||
HOLISTO LTD. [Member] | |||
Financial liabilities: | |||
Total | $ 55,097 | ||
Financial assets: | |||
Total | 5 | 708 | $ 46,334 |
Level 3 [Member] | |||
Financial liabilities: | |||
SAFE 3 | 27,207 | ||
Warrant liability 3 | 19,346 | ||
Financial assets: | |||
FCA 3 | 203 | ||
Reduced principal payment derivative 3 | 16 | ||
Level 3 [Member] | HOLISTO LTD. [Member] | |||
Financial liabilities: | |||
SAFE 3 | 33,983 | 325 | 27,207 |
Warrant liability 3 | 21,114 | 383 | 19,346 |
Financial assets: | |||
FCA 3 | (203) | ||
Reduced principal payment derivative 3 | $ 5 | $ (16) |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of key inputs used in the valuation of the SAFE - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Oct. 13, 2021 | Mar. 25, 2021 | Jan. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Key Inputs Used In The Valuation Of The Safe Abstract | |||||||
Expected fair value per share of Preferred Shares (in Dollars) | $ 54,940 | $ 75,980 | $ 68,100 | ||||
Expected fair value per share of Ordinary Shares (in Dollars per share) | $ 41.43 | $ 38.53 | $ 38.53 | ||||
Probability of equity financing occurrence | 50% | 5% | 5% | ||||
Probability of liquidity event occurrence | 50% | 95% | 95% | ||||
Probability of dissolution occurrence | 0% | 0% | 0% | ||||
Discount upon conversion to Preferred Share | 10% | 10% | 10% | ||||
Time to liquidity (years) | 2 months 19 days | 9 months | 1 year | 1 year 3 months | 1 year | 5 months 1 day | 6 months |
Risk-Free Interest | 0.05% | 0.06% | 0.10% | 0.01% | 0.10% | 2.25% | 0.19% |
Underlying asset volatility | 102.90% | 50.85% | 62.67% |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of key inputs used in the valuation of the investor warrant liability - $ / shares | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Oct. 13, 2021 | Oct. 13, 2021 | Mar. 25, 2021 | Mar. 25, 2021 | Jan. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||
Exercise price (in Dollars per share) | $ 0.01 | $ 0.01 | $ 36.909 | $ 36.909 | $ 36.91 | $ 36.91 | $ 36.91 | $ 36.91 | |
Time to liquidation (years) | 2 months 19 days | 9 months | 1 year | 1 year 3 months | 1 year | 5 months 1 day | 6 months | ||
Risk free rate | 0.05% | 0.06% | 0.10% | 0.01% | 0.10% | 2.25% | 0.19% | ||
Expected Volatility | 59.65% | 93.96% | 102.90% | 118.40% | 102.90% | 56.51% | 62.67% | ||
Probability of initial public offering occurrence | 95% | 95% | |||||||
Probability of equity financing occurrence | 5% | 5% | |||||||
Minimum [Member] | |||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||
Exercise price (in Dollars per share) | $ 0.01 | ||||||||
Maximum [Member] | |||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||
Exercise price (in Dollars per share) | 36.909 | ||||||||
Discount warrant liability [Member] | |||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||
Exercise price (in Dollars per share) | $ 36.909 | $ 36.909 | $ 0.01 | 0.01 | |||||
Time to liquidation (years) | 9 months | 5 months 1 day | |||||||
Risk free rate | 0.06% | 2.25% | |||||||
Expected Volatility | 93.96% | 56.51% | |||||||
Probability of initial public offering occurrence | 50% | 95% | |||||||
Probability of equity financing occurrence | 50% | 5% | |||||||
Discount warrant liability [Member] | Minimum [Member] | |||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||
Exercise price (in Dollars per share) | $ 36.909 | $ 36.909 | |||||||
Discount warrant liability [Member] | Maximum [Member] | |||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||||
Exercise price (in Dollars per share) | $ 0.01 | $ 0.01 | |||||||
Time to liquidation (years) | 2 months 19 days | 6 months | |||||||
Risk free rate | 0.05% | 0.19% | |||||||
Expected Volatility | 59.65% | 62.67% | |||||||
