UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period
ended
For the transition period from to
Commission File No.
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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| ( |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The | ||||
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Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☐ | Large accelerated filer | ☐ | Accelerated filer | |
| ☒ | Smaller reporting company | |||
| Emerging growth company | ||||
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act):
As of May 15, 2023,
MORINGA ACQUISITION CORP
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
i
CERTAIN TERMS
Unless otherwise stated in this Quarterly Report on Form 10-Q (this “Quarterly Report” or “Form 10-Q”), references to:
| ● | “we”, “us”, “our”, “the company”, “our company” or “Moringa” are to Moringa Acquisition Corp, a Cayman Islands exempted company; |
| ● | “amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association; |
| ● | “Class A ordinary shares” are to our Class A ordinary shares, par value $0.0001 per share; |
| ● | “Class B ordinary shares” are to our Class B ordinary shares, par value $0.0001 per share; |
| ● | “Companies Law” are to the Companies Law (2021 Revision) of the Cayman Islands, as the same may be amended from time to time; |
| ● | “EarlyBirdCapital” are to EarlyBirdCapital, Inc., the representative of the underwriters of our initial public offering; |
| ● | “equity-linked securities” are to any securities of our company that are convertible into or exchangeable or exercisable for, Class A ordinary shares of our company; |
| ● | “Extension” are to the extension of the deadline for our completion of an initial business combination from February 19, 2023 to August 19, 2023, which our shareholders approved at the Extension Meeting; |
| ● | “Extension Date” are to August 19, 2023; |
| ● | “Extension Meeting” are to the extraordinary general meeting in lieu of 2022 annual general meeting of our company that we held on February 9, 2023 at which, among other approvals, the Extension was approved; |
| ● | “founders shares” are to our 2,875,000 Class B ordinary shares initially purchased by our sponsor in a private placement prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the founders shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”); |
| ● | “Holisto” are to Holisto Ltd., an Israeli company with which we have entered into the Holisto Business Combination Agreement; |
| ● | “Holisto Business Combination” means the potential business combination with Holisto that is contemplated under the Holisto Business Combination Agreement; |
| ● | “Holisto Business Combination Agreement” are to the Business Combination Agreement, dated June 9, 2022, by and among our company, Holisto, and Merger Sub, as amended by Amendments. No. 1 and No. 2 thereto; |
| ● | “Holisto Registration Statement” are to the registration statement on Form F-4 (SEC File No. 333-267305) filed by Holisto in respect of the Holisto Business Combination, as amended by Amendments No. 1, 2 and 3 thereto, filed on December 29, 2022, February 7, 2023 and March 31, 2023, respectively; |
ii
| ● | “initial public offering” or “IPO” are to the initial public offering of our Class A ordinary shares, which was consummated in two closings, on February 19, 2021 and March 3, 2021; |
| ● | “initial shareholders” are to our sponsor’s wholly-owned subsidiary, Moringa Sponsor US L.P., a Delaware limited partnership, and other holders (if any) of our founders shares prior to our initial public offering; |
| ● | “letter agreement” refers to the letter agreement entered into between us and our initial shareholders, directors and officers on February 16, 2021; |
| ● | “management” or our “management team” are to our officers and directors; |
| ● | “Merger Sub” are to Holisto MergerSub, Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Holisto. |
| ● | “private shares” are to the Class A ordinary shares included in the private units issued and sold to our sponsor and EarlyBirdCapital in private placements simultaneously with the closings of our initial public offering; |
| ● | “private units” are to the 380,000 units (consisting of 380,000 private shares and 190,000 private warrants) issued and sold to our sponsor and EarlyBirdCapital, in the aggregate, in private placements simultaneously with the closings of our initial public offering; |
| ● | “private warrants” are to the 190,000 warrants contained within the private units issued and sold to our sponsor and EarlyBirdCapital, in the aggregate, in private placements simultaneously with the closings of our initial public offering, as well as any warrants that may be issued upon conversion of working capital loans; |
| ● | “public shareholders” are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided their status as a “public shareholder” shall only exist with respect to such public shares; |
| ● | “public shares” are to our Class A ordinary shares sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market); |
| ● | “public units” are to the units (consisting of public shares and warrants) sold in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market); |
