| SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 9 Months Ended | 12 Months Ended |
| Jun. 30, 2024 | Sep. 30, 2024 | Dec. 31, 2023 |
| Accounting Policies, by Policy (Policies) [Line Items] | | | |
| Basis of Presentation | | | a. Basis
of presentation The
Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the
United States (“U.S. GAAP”). |
| Cash and cash equivalents | | | e. Cash and
cash equivalents The
Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original
maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible
to known amounts of cash. Bank
balances for which use by the Company is subject to third party contractual restrictions are included as part of cash unless the restrictions
result in a bank balance no longer meeting the definition of cash. If the contractual restrictions to use the cash extend beyond 12 months
after the end of the reporting period, the related amounts are classified as non-current in Balance sheets. |
| Loss per share | | f.
Loss per share The
Company calculates loss per share using the two-class method required for participating securities. This method entails allocating
income available to ordinary shareholders for the period between ordinary shares and participating securities based on their respective
rights to receive dividends as if all income for the period had been distributed. Basic loss per share is computed by dividing net loss
by the weighted average number of ordinary shares outstanding during the year, and fully vested pre-funded options for the Company’s
ordinary shares at an exercise price of $0.027
or 0.0063
NIS per share. The Company considers these shares to be exercisable for little to no additional consideration. The Company also considers
its redeemable convertible preferred shares to be participating securities as the holders of the redeemable convertible preferred shares
would be entitled to dividends that would be distributed to the holders of ordinary shares, on a pro-rata basis assuming conversion
of all redeemable convertible preferred shares into ordinary shares. However, these participating securities do not contractually require
the holders to participate in the Company’s losses. Consequently, net loss for the periods presented was not allocated to the Company’s
participating securities. The Ordinary Shares issued as a result of the Redeemable Convertible Preferred Shares conversion on the
Closing Date were included in the basic net loss per share calculation on a prospective basis. | o. Loss
per share The
Company calculates loss per share using the two-class method required for participating securities. This method entails allocating income
available to ordinary shareholders for the period between ordinary shares and participating securities based on their respective rights
to receive dividends as if all income for the period had been distributed. Basic loss per share is computed by dividing net loss by the
weighted average number of shares of Ordinary shares outstanding during the year, and fully vested pre-funded options for the Company's
Ordinary shares at an exercise price of $0.027
or 0.0063
NIS per share. The Company considers these shares to be exercised for little to no additional consideration. The Company also considers
its redeemable convertible preferred shares to be participating securities, as the holders of the redeemable convertible preferred shares
would be entitled to dividends that would be distributed to the holders of ordinary shares, on a pro-rata basis assuming conversion of
all redeemable convertible preferred shares into ordinary shares. However, these participating securities do not contractually require
the holders to participate in the Company's losses. Consequently, net loss for the periods presented was not allocated to the Company's
participating securities. |
| Concentration of credit risk | | e.
Concentration of credit
risks Financial
instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents, restricted
cash and short-term deposits. The Company deposits cash and cash equivalents mostly with three low risk financial institution. The Company
has not experienced any material credit losses in these accounts and does not believe it is exposed to significant credit risk on these
instruments. | |
| Financial instruments issued | | | j. Financial
instruments issued When
the Company issues preferred shares, it first considers the provisions of ASC 480, Distinguishing Liabilities from Equity (“ASC 480”)
in order to determine whether the preferred share should be classified as a liability. If the instrument is not within the scope of ASC 480,
the Company further analyzes the instrument’s characteristics in order to determine whether it should be classified within temporary
equity (mezzanine) or within permanent equity in accordance with the provisions of ASC 480-10-S99. The Company’s redeemable
convertible preferred shares are not mandatorily or currently redeemable. However, they include clauses that could constitute as in-substance
redemption clauses that are outside of the Company’s control. As such, all shares of redeemable convertible preferred shares have
been presented outside of permanent equity. When
the Company issues other freestanding instruments, the Company first analyzes the provisions of ASC 480 in order to determine whether
the instrument should be classified as a liability, with subsequent changes in fair value recognized in the statements of operations in
each period. If the instrument is not within the scope of ASC 480, the Company further analyzes the provisions of ASC 815-40
in order to determine whether the instrument should be classified within equity or classified as an asset or liability, with subsequent
changes in fair value recognized in the statements of operations in each period. The
Company’s issued financial instruments convertible to preferred shares are in the scope of ASC 480. For further details see
Note 7 and Note 8. |
| Use of estimates | | b.
