MACAU Moringa Acquisition Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to          

Commission File No. 001-40073

Securities registered pursuant to Section 12(b) of the Act:

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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.

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): Yes ☒ No ☐

As of November 14, 2023, 3,870,018 Class A ordinary shares, par value $0.0001 per share and one Class B ordinary share, par value $0.0001 per share, were issued and outstanding. The outstanding Class A ordinary shares consisted of (i) 515,019 public shares, (ii) 2,874,999 sponsor-held founders shares (previously converted to Class A ordinary shares from Class B ordinary shares), (iii) 380,000 private shares (held by the sponsor and EarlyBirdCapital, Inc., in the aggregate) and (iv) 100,000 representative shares held by EarlyBirdCapital, Inc.

MORINGA ACQUISITION CORP

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

CERTAIN TERMS

Unless otherwise stated in this Quarterly Report on Form 10-Q (this “Quarterly Report” or “Form 10-Q”), references to:

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:

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 and “Part II, Item 1A. Risk Factors” contained herein. 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.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MORINGA ACQUISITION CORP

UNAUDITED CONDENSED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2023 AND FOR THE THREE AND NINE MONTHS ENDED ON THAT DATE

U.S. DOLLARS

MORINGA ACQUISITION CORP

UNAUDITED CONDENSED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2023 AND FOR THE THREE AND NINE MONTHS ENDED ON THAT DATE

INDEX

MORINGA ACQUISITION CORP

UNAUDITED CONDENSED BALANCE SHEETS

The accompanying notes are an integral part of these financial statements.

MORINGA ACQUISITION CORP

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these financial statements.

MORINGA ACQUISITION CORP

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN CAPITAL DEFICIENCY

MORINGA ACQUISITION CORP

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN CAPITAL DEFICIENCY

The accompanying notes are an integral part of these financial statements.

MORINGA ACQUISITION CORP

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these financial statements.

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

NOTE 1 – DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (continued):

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

NOTE 1 – DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (continued):

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

NOTE 1 – DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (continued):

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued):

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

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MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

NOTE 4 – RELATED PARTY TRANSACTIONS (continued):

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

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MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

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NOTE 6 – FAIR VALUE MEASUREMENTS (continued):

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

NOTE 7 – CAPITAL DEFICIENCY (continued):

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

MORINGA ACQUISITION CORP

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

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. In June 2022, we entered into a business combination agreement with Holisto, which was terminated in August 2023, 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 could serve as the new public company following a business combination):

Similarly, if our company or 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:

As indicated in the accompanying financial statements, at September 30, 2023 we had approximately $58 thousand of cash and cash equivalents and an accumulated deficit of approximately $2,449 thousand. Although we raised $115.0 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 and $22.2 million of the investments in our trust account were liquidated and the cash received upon liquidation was paid out as part of the redemption of public shares in connection with the First Extension Meeting and Second Extension Meeting, respectively, leaving approximately $5.6 million of investments in the trust account as of September 30, 2023. We furthermore expect to continue to incur significant costs that will be paid from funds in our bank account outside of the trust account in the pursuit of our acquisition plans. We cannot assure you that our plans to complete any initial business combination, or a related capital-raise, will be successful.

Recent Developments

Second Extension of Date to Consummate a Business Combination

On August 18, 2023, after an adjournment of two days following the originally-designated date for the Second Extension Meeting, we reconvened the Second Extension Meeting and our shareholders approved the following proposals: (i) the Second Extension, by way of special resolution, pursuant to which our amended and restated memorandum and articles of association were amended to extend, by one year— from August 19, 2023 to August 19, 2024 (or such earlier date as may be determined by our board of directors in its sole discretion)— the deadline by which we need to consummate an initial business combination; (ii) a proposal to amend the trust agreement, to extend the term of that agreement for a period of one year, to the Second Extension Date; and (iii) an amendment to the amended and restated memorandum and articles of association allowing the Class B ordinary shares to converted by the holders thereof into Class A ordinary shares at any time prior to the consummation of an initial business combination based on the election of the holders thereof.

Upon the approval of the proposals at the Second Extension Meeting, the sponsor elected to convert 2,874,999 Class B ordinary shares into Class A ordinary shares, on a one-for-one basis, leaving one Class B ordinary share outstanding (which continued to be held by the sponsor).