| ● | “representative shares” are to the 100,000 Class A ordinary shares that we issued to EarlyBirdCapital (and/or its designees) in a private placement prior to our initial public offering; |
| ● | “SEC” are to the U.S. Securities and Exchange Commission; |
| ● | “sponsor” are to Moringa Sponsor, LP, a Cayman Islands exempted limited partnership, including, where applicable, its affiliates (including our initial shareholder, Moringa Sponsor US L.P., a Delaware limited partnership, which is a wholly-owned subsidiary of our sponsor); |
| ● | “trust account” are to the U.S.-based trust accounts at Goldman Sachs & Co. and at JP Morgan Chase, which are maintained by Continental Stock Transfer & Trust Company acting as trustee, into which total amounts of $100,000,000 and $15,000,000 from the proceeds from the IPO and the concurrent private placement were deposited upon the two closings of the IPO, in February and March 2021. |
| ● | “warrants” are to our redeemable warrants sold as part of the public units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market) and the private warrants; |
| ● | “$,” “US$” and “U.S. dollar” each refer to the United States dollar; and |
| ● | “2022 Annual Report” are to our annual report on Form 10-K for the year ended December 31, 2022, which we filed with the SEC on March 31, 2023. |
iii
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements other than statements of historical fact included in this Quarterly Report, including statements in “Part 1, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Forward-looking statements in this Quarterly Report may include, for example, statements about:
| ● | our ability to complete the Holisto Business Combination, including the satisfaction of the closing conditions to the Holisto Business Combination Agreement and the timing of the completion of such business combination; |
| ● | our expectations with respect to the future performance of Holisto and the anticipated financial impact of the Holisto Business Combination; |
| ● | the occurrence of any event, change or other circumstance that could give rise to the termination of the Holisto Business Combination Agreement or could otherwise cause the transactions contemplated therein to fail to close; |
| ● | our potential ability to obtain additional financing to complete the Holisto Business Combination; |
| ● | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
| ● | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; |
| ● | risks associated with acquiring a technology-oriented business in Israel; |
| ● | our public securities’ liquidity and trading; |
| ● | the lack of a market for our securities; |
| ● | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
| ● | the trust account not being subject to claims of third parties; or |
| ● | our financial performance following our initial public offering or following our initial business combination. |
The forward-looking statements contained in this Quarterly Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. For information regarding important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to “Part I, Item 1A. Risk Factors” in our 2022 Annual Report. Our securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.report. Except as expressly required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
iv
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MORINGA ACQUISITION CORP
UNAUDITED CONDENSED FINANCIAL STATEMENTS
AS OF MARCH 31, 2023 AND FOR THE THREE MONTHS ENDED ON THAT DATE
U.S. DOLLARS
1
MORINGA ACQUISITION CORP
UNAUDITED CONDENSED FINANCIAL STATEMENTS
AS OF MARCH 31, 2023 AND FOR THE THREE MONTHS ENDED ON THAT DATE
INDEX
F-1
MORINGA ACQUISITION CORP
UNAUDITED CONDENSED BALANCE SHEETS
| March 31, | December 31, | |||||||||
| Note | 2023 | 2022 | ||||||||
| U.S. Dollars | ||||||||||
| A s s e t s | ||||||||||
| ASSETS: | ||||||||||
| Cash and cash equivalents | ||||||||||
| Investments held in Trust Account | ||||||||||
| Prepaid expenses | ||||||||||
| TOTAL ASSETS | ||||||||||
| Liabilities and shares subject to possible redemption net of capital deficiency | ||||||||||
| LIABILITIES: | ||||||||||
| Accrued expenses | ||||||||||
| Related party | 4 | |||||||||
| Private warrant liability | ||||||||||
| TOTAL LIABILITIES | ||||||||||
| COMMITMENTS AND CONTINGENCIES | 5 | |||||||||
| CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION: | ||||||||||
| CAPITAL DEFICIENCY: | 7 | |||||||||
| Class A Ordinary Shares, $ | ||||||||||
| Class B Ordinary Shares, $ | ||||||||||
| Preferred Shares, $ | ||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||
| TOTAL CAPITAL DEFICIENCY | ( | ) | ( | ) | ||||||
| TOTAL LIABILITIES AND SHARES SUBJECT TO POSSIBLE REDEMPTION NET OF CAPITAL DEFICIENCY | ||||||||||
The accompanying notes are an integral part of these financial statements.
F-2
MORINGA ACQUISITION CORP
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
| Note | 3 months ended March 31, 2023 | 3 months ended March 31, 2022 | ||||||||
| U.S. Dollars | ||||||||||
| Except share data | ||||||||||
| INTEREST EARNED ON INVESTMENTS HELD IN TRUST ACCOUNT | ||||||||||
| GENERAL AND ADMINISTRATIVE | 9 | ( | ) | ( | ) | |||||
| CHANGE IN FAIR VALUE OF WARRANT LIABILITY | ||||||||||
| NET PROFIT (LOSS) FOR THE PERIOD | ( | ) | ||||||||
| 8 | ||||||||||
| ( | ) | |||||||||
| ( | ) | ( | ) | |||||||
The accompanying notes are an integral part of these financial statements.