Use of estimates The
preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
the amounts reported in the financial statements and accompanying notes. As applicable to these financial statements, the most significant
estimates and assumptions relate share-based compensation and to fair value of financial instruments. See Note 6 and Notes 4 and
7, respectively. These estimates and assumptions are based on current facts, future expectations, and various other factors believed to
be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and
liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely
from these estimates. | b. Use of
estimates The
preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. As applicable
to these financial statements, the most significant estimates and assumptions relate to fair value of financial instruments and share-based
compensation see Notes 12 and 11, respectively. |
| Income taxes | | | p. Income
taxes:
1) Deferred taxes Income
taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities
are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using
the currently enacted tax rates and laws. A valuation allowance is recognized to the extent that it is more likely than not that the deferred
taxes will not be realized in the foreseeable future. Given the Company’s losses, the Company has provided a full valuation allowance
with respect to its deferred tax assets.
2) Uncertainty in
income tax The
Company follows a two-step approach in recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position
for recognition by determining if the available evidence indicates that it is more likely than not that the tax position will be sustained
upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position.
If this threshold is met, the second step is to measure the tax position as the largest amount that has more than a 50% likelihood of
being realized upon ultimate settlement. |
| Contracts over Ordinary Shares | | g.
Contracts over Ordinary
Shares When
the Company becomes party to freestanding convertible instruments, the Company first analyzes the provisions of ASC 480 in order to determine
whether the instrument should be classified as a liability, with subsequent changes in fair value recognized in the statements of operations
in each period. Warrants to purchase Ordinary Shares are not within the scope of ASC 480, and as such the Company further analyzes the
provisions of ASC 815-40 in order to determine whether the contract should be classified within equity or classified as a liability, with
subsequent changes in fair value recognized in the statements of operations in each period. Under ASC
815-40, contracts that are not indexed to the Company’s own stock are classified as liabilities recorded at fair value, As such,
the Company classifies private warrants (see Note 3(e)) as liabilities and measures them at their fair value at each reporting period.
This liability is subject to re-measurement at each balance sheet date until the private warrants are exercised or expire, or upon reassessment
of classification. Similarly the Company classifies the ELOC Agreement entered into (see Note 3(d)) as a derivative instrument measured
at fair value at each reporting period, as settlement provisions under this agreement are not indexed to the Company’s own stock.
The
Company reassesses the classification of a contract over its own equity under the guidance above at each balance sheet date. If classification
changes as a result of events during the reporting period, the Company reclassifies the contract as of the date of the event that caused
the reclassification. When a contract over own equity is reclassified from a liability to equity, gains or losses recorded to account
for the contract at fair value during the period that the contract was classified as a liability are not reversed, and the contract is
marked to fair value immediately before the reclassification. The Redeemable Convertible Preferred Shares were converted into Ordinary
Shares in the framework of the recapitalization transaction as described in note 1(d). | |
| Promissory Notes | | h.
Promissory Notes Under
the Fair Value Option Subsection of ASC Subtopic 825-10, the Company has an irrevocable option to designate certain financial liabilities
at fair value on an instrument-by-instrument basis, with changes in fair value reported in the statement of operations. The Company designated
Promissory Notes issued as part of the Transactions under the fair value option. See Note 3(a) and (b). | |
| New accounting pronouncements | | i.
New accounting pronouncements: Recently
issued accounting standards not yet adopted:
1)
In November 2023, the FASB issued ASU No. 2023-07 Segment
Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU improves reportable segments disclosure requirements, primarily
through enhanced disclosures about significant segment expenses. The ASU also require that a public entity that has a single reportable
segment to provide all the disclosures required by the amendments and all existing segment disclosures in Topic 280. The ASU is effective
for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The
Company is currently evaluating this ASU to determine its impact on the Company's segment disclosures.