Probability of initial public offering occurrence | 60% | 95% | |||||||
Probability of equity financing occurrence | 40% | 5% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of changes in the fair value of our Level 3 financial instruments - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance beginning | $ 16 | |||
Issuance of FCA and Reduced Principal payment derivative | 16 | |||
Exercise of FCA | ||||
Balance ending | 16 | |||
SAFE [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance beginning | 27,207 | 325 | ||
Issuance of SAFE | 4,000 | 1,675 | 325 | |
Change in fair value | 2,776 | 25,207 | ||
Balance ending | 33,983 | 27,207 | 325 | |
Warrant Liability [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance beginning | 19,346 | 383 | ||
Issuance of Discount warrants | 1,144 | |||
Change in fair value | 1,768 | 17,819 | 97 | |
Balance ending | 21,114 | 19,346 | 383 | |
FCA [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance beginning | 203 | |||
Issuance of FCA and Reduced Principal payment derivative | 256 | |||
Change in fair value | (203) | (12) | ||
Exercise of FCA | (65) | |||
Balance ending | 203 | |||
Reduced Principal Payment Derivative [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance beginning | 16 | |||
Issuance of FCA and Reduced Principal payment derivative | 16 | |||
Change in fair value | (11) | [1] | ||
Balance ending | $ 5 | $ 16 | ||
[1]Represents an amount lower than $1. |
Loss Per Share (Details) - Sc_3
Loss Per Share (Details) - Schedule of basic and diluted net profit (loss) per share attributed to the ordinary shareholders - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||||
Net loss attributable to the Company Ordinary Shares | $ 13,658 | $ 10,127 | $ 53,484 | $ 3,741 |
Denominator: | ||||
Weighted average stock used in computing net loss per share attributed to Ordinary Shares, basic and diluted | 101,321 | 82,829 | 87,487 | 65,639 |
Net loss per share attributable to Ordinary Shares, basic and diluted | $ (134.8) | $ (122.26) | $ (611.33) | $ (56.99) |
Loss Per Share (Details) - Sc_4
Loss Per Share (Details) - Schedule of diluted net loss per shares attributable to ordinary shareholders - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Diluted Net Loss Per Shares Attributable to Ordinary Shareholders [Abstract] | ||||
Restricted Ordinary Shares | 13,869 | 32,361 | 23,116 | 41,608 |
Preferred Shares | 279,723 | 279,723 | 279,723 | 279,723 |
Ordinary A Share | 65,814 | 65,814 | 65,814 | 65,814 |
Warrant liability | 37,829 | 35,429 | 37,374 | 14,838 |
SAFE | 585,551 | 51,989 | 51,989 | 8,448 |
Outstanding share options | 40,572 | 38,102 | 40,892 | 32,533 |
Total | 1,023,358 | 503,418 | 498,908 | 442,964 |
Description of Organization a_2
Description of Organization and Business Operations (Details) - Moringa Acquisition Corp [Member] - USD ($) | 9 Months Ended | 12 Months Ended | ||
Mar. 03, 2021 | Feb. 19, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Description of Organization and Business Operations (Details) [Line Items] | ||||
Trust account | $ 15,000,000 | |||
Net asset value per share (in Dollars per share) | $ 1 | $ 1 | ||
Fair market value percentage | 80% | |||
Net tangible assets | $ 5,000,001 | $ 5,000,001 | ||
Dissolution expenses | 100,000 | 100,000 | ||
Cash | $ 202,000 | 39,000 | ||
Accumulated deficit | $ 951,000 | |||
Net assets held in trust account percentage | 80% | |||
Accumulated deficit | $ 861,000 | |||
Initial Public Offering [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Sale of units (in Shares) | 10,000,000 | 11,500,000 | ||
Private Placement [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Trust account | $ 100,000,000 | |||