F-3
MORINGA ACQUISITION CORP
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN CAPITAL DEFICIENCY
| Class A ordinary shares | Class B ordinary shares | Additional | ||||||||||||||||||||||||||
| Number of shares | Par value | Number of shares | Par value | pain-in capital | Accumulated deficit | Total | ||||||||||||||||||||||
| U.S. dollars (except share data) | ||||||||||||||||||||||||||||
| BALANCE AT December 31, 2021 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net loss for the period | ( | ) | ( | ) | ||||||||||||||||||||||||
| BALANCE AT March 31, 2022 | ( | ) | ( | ) | ||||||||||||||||||||||||
| BALANCE AT December 31, 2022 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Subsequent accretion of Class A Ordinary Shares subject to possible redemption to amount as of March 31, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net profit for the period | ||||||||||||||||||||||||||||
| BALANCE AT March 31, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
F-4
MORINGA ACQUISITION CORP
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
| 3 months ended March 31, 2023 | 3 months ended March 31, 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net profit (loss) for the period | ( | ) | ||||||
| Adjustments to reconcile net profit (loss) to net cash provided by (used in) operating activities: | ||||||||
| Changes in the fair value of the private warrant liability | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Decrease in prepaid expenses | ||||||||
| Increase in related party | ||||||||
| Increase in accrued expenses | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Partial redemption of Class A ordinary shares subject to possible redemption | ( | ) | - | |||||
| Proceeds from a promissory note – related party | ||||||||
| Repayment of promissory note – related party | ( | ) | ||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND INVESTMENTS HELD IN A TRUST ACCOUNT | ( | ) | ||||||
| CASH, CASH EQUIVALENTS AND INVESTMENTS HELD IN A TRUST ACCOUNT AT BEGINNING OF PERIOD | ||||||||
| CASH, CASH EQUIVALENTS AND INVESTMENTS HELD IN A TRUST ACCOUNT AT END OF PERIOD | ||||||||
| RECONCILIATION OF CASH, CASH EQUIVALENTS AND INVESTMENTS HELD IN A TRUST ACCOUNT: | ||||||||
| Cash and cash equivalents | ||||||||
| Investments held in trust account | ||||||||
| Total cash, cash equivalents and investments held in a trust account | ||||||||
The accompanying notes are an integral part of these financial statements.
F-5
MORINGA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
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 three months ended March 31, 2023 and the year ended December 31, 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 subsidiary, Moringa Sponsor (US) LP, a Delaware limited partnership, as the “Sponsor”).
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
| 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 thereof that maintain a stable
net asset value of $
The Company’s complies with the provisions of ASU 2016-18, under which changes in proceeds held in the Trust Account are accounted for as Changes in Cash, Cash Equivalents and Investments Held in a Trust Account in the Company’s Statements of Cash Flows.
Refer to Note 4(a) and 9 for information regarding proceeds received by the Sponsor under the Sixth Promissory note, deposited into the trust account.
F-6
MORINGA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (continued):
| 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
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.
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 Class A ordinary shares subject to possible redemption 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 price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable,
and less up to $
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 share (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 subject to possible redemption, 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.
F-7
MORINGA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (continued):
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.
On February 9, 2023, the Company held an extraordinary general meeting in lieu of the 2022 annual general meeting of the Company (the “Meeting”). At the Meeting, the Company’s shareholders approved the proposal to amend, by way of special resolution, an amendment to the Amended and Restated Articles to extend the date by which the Company has to consummate a business combination from February 19, 2023 to August 19, 2023 (the “Extended Mandatory Liquidation Date”) or such earlier date as may be determined by the Board in its sole discretion.
Refer to Notes 4(a) and 9 for information regarding proceeds received by the Sponsor under the Sixth Promissory note, which were deposited into the trust account.
Refer to Note 7(a) for information regarding the partial redemption of Class A ordinary shares subject to possible redemption, following the Meeting.
| e. | Substantial Doubt about the Company’s Ability to Continue as a Going Concern |
As of March 31, 2023, the Company had
approximately $
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 August 19, 2023 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 Extended Mandatory Liquidation Date. However, there can be no assurance that the Company will be able to consummate any business combination ahead of the Extended 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.
F-8
MORINGA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (continued):
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 Extended Mandatory Liquidation Date.
| f. | Proposed Business Combination |
On June 9, 2022, the Company entered into a Business Combination Agreement for a proposed business combination (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 subsidiary of Holisto.
Holisto is an Israeli company and a tech-powered online travel agency, which aims to make hotel booking affordable and personalized for consumers.
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.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
| 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.
| 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 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.
F-9
MORINGA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):
| 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.
| d. | Class A Ordinary Shares subject to possible redemption |
As discussed in Note 1, all of the
Refer to Note 7(a) for information regarding the partial redemption of Class A ordinary shares subject to possible redemption, following the Meeting.
| 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.
| 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 $
As of March 31, 2023 and December 31, 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 1 investments within the fair value hierarchy under ASC 820.
F-10
MORINGA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):
| 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.
| 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).
| 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.
| 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.
| 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.
| 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.
F-11
MORINGA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
NOTE 3 – PUBLIC OFFERING AND PRIVATE PLACEMENTS:
In the Initial Public Offering, the Company
issued and sold
Each Unit (both those sold in the initial
Public Offering and in the Private Placement) consists of one Class A ordinary share, $
Once the Public Warrants become exercisable,
the Company may redeem them in whole and not in part at a price of $
The Company paid an underwriting commission
of
F-12
MORINGA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
NOTE 4 - RELATED PARTY TRANSACTIONS:
| a. | Promissory Notes |
The Company has issued several promissory note agreements to its Sponsor throughout its life term, in order to fulfil its ongoing operational needs or preparations towards an Initial Business Combination. The promissory notes do not bear any interest on the principal amount outstanding.
The First Promissory Note withdrawn was borrowed and repaid in full in early 2021 and has subsequently expired.