2)
In December 2023, the FASB issued ASU No. 2023-09,
Improvements to Income Tax Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for
the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The ASU will be effective
for fiscal years beginning after December 15, 2025, and allows adoption on a prospective basis, with a retrospective option. The Company
is in the process of assessing the impacts and method of adoption.
3)
In November 2024, the FASB issued ASU No. 2024-03 Income
Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The ASU improves the disclosures
about a public business entity’s expenses and provides more detailed information about the types of expenses in commonly presented
expense captions. The amendments require that at each interim and annual reporting period an entity will, inter alia, disclose amounts
of purchases of inventory, employee compensation, depreciation and amortization included in each relevant expense caption (such as cost
of sales, SG&A and research and development). The ASU is effective for fiscal years beginning after December 15, 2026, and interim
periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating this
ASU to determine its impact on the Company's disclosures. | s. New accounting
pronouncements: The
Company qualifies as an emerging growth company (“EGC”) as defined under the Jumpstart Our Business Startups Act (the “JOBS
Act”). Using exemptions provided under the JOBS Act for EGCs, the Company has elected to defer compliance with new or revised ASUs
until it is required to comply with such updates, which is generally consistent with the adoption dates of private companies. Recently
Adopted accounting pronouncements: In
June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement
of Credit Losses on Financial Instruments”, which replaces the existing incurred loss model with a current expected credit loss
(“CECL”) model that requires consideration of a broader range of reasonable and supportable information to inform credit loss
estimates. Subsequent to the issuance of ASU 2016-13, the FASB issued several additional Accounting Standard Updates to clarify implementation
guidance, provide narrow-scope improvements and provide additional disclosure guidance. Under the ASU, the Company is required to use
a forward-looking CECL model for accounts receivables and other financial instruments. The Company adopted the ASU on January 1,
2023 and it did not have a material impact on its consolidated financial statement. Recently
issued accounting standards not yet adopted:
1)
In
June 2022, the FASB issued ASU 2022-03 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”.
The ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the
equity security and, therefore, is not considered in measuring
2)
its
fair value. The ASU also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction.
The ASU also introduces new disclosure requirements for equity securities subject to contractual sale restrictions. As an Emerging Growth
Company, the ASU is effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early
adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The
Company is currently evaluating the effect that ASU 2022-03 will have on its consolidated financial statements and related disclosures.
3)
In
November 2023, the FASB issued ASU No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU
improves reportable segments disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The
ASU also require that a public entity that has a single reportable segment to provide all the disclosures required by the amendments and
all existing segment disclosures in Topic 280. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods
within fiscal years beginning after December 15, 2024. The Company is currently evaluating this ASU to determine its impact on the Company's
segment disclosures.
4)
In
December, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires disclosure of disaggregated income
taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related
disclosures. The ASU will be effective for fiscal years beginning after December 15, 2025, and allows adoption on a prospective basis,
with a retrospective option. The Company is in the process of assessing the impacts and method of adoption. |
| Unaudited Condensed Financial Statements | | a.
Unaudited Condensed Financial
Statements The
accompanying condensed financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial
statements and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim financial reporting.
Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. In the opinion
of management, these unaudited condensed consolidated financial statements reflect all adjustments, which include normal recurring adjustments,
necessary for a fair statement of the Company’s consolidated financial position as of September 30, 2024, and the consolidated results
of operations, statements of changes in redeemable convertible preferred shares and capital deficiency and cash flows for the nine-month
and three-month periods ended September 30, 2024 and 2023. The
consolidated results for the nine-months ended September 30, 2024 are not necessarily indicative of the results to be expected for the
year ending December 31, 2024. These
unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements
of Silexion as of and for the year ended December 31, 2023, which are included in a current report on Form 8-K and in a registration statement
on Form S-1/A which the Company is filing with the SEC presently. The significant accounting policies adopted and used in the preparation
of the financial statements are consistent with those of the previous financial year. | |
| Restricted cash | | c.
