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, 2021, included in the 2021 Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our initial business combination, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in "Part I, Item 1A. Risk Factors" in the 2021 Annual Report, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.





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 Ltd., as described in "Recent Developments" below. 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, which dilution would increase if the anti-dilution provisions of the

Class B ordinary shares resulted in the issuance of Class A ordinary shares on

a greater than one-to-one basis upon conversion of the Class B ordinary shares;

? may subordinate the rights of holders of Class A ordinary shares if preferred

shares are issued with rights senior to those afforded our Class A ordinary


   shares;

? 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 September 30, 2022 we had approximately $202 thousand of cash and cash equivalents and an accumulated deficit of approximately $861 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, we expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete our prospective initial business combination or a related capital-raise will be successful.





Recent Developments

On June 9, 2022, we entered into a business combination agreement (the "Business Combination Agreement"), by and among our company, Holisto Ltd., a company organized under the laws of the State of Israel ("Holisto"), and Holisto MergerSub, Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Holisto ("Merger Sub"). The prospective transactions set forth in the Business Combination Agreement (the "Transactions") will constitute a "Business Combination" as contemplated by our amended and restated memorandum and articles of association. 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.





                                       3

The following description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by reference to the Business Combination Agreement, a copy of which is included as Exhibit 2.1 to our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the "SEC") on June 13, 2022. Capitalized terms used in this Form 10-Q and not otherwise defined herein have the meanings assigned to them in the Business Combination Agreement.

Pursuant to the Business Combination Agreement, at the closing (the "Closing") of the prospective Transactions contemplated thereunder, and following the Capital Restructuring (as each such term is defined and described below): (i) Merger Sub will merge with and into our company, with our company continuing as the surviving entity and a wholly-owned subsidiary of Holisto (the "Merger"); (ii) our units, to the extent not previously separated, will be separated into Class A ordinary shares and warrants; (iii) Class B ordinary shares will be converted into Moringa Class A Ordinary Shares; (iv) the Class A ordinary shares will be converted into ordinary shares of Holisto ("Holisto Ordinary Shares") in accordance with the ratio described below; (v) each Moringa warrant will be converted into one Holisto warrant (on the same terms contained in the Moringa warrants, except that each Holisto warrant will represent the right to acquire Holisto ordinary shares in lieu of Moringa Class A ordinary shares); (vi) Moringa will become a wholly-owned subsidiary of Holisto; and (vii) Moringa, as a wholly-owned subsidiary of Holisto, will change its corporate name to Holisto Inc. and will amend and restate its amended and restated memorandum and articles of association so as to be appropriate for a private company.

The number of Holisto Ordinary Shares to be received in exchange for each Moringa Class A ordinary share in the prospective Merger will depend on whether the share was issued to the public pursuant to the registration statement relating to Moringa's initial public offering (a "Moringa Public Share") or whether the share was issued other than as part of Holisto's initial public offering:





  (i) each Moringa Class A ordinary share issued to our sponsor and the
      underwriters for our IPO, including Class A ordinary shares issued upon
      conversion of Class B ordinary shares, which represent all of Moringa's
      ordinary shares that were not issued to the public in the IPO, will
      automatically be exchanged for one Holisto Ordinary Share; and




  (ii) each Moringa Public Share that is not redeemed for cash pursuant to our
       amended and restated memorandum and articles of association shall
       automatically become and be converted into the right to receive a number of
       Holisto Ordinary Shares that is equal to the lower of: (A) 1.6 or (B) the
       number yielded by the following calculations: (1) first, calculating the
       sum of (a) the Post-Redemption SPAC Share Number (as defined below) plus
       (b) 1,725,000 (which may be increased by mutual written consent of Moringa
       and Holisto), and (2) second, dividing the result of the immediately
       preceding sub-clause (1) by the Post-Redemption SPAC Share Number (the
       "Bonus Plan Adjustment"). The Post-Redemption SPAC Share Number is the
       aggregate number of Moringa Public Shares outstanding after giving effect
       to all redemptions of Moringa Public Shares. Under this formula, the more
       Moringa shares that are redeemed, the greater the number of Holisto
       Ordinary Shares that will be issued in respect of one Moringa Public Share.
       The maximum ratio will be 1.6 Holisto Ordinary Shares for each Moringa
       Public Share exchanged in the Merger, which is the ratio if 75% or more of
       Moringa Public Shares are redeemed, and the minimum ratio will be 1.15
       Holisto Ordinary Shares for each Moringa Public Share exchanged in the
       Merger.

Prior to the Closing, but subject to the completion of the Closing, Holisto will effect a capital restructuring of its outstanding equity securities (the "Capital Restructuring") so that the only class of outstanding equity of Holisto will be Holisto Ordinary Shares (along with certain options and warrants to be rolled over in connection with the Transactions). To effect the Capital Restructuring, (i) warrants to purchase Holisto Ordinary Shares, Ordinary A Shares and Preferred Shares (with certain exceptions) will be automatically exercised in accordance with their terms; (ii) each existing Simple Agreement for Future Equity ("SAFE") that is outstanding for Holisto securities as of the date of the Business Combination Agreement (excluding any New SAFE Agreement, for a total of $4.75 million) will be converted automatically into Holisto Ordinary Shares in accordance with the terms of the SAFE agreements; (iii) the preferred shares and ordinary A shares of Holisto (including preferred shares and ordinary A shares issuable upon exercise of warrants that are exercised as part of the Capital Restructuring) will be converted into Holisto Ordinary Shares in accordance with their terms with the result that only Holisto Ordinary Shares will be outstanding. Holisto will then effect a share split, to become effective immediately prior to the Closing, and subject to the effectiveness of the Merger, pursuant to which each Holisto Ordinary Share outstanding as of immediately prior to the effective time of the Merger (but after the exercises and conversions described above, and excluding and prior to the issuance of any shares pursuant to a New SAFE Agreement) will be converted into the number of Holisto Ordinary Shares computed by (A) multiplying each such Holisto Ordinary Share by (B) the conversion ratio described below (the "Conversion Ratio"); and (iv) with respect to outstanding options and warrants to purchase Holisto Ordinary Shares that are not exercised as part of the Capital Restructuring, the number of Holisto Ordinary Shares issuable upon exercise of those securities, as well as the exercise price of those securities, will be adjusted in accordance with the Conversion Ratio. The Conversion Ratio is based on a Holisto valuation of $400 million plus the amount actually invested pursuant to the New SAFE Agreements, and a share price of $10.00 per Holisto Ordinary Share. The Business Combination Agreement does not provide for any purchase price adjustments to the Conversion Ratio as part of the pre-Closing Capital Restructuring.