On August 9, 2021 the Company has issued
its Second Promissory Note to the Sponsor, according to which the former may withdraw up to $
In December 2022, the Company has issued
its Third and Fourth Promissory Notes and the Sponsor have entered into two additional Promissory Note agreement (hereafter – the
Third and Fourth Promissory Note), according to which the Company may withdraw up to $
According to their original terms, the entire unpaid balance of the Second, Third and Fourth Promissory Notes shall be payable on the earlier of (i) February 19, 2023, or (ii) the date on which the Company consummates its Initial Business Combination (hereafter – the Maturity Date). Any drawn amounts could be prepaid at any time. Following the Meeting, as detailed in Note 1(d), all of the outstanding Promissory Notes as of December 31, 2022 were amended due to the Extension, to reflect the change from the Mandatory Liquidation Date to the Extended Mandatory Liquidation Date.
On February 8, 2023 the Sponsor issued
its Fifth Promissory Note to the Company, in an amount of up to $
On February 9, 2023 the Sponsor issued
its Sixth Promissory Note to the Company, in an amount of $
On February 19 and March 19, 2023 the
Sponsor deposited $
The Fifth and Sixth Promissory Notes bear no interest and are repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial business combination, or (b) Extended Mandatory Liquidation Date.
According to the terms of the Second,
Third, Fourth and Fifth Promissory Notes, which comprise an aggregate principal of $
Refer to Note 9 – Subsequent Events – for information regarding additional withdrawals under the Fifth and Sixth Promissory Notes after the balance sheet date.
F-13
MORINGA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
NOTE 4 - RELATED PARTY TRANSACTIONS (continued):
| 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 $
The composition of the Related Party balance as of March 31, 2023 and December 31, 2022 is as follows:
| March 31, 2023 | December 31, 2022 | |||||||
| In U.S. dollars | ||||||||
| Promissory notes | ||||||||
| Accrual for Administrative Services Agreement | ||||||||
NOTE 5 - COMMITMENTS AND CONTINGENCIES:
| a. | Underwriters’ Deferred Discount |
Under the Business Combination Marketing
Agreement, the Company shall pay an additional fee (hereafter – the Deferred Commission) of
| b. | Nasdaq Deficiency Notice |
On March 28, 2023 (hereafter – the Notice Date) the Company received a notice from the Nasdaq Listing Qualifications Department indicating that it is not in compliance with Nasdaq Listing Rule 5550(a)(3) (hereafter – the Rule), according to which the Company must satisfy the Minimum Public Holders Rule which requires listed companies to have at least 300 public holders. The Company has submitted its compliance plan on May 11, 2023.
F-14
MORINGA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
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 March 31, 2023 and December 31, 2022 by level within the fair value hierarchy:
| Level | March 31, 2023 | December 31, 2022 | ||||||||
| Assets: | ||||||||||
| Money market funds held in Trust Account | 1 | |||||||||
| Liabilities: | ||||||||||
| Private Warrant Liability | 3 | |||||||||
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 model with Level 3 inputs was used to calculate the Private Warrants’ fair value. Inherent in a Black-Scholes-Merton model are assumptions related to expected life (term), expected stock price, volatility, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on implied volatility from the Company’s traded warrants and from historical volatility of selected peer companies’ Class A ordinary shares that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.
F-15
MORINGA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
NOTE 6 – FAIR VALUE MEASUREMENTS (continued):
The following table provides quantitative information regarding Level 3 fair value measurements inputs:
| As of March 31, 2023 | As of December 31, 2022 | |||||||
| Share price | $ | $ | ||||||
| Strike price | $ | $ | ||||||
| Volatility | % | % | ||||||
| Risk-free interest rate | % | % | ||||||
| Dividend yield | % | % | ||||||
| In U.S dollars | ||||
| Value of private warrant liability measured with Level 3 inputs at Initial Measurement | ||||
| Change in fair value of private warrant liability measured with Level 3 inputs | ( | ) | ||
| Value of warrant liability measured with Level 3 inputs at December 31, 2022 | ||||
| Change in fair value of private warrant liability measured with Level 3 inputs | ( | ) | ||
| Value of warrant liability measured with Level 3 inputs at March 31, 2023 | ||||
NOTE 7 – CAPITAL DEFICIENCY:
| a. | Ordinary Shares |
Class A Ordinary Shares
On November 20, 2020 the Company issued
The Company accounted for the issuance
of the Representative Shares as compensation expenses amounting to $
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
The Company classified its
F-16
MORINGA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
NOTE 7 – CAPITAL DEFICIENCY (continued):
In
conjunction with the extension proposal, on February 19, 2023, an amount of
Class B Ordinary Shares
On November 20, 2020 the Company issued
Class B ordinary shares are convertible into non-redeemable Class A ordinary shares, on a one-for-one basis, automatically on the day of the Business Combination. Class B ordinary shares also possess the sole right to vote for the election or removal of directors, until the consummation of an initial Business Combination.