Restricted cash As
of September 30, 2024 and December 31, 2023, the Company pledged an amount of $25
in favor of a bank as collateral for guarantees provided to secure the lease payments. The
Company is required to hold a minimum amount of NIS 85
in its bank account in order to maintain availability of a credit line from its credit card company. | f. Restricted
cash As
of December 31, 2023 and 2022, the Company pledged an amount of $25
in favor of a bank as collateral for guarantees provided to secure the lease payments. The
Company is required to hold a minimum amount of NIS 85
in its bank account in order to maintain availability of a credit line from its credit card company. |
| Fair value measurement | | d.
Fair value measurement Fair
value is based on the price that would be received from the sale of an asset or that would be paid to transfer a liability in an orderly
transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements,
the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three
broad levels, which are described as follows:
Level 1:
Quoted prices (unadjusted) in active markets that
are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
Level 2:
Observable prices that are based on inputs not
quoted on active markets, but corroborated by market data or active market data of similar or identical assets or liabilities.
Level 3
Unobservable inputs are used when little or no
market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In
determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable
inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. | i. Fair
value measurement Fair
value is based on the price that would be received from the sale of an asset or that would be paid to transfer a liability in an orderly
transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements,
the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three
broad levels, which are described as follows:
Level 1: Quoted
prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy
gives the highest priority to Level 1 inputs.
Level 2: Observable
prices that are based on inputs not quoted on active markets, but corroborated by market data or active market data of similar or identical
assets or liabilities.
Level 3: Unobservable
inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In
determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable
inputs to the extent possible and considers counterparty credit risk in its assessment of fair value. |
| Concentration of credit risks | | | q. Concentration
of credit risks Financial
instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents, restricted
cash and short-term deposits. The Company deposits cash and cash equivalents mostly with three low risk financial institution. The Company
has not experienced any material credit losses in these accounts and does not believe it is exposed to significant credit risk on these
instruments. |
| Functional currency | | | c. Functional
currency The
Company’s operations are currently conducted in Israel and some of the Company’s expenses are currently paid in new Israeli
shekels (“NIS”); however, the markets for the Company’s future products are located outside of Israel. Financing activities
are conducted in U.S. dollar (“dollar” or “$”). The Company’s management believes that the US 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 dollar. The functional currency of the Subsidiary is U.S. dollar, inter alia, in light of the composition of expenses
and expected volume of intercompany transactions with the Company. Transactions
and balances originally denominated in dollars are presented at their original amounts. Balances in non- U.S. dollar currencies are
translated into dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-dollar
transactions and other items in the statements of operations (indicated below), the following exchange rates are used: (i) for transactions — exchange
rates at transaction dates or average exchange rates; and (ii) for other items (derived from non-monetary balance sheet items such
as depreciation and amortization) — historical exchange rates. Currency transaction gains and losses are presented in financial
income or expenses, as appropriate. |
| Principles of consolidation | | | d. Principles
of consolidation The
accompanying consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany balances and transactions
have been eliminated in consolidation. The
financial statements of the Company and of the Subsidiary are prepared as of the same dates and periods. The consolidated financial statements
are prepared using uniform accounting policies by all companies in the Group. |
| Property and equipment | | | g. Property
and equipment: Property
and equipment are stated at cost, net of accumulated depreciation.