In connection with the Second Extension Meeting, 2,074,548 Class A ordinary shares were redeemed, which resulted in 3,870,018 Class A ordinary shares (consisting of 515,019 public shares, 2,874,999 sponsor-held founder Class A ordinary shares (converted from Class B ordinary shares), 380,000 private Class A ordinary shares (held by the Sponsor and EarlyBirdCapital, in the aggregate), and 100,000 representative shares), along with one Class B ordinary share (held by the Sponsor), remaining outstanding. After the satisfaction of payments to shareholders in connection with those redemptions on August 18, 2023, the balance in our trust account was approximately $5.6 million as of September 30, 2023. 

Nasdaq Deficiency Notices

Cure of Public Holders Deficiency Notice

On September 27, 2023, we received a notice from the Nasdaq Listing Qualifications Department indicating that we had regained compliance with Nasdaq Listing Rule 5550(a)(3) (which we refer to as the Nasdaq Public Holders Rule), which requires us to have at least 300 public holders for continued listing on the Nasdaq Capital Market. As previously reported, on March 28, 2023, we had received a notice from the Nasdaq Listing Qualifications Department indicating that we were not in compliance with the Nasdaq Public Holders Rule. The notice was only a notification of deficiency, not of imminent delisting, and had no then-current effect on the listing or trading of our securities on the Nasdaq Capital Market. The notice of deficiency had given us 45 calendar days to regain compliance or to submit a plan to regain compliance with the rule. On May 11, 2023, we had submitted a plan to regain compliance with the rule. Nasdaq had accepted our plan, and had granted us an extension of up to 180 calendar days from the date of the notice— until September 24, 2023— to evidence compliance with the rule.

Market Value of Listed Securities Deficiency Notice

On June 15, 2023, we received a notice from the Nasdaq Listing Qualifications Department indicating that we were not in compliance with Nasdaq Listing Rule 5550(b)(2), or the MVLS Rule, which requires us to have at least $35 million market value of listed securities, or MVLS, 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.

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Nasdaq notice stated that we had 180 calendar days, or until December 12, 2023, in which to regain compliance with the MVLS Rule. The notice stated that if at any time before December 12, 2023, our MVLS closes at $35 million or more for a minimum of ten (10) consecutive business days, the Nasdaq staff will provide written confirmation that we have regained compliance with the MVLS Rule. If compliance is not achieved by December 12, 2023, we expect that Nasdaq would provide written notification to us that our securities are subject to delisting. At that time, we could appeal the delisting decision to a Nasdaq Hearings Panel.

As a result of the approvals received at the Second Extension Meeting, on August 18, 2023, the sponsor converted 2,874,999 of its founders shares into Class A ordinary shares. We believe that the value of those shares, upon conversion, was to be added by Nasdaq to our MVLS, thereby paving the way for us to potentially regain compliance with the MVLS Rule. However, we have not yet received any indication from Nasdaq that we have regained compliance with that listing rule. We will continue to monitor our MVLS in an effort to ensure that we regain compliance with the MVLS Rule. 

Termination of Holisto Business Combination Agreement

On August 7, 2023, Holisto notified us pursuant to Section 7.1(j) of the Holisto Business Combination Agreement that it was terminating that agreement, which termination became effective at the end of the following day (August 8, 2023). Upon termination of the Holisto Business Combination Agreement, all rights and obligations of each party to the agreement ceased, except for those obligations of the parties that are intended to survive such termination, and which remain in effect in accordance with their respective terms. Neither Moringa nor Holisto has any remaining substantive obligations to one another following that termination.

Following the foregoing termination, we continue to consider alternatives for our initial business combination transaction.

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, including negotiations and preparations related to the now-terminated 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 September 30, 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 (including, for a period of time, the Holisto Business Combination, before it was terminated).

Liquidity and Capital Resources

We have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans.

Pre-IPO Financing Source

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.

IPO and Post-IPO Funding— Trust Account

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 September 30, 2023, we had approximately $5.6 million of investments remaining in that trust account (which includes contributions made by the sponsor in connection with the First Extension and Second Extension prior to that date), all of which was invested in Goldman Sachs money market funds. In accordance with its commitment as of the time of the First Extension Meeting, our sponsor deposited $80,000 per month, for each of the six months of the First Extension period, or $480,000 in total, into the trust account as a loan. Similarly, in keeping with its commitment as of the time of the Second Extension Meeting, following the approval of the proposals considered at that meeting, the sponsor has been depositing $12,875.48 per month (for up to 12 months of the Second Extension period, or a maximum total amount of $154,505.76), into the trust account as a loan. Our obligation to repay those contributions are evidenced by non-interest bearing, unsecured promissory notes in principal amounts of $480,000 and $154,505.76, respectively, which represent the maximum total amounts of all such sponsor contributions, in the aggregate. In the case of the second such promissory note, which covers the Second Extension period, the sponsor’s contributions will cease (and our repayment obligations under the promissory note will cease to accrue) upon our completion of an initial business combination or upon our board of directors’ determination to liquidate our company, if prior to the end of that 12-month period.