| b. | Preferred shares |
The Company is authorized to issue up
to
F-17
MORINGA ACQUISITION CORP
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
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):
| 3 months ended March 31, | ||||||||
| 2023 | 2022 | |||||||
| Net profit (loss) for the period | $ | $ | ( | ) | ||||
| Less – interest earned on Investments held in Trust Account | ( | ) | ||||||
| Net loss excluding interest | $ | ( | ) | $ | ( | ) | ||
| Class A ordinary shares subject to possible redemption: | ||||||||
| Numerator: | ||||||||
| Net loss excluding interest | $ | ( | ) | $ | ( | ) | ||
| Accretion on Class A ordinary shares subject to possible redemption to redemption amount (“Accretion”) | ||||||||
| $ | $ | ( | ) | |||||
| Denominator: | ||||||||
| weighted average number of shares | ||||||||
| Basic and diluted net profit (loss) per Class A ordinary share subject to possible redemption | $ | $ | ( | ) | ||||
| Non-redeemable Class A and B ordinary shares: | ||||||||
| Numerator: | ||||||||
| Net loss excluding interest | $ | ( | ) | $ | ( | ) | ||
| Accretion | ( | ) | ||||||
| ( | ) | ( | ) | |||||
| Denominator: | ||||||||
| weighted average number of shares | ||||||||
| Basic and diluted net loss per non-redeemable Class A and B ordinary share | $ | ( | ) | $ | ( | ) | ||
The Company has not considered the effect of the
warrants sold in the Initial Public Offering and Private Placements to purchase an aggregate of
NOTE 9 – SUBSEQUENT EVENT:
In April 2023, the Company has withdrawn an additional $
F-18
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed financial statements and related notes appearing elsewhere in this Quarterly Report, and our audited financial statements and related notes thereto as of, and for the year ended, December 31, 2022, included in our 2022 Annual Report.
Overview
We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We completed our initial public offering in February 2021, and since that time, we have engaged in discussions with potential business combination target companies, and, in June 2022, entered into a business combination agreement with Holisto, as described in “Recent Developments” below in this Item 2. We intend to effectuate our prospective initial business combination using (i) cash from the proceeds of our initial public offering and the private placements of the private units, (ii) cash from a new financing involving the sale of our shares and/or other equity, and/or (iii) cash from one or more debt financings.
The issuance of additional ordinary shares in a business combination (whether by our company or by the target company that will serve as the new public company following a business combination):
| ● | may significantly dilute the equity interest of investors in our initial public offering; |
| ● | could cause a change of control if a substantial number of ordinary shares are issued, which may affect, among other things, our (or the new public company’s) ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of the officers and directors of the public company following the business combination; |
| ● | may have the effect of delaying or preventing a change of control of the new public company by diluting the share ownership or voting rights of a person seeking to obtain control of it; and |
| ● | may adversely affect prevailing market prices for the ordinary shares or warrants of the new public company following the business combination. |
2
Similarly, if the new public company (following a business combination) issue(s) debt securities or otherwise incur(s) significant indebtedness in connection with the business combination transaction, that could result in:
| ● | default and foreclosure on the public company’s assets if its operating revenues after an initial business combination are insufficient to repay its debt obligations; |
| ● | acceleration of the new public company’s obligations to repay the indebtedness even if it makes all principal and interest payments when due if it breaches certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
| ● | immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
| ● | the public company’s inability to obtain necessary additional financing if the debt security contains covenants restricting its ability to obtain such financing while the debt security is issued and outstanding; |
| ● | the public company’s inability to pay dividends on its shares; |
| ● | using a substantial portion of the public company’s cash flow to pay principal and interest on its debt, which will reduce the funds available for dividends on ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
| ● | limitations on the public company’s flexibility in planning for and reacting to changes in its business and in the industry in which it operates; |
| ● | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
| ● | limitations on the public company’s ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of its strategy and other purposes and other disadvantages compared to its competitors that have less debt. |
As indicated in the accompanying financial statements, at March 31, 2023 we had approximately $72 thousand of cash and cash equivalents and an accumulated deficit of approximately $1,795 thousand. Although we raised $115 million of gross proceeds, in the aggregate, from our initial public offering in February and March 2021, and an additional $3.8 million of gross proceeds, in the aggregate, from our private placements consummated concurrently with the closings of our initial public offering, approximately $90.8 million of the funds in our trust account were paid out as part of the redemption of public shares in connection with the Extension Meeting, leaving approximately $26.8 million in the trust account as of March 31, 2023. We furthermore expect to continue to incur significant costs from our bank account outside of the trust account in the pursuit of our acquisition plans. We cannot assure you that our plans to complete the prospective Holisto Business Combination or a related capital-raise will be successful.
3
Recent Developments
Extension of Date to Consummate a Business Combination and Sponsor Contribution
On January 5, 2023 and in the period thereafter, we filed with the SEC and distributed to our shareholders a proxy statement in which we notified our shareholders that we would be holding the Extension Meeting for the purpose of considering and voting on, among other proposals: (i) a proposal to approve, by way of special resolution, an amendment to our amended and restated memorandum and articles of association to provide for the Extension— i.e., to extend by six months, from February 19, 2023 to August 19, 2023 (or such earlier date as may be determined by our board of directors in its sole discretion), the deadline by which we would need to consummate an initial business combination (the “Articles Extension Proposal”), (ii) a proposal to amend the Investment Management Trust Agreement, dated as of February 19, 2021, to which we are party with Continental Stock Transfer & Trust Company, to extend the term of that agreement for a period of six months that corresponds with the Extension under our amended and restated memorandum and articles of association (the “Trust Extension Proposal”), and (iii) a proposal to approve, by way of ordinary resolution of the holders of the Class B ordinary shares, the re-appointment of each of Ilan Levin, Craig Marshak, Ruth Alon, Michael Basch, and Eric Brachfeld as directors serving on our board of directors until the second succeeding annual general meeting of our company and until their successors are elected and qualified (the “Director Election Proposal”). Each such proposal was described in more detail in the definitive proxy statement related to the Extension Meeting, which we filed with the SEC on January 5, 2023, and which is incorporated by reference herein.