Depreciation
is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates:
%
Computers
and software 33
Laboratory
and electronic equipment 15
Leasehold
improvements* 15-40
* Leasehold improvements are amortized
by the straight-line method over the expected lease term, which is shorter than the estimated useful life of the improvements. |
| Employee rights upon retirement | | | h. Employee
rights upon retirement The
Company is required to make severance payments upon dismissal of an employee or upon termination of employment in certain circumstances. In
accordance with the current employment terms with all of its employees located in Israel, and pursuant to Section 14 of the Israeli
Severance Pay Law, 1963, the Company makes and has been continuously making, since the beginning of employment of each of its current
employees, regular deposits, at a rate of 8.33%
of their monthly salary, with certain insurance companies for accounts controlled by each applicable employee in order to secure the employee’s
full severance pay obligation. Under
these circumstances, the Company is currently relieved from any severance pay liability with respect to each such employee. Neither the
liability in respect of these employees nor the credit for the amounts funded are reflected on the Company’s consolidated balance
sheets, as the amounts funded are not under the control or management of the Company and the severance pay risks have been irrevocably
transferred to the applicable insurance companies. The
amounts of severance payment expenses were $74
and $82
for the years ended December 31, 2023 and 2022, respectively. |
| Redeemable Non-controlling Interest | | | k. Redeemable
Non-controlling Interest Non-controlling
interests with embedded redemption features, whose settlement is not at the Company’s discretion, are considered redeemable non-controlling
interest. Redeemable non-controlling interests are considered to be temporary equity and are therefore presented as a mezzanine section
between liabilities and equity on the Company’s consolidated balance sheets. Redeemable non-controlling interests are measured at
the greater of the initial carrying amount adjusted for the non-controlling interest’s share of comprehensive income or loss or
its redemption value. Subsequent adjustment of the amount presented in temporary equity is currently not required because the Company’s
management estimates that it is not probable that the instrument will become redeemable. Adjustments of redeemable non-controlling interest
to its redemption value are recorded through additional paid-in capital. |
| Research and development expenses | | | l. Research
and development expenses Research
and development costs are charged to the statements of operations as incurred. Research and development expenses include costs directly
attributable to the conduct of research and development programs, including the cost of payroll and subcontractors, as well as share-based
payments. Advance payments for goods or services that will be used or rendered for future research and development activities are deferred.
Such amounts are recognized as an expense as the related goods are used or the services are rendered. Grants
received from the Israeli Innovation Authority (“IIA”) for 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 included as a deduction from research and development
expenses, see Note 5(a). The Company did not receive any grants during 2022 and 2023. |
| Share-based compensation | | | m. Share-based
compensation The
Company’s employees and non-employees share-based payment awards are classified as equity awards. The Company accounts for these
awards using the grant-date fair value method. The fair value of share-based payment transactions is recognized as an expense over the
requisite service period using the straight-line method. The
Company elected to recognize compensation costs for awards conditioned only on continued service that have a graded vesting schedule using
the straight-line method based on the multiple-option award approach. Forfeitures are recognized as they occur. The
Company accounts for its non-employees’ equity-classified share-based payment in a similar manner. |
| Leases | | | n. Leases The
Company adopted the ASC 842, Leases accounting guidance. The Company recognized new right-of-use assets and operating lease liabilities
of $391
as of January 1, 2022. The Company does not have any finance leases. The
Company recognizes operating lease payments in the consolidated statements of operations on a straight-line basis over the lease term.
Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent
the obligation to make minimum lease payments arising from the lease. ROU assets are initially measured at amounts representing the discounted
present value of the lease payments over the lease, plus any initial direct costs incurred. The lease liability is initially measured
at lease commencement date based on the discounted present value of minimum lease payments over the lease term. The discount rate for
the lease is the rate in the lease unless that rate cannot readily determined. As the Company’s leases do not provide an implicit
rate, the Company uses an estimated incremental borrowing rate (“IBR”) based on the information available at commencement
date in determining the present value of lease payments. The Company’s IBR is estimated to approximate the interest rate for collateralized
borrowing with similar terms and payments and in economic environments where the leased asset is located. The lease agreement included
an option to extend or terminate the lease. The Company exercised its option to extend the lease period up to July 2025. Payments
under the Company’s lease arrangements are primarily fixed, however, certain lease agreements contain variable payments, which are
expensed as incurred and not included in the operating lease right-of-use assets and liabilities. The Company elected the practical expedient
not to separate lease and non-lease components. |
| Operating segments and geographical information | | | r. Operating
segments and geographical information: The
Company is managed as one R&D department during its startup phase that has yet to earn revenues. The Company’s Chief Executive
Office (“CEO”) was identified as the chief operating decision maker (“CODM”). The CODM reviews the financial information
every quarter. Accordingly, the company had determined to operate under one reportable segment. All
of the Company long-lived assets are located in Israel. |
| MORINGA ACQUISITION CORP [Member] | | | |
| Accounting Policies, by Policy (Policies) [Line Items] | | | |
| Basis of Presentation | a. Basis of Presentation The condensed consolidated financial statements
herein are unaudited; however, such information reflects all adjustments (consisting of normal, recurring adjustments), which are, in
the opinion of the management, necessary for a fair statement of results for the interim period. The results of the operation for the
six and three-month periods ended June 30, 2024, are not necessarily indicative of the results to be expected for the full year. The year-end
condensed consolidated balance sheet data was derived from audited financial statements for the year ended December 31, 2023 as filed
on April 1, 2024, but does not include all disclosures required by accounting principles generally accepted in the United States of America
(“U.S. GAAP”). These unaudited condensed consolidated financial statements should be read in conjunction with the audited
financial statements and related notes thereto of Moringa Acquisition Corp. | | a. Basis of Presentation The
Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America (“U.S. GAAP”) and the rules and regulations of the SEC. |
| Emerging Growth Company | b. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging
growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those
that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the
Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect
to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such
election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a
standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth
company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s
unaudited condensed consolidated 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. Emerging Growth Company Section 102(b)(1) of
the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The
JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply
to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended
transition period which means that This
may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company
nor an emerging growth company which has opted out of using the extended transition period difficult or impossible, because of the potential
differences in accounting standards used. |
| Cash and cash equivalents | c. Cash and cash
equivalents The Company considers as cash equivalents all
short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the
date of purchase that are not restricted as to withdrawal or use by nature of the account and are readily convertible to known amounts
of cash. | | c. Cash and cash equivalents The
Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original
maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use by nature of the account
and are readily convertible to known amounts of cash. |
| Class A Ordinary Shares subject to possible redemption | d. Class A Ordinary Shares
subject to possible redemption As discussed in Note 1, all of the 11,500,000
shares of Class A ordinary shares sold as parts of the Units in the Public Offering contain a redemption feature. In accordance with
the Accounting Standards Codification 480-10-S99-3A “Classification and Measurement of Redeemable Securities”, redemption
provisions not solely within the control of the Company require the security to be classified outside of permanent equity. The Company
has classified all of the shares sold under the Public Units as subject to possible redemption. Refer to Note 7(a) for information regarding the
partial redemptions of Class A ordinary shares subject to possible redemption, following the First and Second Extensions. Also, refer
to Note 9(c) regarding an additional redemption after the balance sheet date. | | d. Class A Ordinary Shares
subject to possible redemption As
discussed in Note 1(b), all of the 11,500,000 Class A
ordinary shares sold as part of the Units in the Public Offering contained a redemption feature. In accordance with the Accounting
Standards Codification 480-10-S99-3A “Classification and Measurement of Redeemable Securities”, redemption provisions
not solely within the control of the Company require the security to be classified outside of permanent equity. The Company has classified
all of the shares sold under the Public Units as subject to possible redemption. Refer
to Note 7(a) for information regarding the partial redemptions of Class A ordinary shares subject to possible redemption,
following the First Extension Meeting and the Second Extension Meeting. |
| Loss per share | e. Net profit (loss) per share The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, Earnings Per Share. Net profit (loss) per share is computed by dividing net profit (loss) by the weighted
average number of shares outstanding during the period. The Company applies the two-class method in calculating net profit (loss) per
each class of shares: the non-redeemable shares, which include the Private Class A Ordinary Shares, as defined in Note 7, and the Class
B ordinary shares (hereafter and collectively – Non-Redeemable class A and B ordinary shares); and the Class A ordinary shares subject
to possible redemption. In order to determine the net profit (loss) attributable
to each class, the Company first considered the total profit (loss) allocable to both sets of shares. This is calculated using the total
net profit (loss) less any interest earned on investments held in trust account. Then, the accretion is fully allocated to the Class A
ordinary shares subject to redemption. | | e. Net profit (loss) per share The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net profit (loss) per share
is computed by dividing net profit (loss) by the weighted average number of shares outstanding during the period. The Company applies
the two-class method in calculating net profit (loss) per each class of shares: the non-redeemable shares, which include the Private Class A
Ordinary Shares, as defined in Note 7(a), and the Class B ordinary shares (hereafter and collectively — Non-Redeemable
class A and B ordinary shares); and the Class A ordinary shares subject to possible redemption. In
order to determine the net profit (loss) attributable to each class, the Company first considered the total profit (loss) allocable to
both sets of shares. This is calculated using the total net profit (loss) less any interest earned on investments held in the Trust Account.