Over-Allotment Option [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Sale of units (in Shares) | 1,500,000 | 1,500,000 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of class A ordinary shares subject to possible redemption - Moringa Acquisition Corp [Member] | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Financial Instruments Subject to Mandatory Redemption by Settlement Terms [Line Items] | |
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 |
Public Offering and Private P_2
Public Offering and Private Placements (Details) - Moringa Acquisition Corp [Member] - USD ($) | 9 Months Ended | 12 Months Ended | ||
Mar. 03, 2021 | Feb. 19, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Public Offering and Private Placements (Details) [Line Items] | ||||
Offering price per share | $ 10 | $ 10 | ||
Aggregate share (in Shares) | 352,857 | 352,857 | ||
Aggregate units (in Shares) | 27,143 | 27,143 | ||
Business combination term | 5 years | 5 years | ||
Warrants price per share | $ 0.01 | $ 0.01 | ||
Exceeds per share | $ 18 | $ 18 | ||
Underwriting commission percentage | 2% | 2% | ||
Underwriters' over-allotment (in Dollars) | $ 2,300,000 | $ 2,300,000 | ||
Initial Public Offering [Member] | ||||
Public Offering and Private Placements (Details) [Line Items] | ||||
Sale of stock (in Shares) | 10,000,000 | 11,500,000 | ||
Sold of units (in Shares) | 11,500,000 | |||
Over-Allotment Option [Member] | ||||
Public Offering and Private Placements (Details) [Line Items] | ||||
Sale of stock (in Shares) | 1,500,000 | 1,500,000 | ||
Sold of units (in Shares) | 1,500,000 | |||
Private Placement [Member] | ||||
Public Offering and Private Placements (Details) [Line Items] | ||||
Price per share | $ 10 | |||
Price per share | $ 10 | |||
Class A Ordinary Shares [Member] | ||||
Public Offering and Private Placements (Details) [Line Items] | ||||
Price per share | 10 | 10 | ||
Ordinary shares, par value | 0.0001 | 0.0001 | ||
Share issued price per share | $ 11.5 | |||
Price per share | $ 11.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - Moringa Acquisition Corp [Member] - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2021 | Feb. 28, 2021 | Dec. 16, 2020 | Sep. 30, 2022 | Dec. 31, 2020 | Jan. 27, 2022 | Dec. 31, 2021 | Dec. 23, 2021 | Aug. 09, 2021 | Dec. 09, 2020 | |
Related Party Transactions (Details) [Line Items] | ||||||||||
Promissory notes | $ 300 | |||||||||
Administrative Services Agreement [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Administrative monthly payments | $ 10 | |||||||||
Accrued agreement | $ 10 | |||||||||
Related party balance | $ 10 | |||||||||
Promissory Note [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Principal amount | $ 300 | |||||||||
Promissory notes | $ 170 | $ 300 | ||||||||
Prior period additional | $ 150 | |||||||||
Additional amount | $ 20 | |||||||||
Repaid of promissory note | $ 170 | |||||||||
Additional borrowed value | $ 700 | |||||||||
Second Promissory Note [Member] | ||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||
Withdraw amount | $ 1,000 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of composition of the related party balance - Moringa Acquisition Corp [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Promissory note | $ 300,000 | $ 149,990 |
Legal fees paid by Sponsor | 120,000 | |
Accrual for Administrative Services Agreement | 10,000 | |
Total | $ 310,000 | $ 269,990 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy - Moringa Acquisition Corp [Member] - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Level 1 [Member] | ||
Assets: | ||
Money market funds held in Trust Account | $ 115,699,122 | $ 115,006,372 |
Level 3 [Member] | ||
Liabilities: | ||