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, 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.

Post-IPO Working Capital— Funds Outside of Trust Account

In the initial period following our initial public offering, our working capital needs were satisfied primarily by the $1.2 million available to us outside of our trust account upon the completion of the offering.

Once those funds were exhausted, in order to satisfy our working capital needs for subsequent periods, we have borrowed funds from our sponsor under interest-free loans, for which our repayment obligations are evidenced by promissory notes that we have issued to our sponsor. Following the Second Extension, the due date for the amounts owed by us under each such promissory note (as amended) is the earlier of (i) August 19, 2024 (or, if the deadline for our company to complete an initial business combination under our amended and restated memorandum and articles of association is extended further, upon such later deadline) or (ii) the consummation of our initial business combination. The initial $1.5 million of aggregate principal amounts that we owe under those promissory notes (i.e., under the notes described in paragraphs (i) through (iii) below) may be converted by the sponsor, at its sole discretion, into warrants to purchase Class A ordinary shares at a price of $1.00 per warrant, upon the completion of our initial business combination.

The promissory notes under which we have borrowed funds from our sponsor since our IPO consist of the following:

The sponsor is not required to fund any of the remaining amount available under the final of the above-listed promissory notes.

The amounts owed to the sponsor under the above-listed promissory notes do not include amounts that we owe to the sponsor under the separate, non-interest bearing, unsecured promissory notes in principal amounts of $480,000 and $154,505.76, respectively, which represent the maximum total amounts of sponsor contributions, in the aggregate, to the trust account for the First Extension and Second Extension periods. Those separate notes are described under “IPO and Post-IPO Funding— Trust Account” above.

Current Liquidity Status— as of September 30, 2023

As of September 30, 2023, we had approximately $58 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 initial business combination. Those activities include, in primary part, structuring, negotiating and completing such a 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 any 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 $1.5 million of such loans (all of which has been funded to us by our sponsor under the first three outstanding promissory notes listed under “Post-IPO Working Capital— Funds Outside of Trust Account” above) 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 will need additional funds in order to satisfy our liquidity needs in our pursuit of an initial business combination. While we have available up to $514,750 (approximately) of additional funds under the $1.0 million promissory note that we issued to our sponsor in June 2023, the sponsor is not obligated to fund any of that $514,750 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 any initial business combination.

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 account that become available to the surviving company of the business combination. In that case, any 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.

Our continued, significant reliance and dependence on both outstanding and future loans from our sponsor (which our sponsor is not obligated to provide), and the deadline of August 19, 2024 under our amended and restated memorandum and articles of association to consummate an initial business combination cast substantial doubt on our ability to continue as a “going concern”. There can be no assurance that we will be able to consummate any business combination or raise sufficient funds to complete an initial business combination. 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. Please see Note 1(e) to the unaudited financial statements included in this Quarterly Report, which describes the substantial doubt regarding our ability to continue as a “going concern”.

Review of Cash Flows for Nine Months Ended September 30, 2023

Cash provided by operating activities

For the nine months ended September 30, 2023, net cash provided by operating activities was approximately $493 thousand. That cash provided by operating activities reflected our net profit of approximately $550 thousand for the period, as adjusted to reflect the following matters:

Cash used in financing activities

For the nine months ended September 30, 2023, net cash used in financing activities was approximately $111 million, reflecting cash paid for the partial redemption of Class A ordinary shares in connection with the First Extension and Second Extension, as offset in part by funds that we borrowed from our sponsor under the promissory notes that we have 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 September 30, 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 or 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. Under that engagement, we agreed to 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).

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 September 30, 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 September 30, 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 September 30, 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.

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, except as stated below.

Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination

In connection with the First Extension and Second Extension, approximately 10,984,981, or 95.5%, in total, of the originally outstanding public shares were redeemed for cash, leaving only 515,019 public shares outstanding. The extent of these redemptions and any additional redemptions in connection with a future shareholder vote on our initial business combination may have a material adverse effect upon our ability to close that business combination and the ability of the surviving company to operate following the business combination if it cannot secure additional financing.

Our amended and restated memorandum and articles of association provide that we have until August 19, 2024 to complete a business combination, failing which we are required to liquidate. In connection with the approval of the First Extension, as an incentive to the holders of the public shares not to redeem their public shares, the sponsor, or its designee, agreed to contribute the lesser of $80,000 and $0.04 per public share that remained outstanding to the trust account on a monthly basis. Approximately 77.5% of the then-outstanding public shares were nevertheless redeemed for cash, and monthly contributions by the sponsor that followed during the next six months amounted to $80,000 each. In connection with the approval of the Second Extension, as an incentive to the holders of the public shares not to redeem their public shares, the sponsor, or its designee, agreed to contribute to the trust account the lesser of (x) $15,000 and (y) $0.025 per public share multiplied by the number of public shares that would remain outstanding. Approximately 80.1% of the then-outstanding public shares were nevertheless redeemed for cash, and monthly contributions by the sponsor that have followed have amounted to $12,875 each. We can give no assurance that holders of public shares will not exercise their right of redemption in connection with the shareholder vote on our initial business combination, especially if that transaction does not provide them with added financial incentives not to redeem their shares. Because of the significant number of public shareholders that have exercised their right to redeem as of the date of this Quarterly Report, the funds in the trust account have been reduced significantly, from $115.0 million initially following the IPO to approximately $5.6 million as of September 30, 2023.

Our ability to successfully consummate an initial business combination may be jeopardized by the significant additional redemptions that we may face. Under our agreement with the underwriters for our IPO, the amount of the fees payable to them in connection with an initial business combination will not be adjusted for any shares that are redeemed in connection with a business combination, and the amount of such fees will not be available for us to use as consideration in an initial business combination.

Due to potential additional redemptions, there may not be sufficient funds in the trust account to enable us to consummate a business combination. The combined company may not, following the closing, have sufficient funds to finance its operations without additional debt or equity funding for any significant period, failing which the company may not be able to continue in business. As a result of additional potential redemptions, the Nasdaq public market value initial listing requirement may not be met, the combined company may not qualify to list on Nasdaq, and the business combination may not be consummated.

We may not be able to complete an initial business combination within the prescribed time frame, in which case our public shareholders may receive only $10.00 per share, plus interest, or less than such amount in certain circumstances, and our warrants will expire worthless.

Our sponsor, officers and directors have agreed that we must complete our initial business combination within 42 months from the closing of our initial public offering, following shareholder approval of the Second Extension. We may not be able to complete any initial business combination within such time period. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.

If we are unable to complete our initial business combination within such 42 month period, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may receive only $10.00 per share, or less than $10.00 per share, on the redemption of their shares, and our warrants will expire worthless.

If our funds being held outside of the trust account are insufficient to allow us to operate through our extension date(s), and we are unable to obtain additional capital, we may be unable to complete our initial business combination, in which case our public shareholders may only receive $10.00 per share (plus interest) or less, under certain circumstances.

As of September 30, 2023, we had approximately $58 thousand in cash held outside the trust account to fund our working capital requirements. The funds available to us outside of the trust account may not be sufficient to allow us to operate until the Second Extension Date. We might not have sufficient funds to continue paying for our ongoing operations and expenses related to our initial business combination.

If we are required to seek additional capital, we would need to borrow additional funds from the Sponsor under the $1,000,000 promissory note that we issued to it in June 2023 (under which approximately $485 thousand is currently outstanding, and an additional $515 thousand (approximately) may be loaned to us by our sponsor) or from members of our management team or other third parties in order to continue operating, or else we may be forced to liquidate. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. If we are unable to obtain additional financing, we may be unable to complete a business combination. If we are unable to complete a business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive approximately $10.00 per share (or less, under certain circumstances) on our redemption of the remaining outstanding public shares.

We may be unable to obtain— on reasonable terms or at all— additional financing in connection with our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.