On January 26, 2023, we announced that if the Articles Extension Proposal and the Trust Extension Proposal were to be approved at the Extension Meeting and the Extension implemented, our sponsor or its designees would deposit into the trust account as a loan (a “Contribution”, and the sponsor or its designee making such Contribution, a “Contributor”) on February 19, 2023, and on the 19th day of each subsequent calendar month until the Extension Date, or such earlier date on which our board of directors determines to liquidate the company or an initial business combination is completed, the lesser of (x) $80,000 and (y) $0.04 per public share multiplied by the number of public shares outstanding on such applicable date (each date on which a Contribution is to be deposited into the trust account, a “Contribution Date”). If we consummate an initial business combination or have announced our intention to commence winding up prior to any Contribution Date, the Contributor’s obligation to make Contributions will terminate.
On February 9, 2023, after an adjournment of two days following the originally-designated date for the Extension Meeting, we reconvened the Extension Meeting and our shareholders approved each of the Articles Extension Proposal, Trust Extension Proposal and Director Election Proposal.
Upon approval of the Extension, and based on the sponsor’s commitment to make the Contributions, we issued to the sponsor a non-interest bearing, unsecured promissory note in a principal amount of up to $480,000, representing the maximum potential amount of all Contributions. The note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of our initial business combination, or (b) the date of our liquidation. We have not requested that the sponsor reserve for, nor have we independently verified whether the sponsor will have sufficient funds to satisfy, any Contributions. If a Contributor fails to make a Contribution by an applicable Contribution Date, we will liquidate and dissolve as soon as practicable after such date and in accordance with our amended and restated memorandum and articles of association. If we do not consummate an initial business combination by the Extension Date, the promissory note will be repaid only from funds held outside of the trust account or will be forfeited.
In connection with the Extension Meeting, 8,910,433 Class A Ordinary Shares were redeemed, leaving 3,069,567 Class A Ordinary Shares— of which 2,589,567 are public shares— outstanding. As such, approximately 77.5% of the originally outstanding public shares were redeemed and approximately 22.5% of the originally outstanding public shares remain outstanding. After the satisfaction of such redemptions on February 19, 2023, the balance in our trust account was approximately $26.8 million.
Holisto Registration Statement
On September 7, 2022, Holisto filed with the SEC the Holisto Registration Statement, as required under the Holisto Business Combination Agreement. On December 29, 2022, February 7, 2023 and March 31, 2023, Holisto filed with the SEC Amendments No. 1, 2 and 3, respectively, to the Holisto Registration Statement. For the avoidance of doubt, such registration statement, and the amendments thereto, are not incorporated by reference herein.
Unless specifically stated, this Quarterly Report does not give effect to the prospective Holisto Business Combination and does not contain a description of the risks associated with the prospective Holisto Business Combination. Such risks and effects relating to the prospective Holisto Business Combination are described in the Holisto Registration Statement. The Holisto Registration Statement also contains a description of the business, operations, financial condition, management, governance, capitalization and other materials terms related to the combined company following the Holisto Business Combination, as well as information regarding the redemption process and the shareholders’ meeting of Moringa at which the Holisto Business Combination will be brought for approval.
4
Nasdaq Deficiency Notice
On March 28, 2023, we received a notice from the Nasdaq Listing Qualifications Department indicating that we were not in compliance with Nasdaq Listing Rule 5550(a)(3), which requires us to have at least 300 public holders for continued listing on the Nasdaq Capital Market. The Notice was only a notification of deficiency, not of imminent delisting, and had no current effect on the listing or trading of our securities on the Nasdaq Capital Market. The notice stated that we had 45 calendar days to regain compliance or to submit a plan to regain compliance with the rule. On May 11, 2023, we submitted a plan to regain compliance with the rule. If Nasdaq accepts our plan, Nasdaq may grant us an extension of up to 180 calendar days from the date of the notice to evidence compliance with the rule. If Nasdaq does not accept our plan, we will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.
Results of Operations and Known Trends or Future Events
We have not engaged in any revenue-generating operations to date. Our only activities since inception have been organizational activities, preparations for our initial public offering and, subsequent to our initial public offering, searching for, and due diligence related to, potential target companies, and negotiations and preparations related to the Holisto Business Combination. We have not and will not generate any operating revenues until after completion of our initial business combination. We generate non-operating income in the form of interest income on investments held in our trust account after our initial public offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the March 31, 2023 date of our financial statements contained in this Quarterly Report. After our initial public offering, which was consummated in February and March 2021, we have been incurring increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for our activities related to an initial business combination (and the Holisto Business Combination in particular).
Liquidity and Capital Resources
We have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans.