Then, any accretion is fully allocated to the Class A ordinary shares subject to redemption. |
| Concentration of credit risk | f. Concentration of credit risk Financial instruments that potentially
subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed
the Federal Depository Insurance Coverage of $250,000.
From the Company’s incorporation and through June 30, 2024, the Company has not experienced any losses on these accounts. As of June 30, 2024, the Company held its cash
and cash equivalents in an SVB bank account, and its investments Held in Trust Account in Goldman Sachs money market funds. Money market
funds are characterized as Level 1 investments within the fair value hierarchy under ASC 820. | | f. Concentration of credit risk Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $250,000.
From the Company’s incorporation and through December 31, 2023 the Company has not experienced any losses on these accounts. As
of December 31, 2023 the Company held its cash and cash equivalents in an SVB bank account, and its investments Held in Trust Account
in Goldman Sachs money market funds. Money market funds are characterized as Level 1 investments within the fair value hierarchy under
ASC 820. |
| Public Warrants | g. Public Warrants The Company applied the provisions of ASC 815-40
and classified its public warrants, issued as part of the Public Units as detailed in Note 3, as equity securities. | | g. Public Warrants The
Company applied the provisions of ASC 815-40 and classified its public warrants, issued as part of the Public Units as detailed
in Note 3, as equity securities. |
| Private Warrant liability | h. Private Warrant liability The Company accounts for the warrants in accordance
with the guidance contained in Accounting Standards Codification 815 (“ASC 815”), “Derivatives and Hedging”, under
which the warrants do not meet the criteria for equity treatment and must be recorded as derivative liabilities. Accordingly, the Company
classifies the private warrants as liabilities at their fair value and adjusts the private warrants to fair value at each reporting period.
This liability is subject to re-measurement at each balance sheet date until the private warrants are exercised or expire, and any change
in fair value is recognized in the Company’s statements of operations. Refer to Note 6 for information regarding the model used
to estimate the fair value of the Private Warrants (as defined in Note 3). | | 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 at each balance sheet date until the warrants are exercised
or expire, and any change in fair value is recognized in the Company’s statement of operations. Refer to Note 6 for information
regarding the model used to estimate the fair value of the Private Warrants (as defined in Note 3). |
| Financial instruments issued | i. Financial instruments The fair value of the Company’s assets and
liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures”, approximates
the carrying amounts represented in the balance sheet, primarily due to their short-term nature. | | i. Financial instruments The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair
Value Measurements and Disclosures”, approximates the carrying amounts represented in the balance sheet, primarily due to their
short-term nature. |
| Use of estimates | 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. | | 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. |
| Income taxes | m. Income tax The Company accounts for income taxes in accordance
with ASC 740, “Income Taxes (hereafter – ASC 740). ASC 740 prescribes the use of the liability method whereby deferred
tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.
The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more
likely than not that a portion or all of the deferred tax assets will not be realized, based on the weight of available positive and negative
evidence. Deferred tax liabilities and assets are classified as non-current in accordance with ASU 2015-17. | | 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
in accordance with ASU 2015-17. |
| New accounting pronouncements | n. Recent accounting pronouncements Management does not believe that any recently
issued, but not yet effective, accounting pronouncements, if currently adopted would have a material effect on the Company’s financial
statements. | | 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. |