Because of the significant redemptions of public shares in connection with our First Extension and Second Extension, and the ongoing high numbers of redemptions relating to special purpose acquisition companies, or SPACs, in general, the remaining net proceeds of our initial public offering and the sale of the private units in the trust account may not be sufficient to allow us to meet a minimum cash condition in a business combination agreement and to complete an initial business combination. We may therefore be required to seek additional financing or to abandon the proposed business combination. While we may pursue a PIPE or other financing, we cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete a business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. The market for financings of initial business combinations of SPACs in recent times has been very difficult, with financings often available only on terms that are onerous to the surviving company of the business combination. The failure to secure additional financing on reasonable terms could have a material adverse effect on the continued development or growth of the target business. None of the sponsor or our other shareholders is required to provide any financing to us in connection with or after our initial business combination. If we are unable to complete an initial business combination, our public shareholders may only receive approximately $10.00 per share on the liquidation of our trust account, and our warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares.

Our search for a business combination opportunity with a company located in or connected to Israel may be subject to a variety of additional risks that may negatively impact either the search process and/or the operations of the combined company.

Because we seek an initial business combination with a company that is located in Israel or that has a significant Israeli connection, we may face additional burdens in investigating, agreeing to and completing our initial business combination, and if we effect such business combination, we could be subject to a variety of additional risks that may negatively impact our operations.

In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers located along Israel’s border with the Gaza Strip and in other areas within the State of Israel. These attacks resulted in extensive deaths, injuries and kidnapping of civilians and soldiers. Following the attack, Israel’s security cabinet declared war against Hamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks.

The duration of Israel’s current war against Hamas is difficult to predict, as are such war’s economic implications for the business and operations of any target company with which we may combine, and on Israel’s economy in general. These events may cause wider macroeconomic deterioration in Israel, which may have a material adverse effect on our ability to effectively complete our business combination process, or on the operations of an Israel-centered target company with which we may combine.

In connection with the Israeli security cabinet’s declaration of war against Hamas and hostilities with other organizations, specifically the terrorist organization Hezbollah in Lebanon, several hundred thousand Israeli military reservists were drafted to perform immediate military service. Certain of our executives and board members live in Israel, and employees of a target company with which we may combine, or its service providers, may be located in Israel, and may have been called, or will be called, for service in the current or future wars or other armed conflicts with terrorist organizations or their state sponsors, and such persons may be unavailable for extended periods of time. Our business combination search and the operations of our potential target companies may be disrupted by such absences, which may materially and adversely affect our ability to complete a business combination before the Second Extension Date and/or the operations of our potential target company.

We may not be able to adequately address these additional risks. If we are unable to do so, we may be unable to complete our initial business combination before the Second Extension Date, or, if we complete such initial business combination in time, our operations might suffer, which may adversely impact our business, financial condition and results of operations.

Risks Relating to our Securities

We are currently, and may in the future be as well, not in compliance with certain Nasdaq continued listing requirements. If we are unable to regain compliance with all of Nasdaq’s listing requirements, our securities could be delisted, which could affect our securities’ market price and liquidity.

Nasdaq IM-5101-2 requires that a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. The Second Extension extended our final date to consummate our initial business combination until the 42 month anniversary of our IPO, which will take us beyond the permitted period for a business combination under the foregoing Nasdaq rule. Therefore, unless we complete a business combination by February 19, 2024, we may be subject to suspension and delisting from the Nasdaq Capital Market due to our non-compliance with that requirement, unless we timely request a hearing before the Nasdaq Hearings Panel, in which case we may be given additional time to complete a business combination transaction prior to delisting.

In addition, on June 15, 2023, we received a notice from the Nasdaq Listing Qualifications Department indicating that we were not in compliance with the MVLS Rule, which requires us to have at least $35 million market value of listed securities for continued listing on the Nasdaq Capital Market. The notice stated that we had 180 calendar days, or until December 12, 2023, in which to regain compliance with the MVLS Rule. Following the Second Extension Meeting, our sponsor converted 2,874,999 of its founders shares into Class A ordinary shares, the value of which is likely to have been added by Nasdaq to our MVLS, thereby paving the way for us to potentially regain compliance with the MVLS Rule. However, we have not yet been informed by Nasdaq that we have regained compliance with the MVLS Rule. If we are unable to achieve compliance by December 12, 2023, we expect that Nasdaq would provide written notification to us that our securities are subject to delisting, which decision could be appealed by us to a Nasdaq Hearings Panel.