Private Warrant Liability | $ 19,247 | $ 160,341 |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of quantitative information regarding level 3 fair value measurements inputs - Moringa Acquisition Corp [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 $ / shares $ / item | Dec. 31, 2021 $ / shares $ / item | |
Fair Value Measurements (Details) - Schedule of quantitative information regarding level 3 fair value measurements inputs [Line Items] | ||
Share price (in Dollars per share) | $ / shares | $ 10 | $ 10 |
Strike price (in Dollars per Item) | $ / item | 11.5 | 11.5 |
Term (in years) | 5 years 6 months | |
Volatility | 50% | 50% |
Risk-free interest rate | 4.04% | 1.26% |
Dividend yield | 0% | 0% |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule of derivative warrant liabilities - Moringa Acquisition Corp [Member] | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Fair Value Measurements (Details) - Schedule of derivative warrant liabilities [Line Items] | |
Value of private warrant liability measured with Level 3 inputs at Initial Measurement | $ 342,684 |
Change in fair value of private warrant liability measured with Level 3 inputs | (182,343) |
Transfer in/out | |
Value of warrant liability measured with Level 3 inputs on December 31, 2021 | $ 160,341 |
Capital Deficiency (Details)
Capital Deficiency (Details) - Moringa Acquisition Corp [Member] - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 03, 2021 | Feb. 19, 2021 | Nov. 20, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Capital Deficiency (Details) [Line Items] | ||||||
Shares as compensation expenses (in Dollars) | $ 860 | $ 860 | ||||
Preferred shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||
Preferred shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Private Placement [Member] | ||||||
Capital Deficiency (Details) [Line Items] | ||||||
Sale price per unit (in Dollars per share) | $ 10 | |||||
Class A Ordinary Shares [Member] | ||||||
Capital Deficiency (Details) [Line Items] | ||||||
Ordinary shares issued | 100,000 | 480,000 | 480,000 | 100,000 | ||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Issuance of stock | 380,000 | 11,500,000 | ||||
Sale price per unit (in Dollars per share) | $ 10 | $ 10 | ||||
Temporary equity | 11,500,000 | 11,500,000 | ||||
Remaining permanent equity shares | 480,000 | 480,000 | ||||
Class A Ordinary Shares [Member] | Public Offering [Member] | ||||||
Capital Deficiency (Details) [Line Items] | ||||||
Consideration amount (in Dollars) | $ 115,000 | $ 115,000 | ||||
Class A Ordinary Shares [Member] | Private Placement [Member] | ||||||
Capital Deficiency (Details) [Line Items] | ||||||
Consideration amount (in Dollars) | $ 3,800 | $ 3,800 | ||||
Class B Ordinary Shares [Member] | ||||||
Capital Deficiency (Details) [Line Items] | ||||||
Ordinary shares issued | 2,875,000 | 2,875,000 | 2,875,000 | 2,875,000 | ||
Ordinary shares par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Total consideration (in Dollars) | $ 25 | |||||
Ordinary share issued | 2,875,00 | |||||
Number of shares subject to forfeiture | 375,000 |
General and Administrative (Det
General and Administrative (Details) - Schedule of formation and other operating expenses - Moringa Acquisition Corp [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
General and Administrative (Details) - Schedule of formation and other operating expenses [Line Items] | ||
Legal expenses | $ 353,368 | $ 145,000 |
Audit, bookkeeping and accounting | 110,237 | 50,000 |
Professional services | 78,411 | |
Management fees | 109,295 | |
Insurance | 281,147 | |
Other | 11,475 | 860 |
Total | $ 943,933 | $ 195,860 |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of composition of the related party balance - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Composition Of The Related Party Balance Abstract | ||
Promissory note | $ 1,000,000 | $ 300,000 |