In early 2021, prior to the completion of our IPO, our liquidity needs were satisfied from the availability of up to $300,000 in loans from our sponsor under an unsecured promissory note, under which we had initially borrowed $150,000 prior to December 31, 2020 and an additional $20,000 in February 2021. The total $170,000 balance owed under the note was repaid in March 2021 following the closings of our initial public offering.
At the time of our IPO in February and March 2021, we raised $116,200,000 of net proceeds from (i) the sale of units to the public in the offering, after deducting offering expenses of approximately $300,000 and underwriting commissions of $2,300,000 (but excluding an advisory fee of $4,025,000) that have been or will be payable to the representative of the underwriters for services to be performed for us in connection with (and subject to the consummation of) our initial business combination transaction, and (ii) the sale of private units for a purchase price of $3,800,000 in the aggregate. Of that $116,200,000 amount, $115,000,000 (including $4,025,000 in potential advisory fees to be payable to the representative of the underwriters for advisory services in connection with our initial business combination transaction) was deposited into a non-interest bearing trust account. The funds in the trust account are invested only in specified U.S. government treasury bills or in specified money market funds. The remaining $1.2 million was not placed in the trust account. As of March 31, 2023, we had approximately $26.8 million of investments held in that trust account (which includes Contributions made by the sponsor prior to that date), all of which was invested in Goldman Sachs money market funds. In addition, the sponsor has committed to fund an additional $80,000 to the trust account on the 19th day of each month beginning in February 2023 until (but not including) August 19, 2023, for $480,000 in total, for so long as we have not yet completed an initial business combination or determined to liquidate our company.
5
We intend to use substantially all of the investments held in the trust account (after reduction for payments to redeeming shareholders) including any amounts representing interest earned on the trust account (which interest shall be net of taxes payable, and excluding potential fees to be payable to the underwriters for advisory services in connection with our initial business combination transaction), to fund our post- business combination company. We may withdraw from the trust interest to pay taxes, if any. Our annual income tax obligations depend on the amount of interest and other income earned on the amounts held in the trust account. To the extent we are acquired as part of our initial business combination (as is the case in the prospective Business Combination with Holisto), the remaining proceeds held in the trust account (less any amounts paid out to redeeming shareholders) will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Subsequent to our initial public offering, our working capital needs were initially satisfied primarily by the $1.2 million available to us initially outside our trust account. Subsequently, in August 2021, our sponsor agreed to make available to us up to $1,000,000, which is evidenced by a promissory note that we issued to our sponsor, and which is repayable upon the earlier of August 19, 2023 (the 30-month, liquidation deadline for our company) or our consummation of our initial business combination. Of the amounts available under that promissory note, we borrowed $300,000 in December 2021, an additional $300,000 in January 2022, $50,000 more in June 2022 and the remaining $350,000 that was available in July 2022. No amounts remain available to us under that note as of the current time. In addition, we have borrowed an additional $190,000 under two promissory notes that we issued to our sponsor in December 2022, as well as (i) $75,000 borrowed in February 2023, (ii) $50,000 borrowed on March 15, 2023, (iii) $100,000 borrowed on March 30, 2023, and (iv) $75,000 borrowed in April 2023, in each case under a $310,000 promissory note that we issued to our sponsor in February 2023. As of the date of this Quarterly Report, $10,000 remains available to us under that February 2023 promissory note. The sponsor is not required, however, to fund any of that $10,000 amount.
As of March 31, 2023, we had approximately $72 thousand of cash deposited in our bank account held outside of the trust account. We intend to use those funds and any additional funding that we have subsequently received and may receive and that we hold outside of the trust account primarily towards activities related to our prospective Holisto Business Combination (or any other business combination). Those activities include, in primary part, structuring, negotiating and completing the Holisto Business Combination, securing financing (including commitment fees) for the post-business combination company, paying for administrative and support services, and paying taxes to the extent the interest earned on the trust account is not sufficient to pay our taxes. In addition, we use those funds outside of the trust account for payment of legal and accounting fees related to regulatory reporting requirements, including Nasdaq and other regulatory fees, and funds for working capital to cover miscellaneous expenses and reserves.
In order to fund working capital deficiencies or finance transaction costs in connection with the prospective Holisto Business Combination or any other initial business combination, our sponsor or an affiliate of our sponsor may, but are not obligated to, loan us additional funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside of the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans (all of which has been committed or may be committed to us by our sponsor under the $1,500,000 principal amount of the various outstanding promissory notes) may be converted into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private warrants (that are part of the private units) issued to our sponsor. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
We believe that we may need to obtain additional funds in order to satisfy our liquidity needs in our pursuit of an initial business combination, as we have exhausted all but $10,000 of the remaining available amounts under the foregoing promissory notes. Our sponsor is not obligated to fund that $10,000 amount. Our actual working capital needs will depend on when our business combination is consummated.
We cannot assure you that we will be able to successfully consummate the prospective Holisto Business Combination or any other initial business combination.
6
It is likely that we will be obligated to redeem a significant number of additional public shares upon completion of our initial business combination, which will reduce the funds from the trust that become available to the surviving company of the business combination. In that case, Holisto (or any other company with which we combine) will likely need to issue additional securities or incur debt in connection with the business combination. Subject to compliance with applicable securities laws, the surviving public company would only complete such financing simultaneously with the completion of our business combination. In addition, following our initial business combination, if cash on hand is insufficient, the new public company surviving from the business combination may need to obtain additional financing in order to meet its obligations.