We cannot assure you that we will be able to regain compliance with the MVLS Rule, or complete our initial business combination prior to the 36-month deadline following our IPO described in Nasdaq IM-5101-2. Our failure to meet either of those requirements would result in our securities being delisted from Nasdaq. We and the holders of our securities could be materially adversely impacted if our securities are delisted from Nasdaq. In particular:

SEC rules affecting special purpose acquisition companies may adversely affect our ability to negotiate and complete our initial business combination. In particular, certain of the procedures that we, a potential initial business combination target, or others may determine to undertake in connection with our initial business combination may increase our costs and the time needed to complete our initial business combination and may constrain the circumstances under which we could complete an initial business combination. We may be forced to liquidate the U.S. government treasury obligations or money market funds held in the trust account or liquidate and dissolve our company at an earlier time than we might otherwise choose.

To the extent that Moringa, as a SPAC, is deemed to be subject to regulation under the Investment Company Act of 1940, referred to as the Investment Company Act, or, in order to avoid that regulation, we limit our duration, alter the assets that we hold, change our business purpose, or limit our activities, that may increase the costs of and the time needed to complete our initial business combination, and may constrain the circumstances under which we could complete our initial business combination. Because we are more at risk of being considered an unregistered investment company if the funds in the trust account are held in short-term U.S. government treasury obligations or in money market funds for a longer period of time, we are more likely to liquidate those investments sooner than desired and thereafter hold all funds in the trust account in an interest-bearing demand deposit account. That may also lead to our liquidating and dissolving our company at an earlier time than we might otherwise choose.

If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial business combination and instead liquidate and dissolve the Company.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours. It is possible that a claim could be made that we have been operating as an unregistered investment company. The longer that the funds in the trust account are invested exclusively in short-term U.S. government treasury obligations or in money market funds, the greater the risk that we may be considered an unregistered investment company.

If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial business combination and instead liquidate and dissolve the Company. If we are required to liquidate and dissolve, our shareholders would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our warrants would expire worthless.

Moringa may be deemed a “foreign person” and therefore may not be able to complete its business combination because such transaction may be subject to regulatory review and approval requirements, including pursuant to foreign investment regulations and review by governmental entities such as the Committee on Foreign Investment in the United States, or may be ultimately prohibited.

Our sponsor, Moringa Sponsor, LP, is a non-U.S. entity that is controlled by non-U.S. persons. We may pursue a business combination target in any business or industry and across any geographical region, including in the United States. Certain transactions in the United States are subject to specific rules or regulations that may limit, prohibit, or create additional requirements with respect to foreign ownership of a U.S. company. In particular, our initial business combination, if effected with a U.S. target company, may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, the Committee on Foreign Investment in the United States, or CFIUS, has authority to review certain direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily. If CFIUS determines that an investment threatens national security, CFIUS has the power to impose restrictions on the investment or recommend that the President of the United States prohibit it or order divestment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, the nationality of the parties, the level of beneficial ownership interest and the nature of any information or governance rights involved.

As such, a business combination with a U.S. business or foreign business with U.S. operations that we may potentially wish to pursue may be subject to CFIUS review. If a particular proposed business combination with a U.S. business falls within CFIUS’ jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction. CFIUS may decide to delay or recommend that the President of the United States block our proposed initial business combination, require conditions with respect to such initial business combination or recommend that the President of the United States order us to divest all or a portion of the U.S. target business of our business combination that we acquired without first obtaining CFIUS approval, which may limit the attractiveness of, or delay or prevent us from pursuing, certain target companies that we believe would otherwise be beneficial to us and our shareholders. In addition, certain types of U.S. businesses may be subject to rules or regulations that limit or impose requirements with respect to foreign ownership.

If CFIUS determines it has jurisdiction, CFIUS may decide to recommend a block or delay our business combination, or require conditions with respect to it, which may delay or prevent us from consummating a potential transaction. It is unclear at this stage whether any such potential business combination transaction would fall within CFIUS’ jurisdiction, and if so, whether we would be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS.

The process of review by a governmental entity, whether by CFIUS or otherwise, could be lengthy. Because we only have a limited amount time left to complete our business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate and dissolve. If we are unable to consummate our initial business combination within the applicable time period required, including as a result of extended regulatory review, we will, as promptly as reasonably possible, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman law to provide for claims of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit from an investment in a target company and the chance of realizing future gains through any price appreciation in the combined company. Additionally, our warrants will become worthless. As a result, the pool of potential targets with which we could complete a business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar ties to non-U.S. persons.

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.

ITEM 6. EXHIBITS.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

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.

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