Accrual for Administrative Services Agreement | 10,000 | 10,000 |
Total | $ 1,010,000 | $ 310,000 |
Fair Value Measurements (Deta_8
Fair Value Measurements (Details) - Schedule of assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy - Moringa Acquisition Corp [Member] - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Level 1 [Member] | ||
Assets: | ||
Money market funds held in Trust Account | $ 115,699,122 | $ 115,006,372 |
Level 3 [Member] | ||
Liabilities: | ||
Private Warrant Liability | $ 19,247 | $ 160,341 |
Fair Value Measurements (Deta_9
Fair Value Measurements (Details) - Schedule of quantitative information regarding level 3 fair value measurements inputs - Moringa Acquisition Corp [Member] | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 $ / shares $ / item | Dec. 31, 2021 $ / shares $ / item | |
Fair Value Measurements (Details) - Schedule of quantitative information regarding level 3 fair value measurements inputs [Line Items] | ||
Share price (in Dollars per share) | $ / shares | $ 10 | $ 10 |
Strike price (in Dollars per Item) | $ / item | 11.5 | 11.5 |
Volatility | 50% | 50% |
Risk-free interest rate | 4.04% | 1.26% |
Dividend yield | 0% | 0% |
Net Profit (Loss) Per Share (De
Net Profit (Loss) Per Share (Details) - Schedule of basic and diluted net profit (loss) per share - Moringa Acquisition Corp [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net Profit (Loss) Per Share (Details) - Schedule of basic and diluted net profit (loss) per share [Line Items] | ||||
Net profit (loss) for the period | $ 292,579 | $ (223,905) | $ 89,613 | $ (513,452) |
Accretion to Class A ordinary shares subject to possible redemption to redemption amount (“Accretion”) | (520,023) | (692,750) | ||
Net loss including Accretion | (227,444) | (223,905) | (603,137) | (513,452) |
Class A ordinary shares subject to possible redemption: | ||||
Net loss including Accretion | (176,076) | (173,336) | (466,919) | (379,751) |
Accretion | 520,023 | 692,750 | ||
Total | $ 343,947 | $ (173,336) | $ 225,831 | $ (379,751) |
weighted average number of shares (in Shares) | 11,500,000 | 11,500,000 | 11,500,000 | 9,303,704 |
Non-redeemable Class A and B ordinary shares: | ||||
Net loss including Accretion | $ (51,368) | $ (50,569) | $ (136,218) | $ (133,701) |
weighted average number of shares (in Shares) | 3,355,000 | 3,355,000 | 3,355,000 | 3,443,296 |
Class A Ordinary Shares [Member] | ||||
Class A ordinary shares subject to possible redemption: | ||||
Basic and diluted net profit (loss) per Class A ordinary share subject to possible redemption (in Dollars per share) | $ 0.03 | $ (0.02) | $ 0.02 | $ (0.04) |
Class A and B Ordinary Shares [Member] | ||||
Non-redeemable Class A and B ordinary shares: | ||||
Basic and diluted net loss per non-redeemable Class A and B ordinary share (in Dollars per share) | $ (0.02) | $ (0.02) | $ (0.04) | $ (0.04) |
Net Profit (Loss) Per Share (_2
Net Profit (Loss) Per Share (Details) - Schedule of basic and diluted net profit (loss) per share (Parentheticals) - Moringa Acquisition Corp [Member] - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class A Ordinary Shares [Member] | ||||
Net Profit (Loss) Per Share (Details) - Schedule of basic and diluted net profit (loss) per share (Parentheticals) [Line Items] | ||||
Basic and diluted net profit (loss) per Class A ordinary share subject to possible redemption (in Dollars per share) | $ 0.03 | $ (0.02) | $ 0.02 | $ (0.04) |
Class A and B Ordinary Shares [Member] | ||||
Net Profit (Loss) Per Share (Details) - Schedule of basic and diluted net profit (loss) per share (Parentheticals) [Line Items] | ||||
Basic and diluted net loss per non-redeemable Class A and B ordinary share | $ (0.02) | $ (0.02) | $ (0.04) | $ (0.04) |