If we are unable to complete our initial business combination, we will be forced to cease operations and liquidate our trust account, which liquidation would be less than 12 months after the date of this Quarterly Report. That factor, together with our need for additional funds in order to fund operations until our initial business combination, raise substantial doubt about our ability to continue as a “going concern”. Please see the explanatory paragraph under the heading “Substantial Doubt about the Company’s Ability to Continue as a Going Concern” in the opinion of our independent auditor on our audited financial statements, which appears in Item 15 of this Quarterly Report.
Cash provided by operating activities
For the quarter ended March 31, 2023, net cash provided by operating activities was approximately $532 thousand. That cash provided by operating activities reflected our net profit of approximately $313 thousand for the period, as adjusted to reflect the following matters:
| ● | an increase in cash, cash equivalents and investments held in trust in order to eliminate (i) a non-cash increase in related party balance of $30 thousand, and (ii) a non-cash $192 thousand increase in accrued expenses that reduced our net profit; and |
| ● | a decrease in cash, cash equivalents and investments in order to eliminate a non-cash gain of approximately $4.9 thousand attributable to the change in fair value of our private warrants that was included in our net profit. |
Cash used in financing activities
For the quarter ended March 31, 2023, net cash used in financing activities was approximately $90,365 thousand, reflecting cash paid for the partial redemption of Class A ordinary shares subject to possible redemption and funds that we borrowed from our sponsor under the promissory notes that we issued to our sponsor.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor a monthly fee of $10,000 for office space, and administrative and support services, provided to the Company. We began incurring those fees on February 19, 2021 and will continue to incur those fees monthly until the earlier of the completion of a Business Combination and the Company’s liquidation.
We engaged EarlyBirdCapital as an advisor in connection with our initial business combination to assist in holding meetings with our shareholders to discuss the potential business combination and the target business’ attributes, introduce us to potential investors that are interested in purchasing the surviving public company’s securities in connection with our initial business combination, assist in obtaining shareholder approval for the business combination and assist with press releases and public filings in connection with the business combination. We will pay EarlyBirdCapital a cash fee for such services upon the consummation of our initial business combination in an amount equal to 3.5% of the gross proceeds of the IPO, or $4,025,000 (exclusive of any applicable finders’ fees which might become payable).
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Critical Accounting Estimates
Private Warrant Liability
Please refer to Note 6 - Fair Value Measurements to our financial statements for the method and level 3 inputs used for the measurement of the Private Warrant Liability.
No sensitivity analysis was provided, as the range of reasonably possible inputs would not have a material impact on our condensed financial statements taken as a whole.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The net proceeds of our initial public offering and the sale of the private units held in the trust account will be invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that maintain a stable net asset value of $1.00, which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our management evaluated, with the participation of our chief executive officer and chief financial officer, whom we refer to as our Certifying Officers, the effectiveness of our disclosure controls and procedures as of March 31, 2023, pursuant to Rule 13a-15(b) or Rule 15d-15(b) under the Exchange Act.
Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of March 31, 2023 because of the material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, our management has concluded that our control around the interpretation and accounting for certain complex features of our Class A ordinary shares and private placement warrants was not effectively designed or maintained. This material weakness resulted in the restatement of our audited financial statement as of March 3, 2021. Additionally, this material weakness could result in a misstatement of the warrant liability (for our private placement warrants), Class A ordinary shares and related accounts and disclosures that would result in a material misstatement of the financial statements that would not be prevented or detected on a timely basis.
Since that time, we have been implementing a number of measures to remediate such material weaknesses; however, as of March 31, 2023 management has not remediated the material weakness. If we are unable to remediate our material weaknesses in a timely manner or we identify additional material weaknesses, we may be unable to provide required financial information in a timely and reliable manner and we may incorrectly report financial information. The existence of material weaknesses in internal control over financial reporting could adversely affect our reputation or investor perceptions of us, which could have a negative effect on the trading price of our shares. We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. Even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.
Changes in Internal Control Over Financial Reporting
During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS.
Factors that could cause our actual results to differ materially from our expectations, as described in this Quarterly Report, include the risk factors described in Part I, Item 1A, of our 2022 Annual Report. As of the date of this Quarterly Report, there have been no material changes to those risk factors.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On February 16, 2021, the Registration Statement on Form S-1 (File No. 333-252615) relating to our IPO was declared effective by the SEC. For a description of the use of the proceeds generated in our IPO, see Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations- Liquidity and Capital Resources” of this Form 10-Q. The use of net proceeds from our IPO described herein does not reflect a material change in the expected use of such proceeds as described in our final prospectus for the IPO.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
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ITEM 6. EXHIBITS.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| * | Filed herewith. |
| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MORINGA ACQUISITION CORP | ||
| Date: May 15, 2023 | /s/ Ilan Levin | |
| Name: | Ilan Levin | |
| Title: | Chief Executive Officer and Chairman | |
| (Principal Executive Officer) | ||
| Date: May 15, 2023 | /s/ Gil Maman | |
| Name: | Gil Maman | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
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