                                       4

Contemporaneously with the execution of the Business Combination Agreement, Holisto, Moringa and an institutional investor (the "Investor") entered into a securities purchase agreement (the "Securities Purchase Agreement") pursuant to which Holisto agreed to issue to the Investor and the Investor agreed to purchase from Holisto contemporaneously with the prospective Closing under the Business Combination Agreement, on and subject to the terms and conditions of the Securities Purchase Agreement, for a total consideration of $30 million, Holisto's secured senior convertible note in a principal amount of $30 million, which was to be due two years from the date of issuance (the "Investor Note"), and a warrant to purchase an aggregate of 1,363,636 Holisto Ordinary Shares (the "Financing Warrant") at an exercise price of $11.50. The Securities Purchase Agreement was terminated as of September 5, 2022 pursuant to Holisto's termination right, with no liability on the part of any party, other than Holisto's obligation to reimburse the Investor in an agreed amount of $305,000 for its legal counsel's fees, of which $50,000 was paid. The Securities Purchase Agreement, and the termination thereof are described in our Current Reports on Form 8-K, filed with the SEC on June 13, 2022 and September 6, 2022, respectively.

The consummation of the prospective Business Combination is subject to certain conditions as further described in the Business Combination Agreement.

Unless specifically stated, this Form 10-Q does not give effect to the prospective Business Combination and does not contain a description of the risks associated with the prospective Business Combination. Such risks and effects relating to the prospective Business Combination are described in a registration statement on Form F-4, filed by Holisto with the SEC on September 7, 2022. The registration statement on Form F-4 also contains a description of the business, operations, financial condition, management, governance, capitalization and other materials terms related to the combined company following the Business Combination, as well as information regarding the redemption process and the shareholders' meeting of Moringa at which the Transactions will be brought for approval.

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 with which to consummate a business combination transaction. 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 December 31, 2021 date of our audited financial statements contained in our 2021 Annual 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 due diligence expenses related to our search for a target company.

For the three months and nine months ended September 30, 2022, we had net profit of $292.5 thousand and $89.6 thousand respectively, which were attributable to the following factors:





  (i) for the three months ended September 30, 2022, gain of (x) $9.6 thousand due
      to the change in fair value of our private placement warrants, and (y)
      $520.0 thousand attributable to interest earned on investments held in our
      trust account (held for the benefit of the public holders of our Class A
      ordinary shares), offset, in part, by $237.0 thousand of administrative
      operating expenses; and




  (ii) for the nine months ended September 30, 2021,  gain of (a) $141.1 thousand
       due to the change in fair value of our private placement warrants, and (b)
       $692.7 thousand attributable to interest earned on investments held in our
       trust account (held for the benefit of the public holders of our Class A
       ordinary shares), offset, in part, by $744.2 thousand of administrative
       operating expenses.




                                       5

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 June 30, 2022, we had approximately $115.2 million of investments held in that trust account, all of which was invested in Goldman Sachs money market funds.

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 February 19, 2023 (the 24-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.

As of September 30, 2022, we had $202 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 receive and that we hold outside of the trust account primarily towards activities related to our prospective Business Combination (or any other business combination). Those activities include, in primary part, structuring, negotiating and completing 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.





                                       6

In order to fund working capital deficiencies or finance transaction costs in connection with the prospective 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 (including the $1,000,000 of loans committed to by our sponsor under the August 2021 promissory note) 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 to obtain additional funds in order to satisfy our liquidity needs in our pursuit of an initial business combination, as we have exhausted all remaining available amounts under the foregoing $1,000,000 promissory note. 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 Business Combination or any other initial business combination.

It is likely that we will be obligated to redeem a significant number of our 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 our 2021 Annual Report.

Cash provided by operating activities

For the nine months ended September 30, 2022, net cash provided by operating activities was $156.1 thousand. That cash provided by operating activities reflected our net profit of $89.6 thousand for the period, as adjusted to reflect the following matters:

? an increase in cash due to a decrease by $243,750 in prepaid expenses that were

not included in our net profit, as offset, in part, by a decrease in cash due

to a $36.1 thousand decrease in accrued expenses that were not included in our


   net profit; and

? a decrease in cash in order to eliminate a non-cash gain of $141.1 thousand

attributable to the change in fair value of our private placement warrants that

was included in our net profit.






                                       7

Cash provided by financing activities

For the nine months ended September 30, 2022, net cash provided by financing activities was $700,000, reflecting funds that we borrowed from our sponsor under the promissory note that we had 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, 2022. 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).

Critical Accounting Estimates





Private Warrant Liability

Please refer to Note 6 - Fair Value Measurements to our condensed financial statements included in Item 1 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.





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