0001213900-23-067760 | 20-F | XBRL Viewer

10,480

Other receivables

2,703

Contract assets

682

489

Right-of-use assets

2,657

Deferred taxes

1,688

^[1]

7,093

Assets

27,257

Bank credit

727

^[1]

Liabilities for government grants

1,775

Other payables

5,380

Lease liabilities

2,657

^[1]

352

^[1]

1,985

Loan from bank

108

772

Liabilities

13,756

Net identifiable assets

13,501

Goodwill arising on acquisition

(1,427)

14,494

^[1]

Total purchase cost

26,568

Comsec Acquisition [Member]

Business Combinations (Details) - Schedule of fair value of the identifiable assets and liabilities acquisition date [Line Items]

Cash and cash equivalents

387

7,735

Other receivables

614

644

267

Right-of-use assets

2,381

Deferred taxes

1,720

^[1]

16,220

29,968

9,894

4,101

1,130

2,381

2,729

^[1]

Loan from bank

4,063

Issue expenses classified to equity

Liabilities

24,356

Net identifiable assets

5,612

103

Goodwill arising on acquisition

17,057

^[1]

Total purchase cost

$ 22,772

[1]	Adjusted retroactively to reflect the effect of the change in the Company’s purchase price allocation during the 12-month measurement period. See Note 1g.

Taxes on Income (Details) - Schedule of reconciliation between the tax expense, assuming that all the income and expenses, gains and loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Schedule of Reconciliation Between the Tax Expense Assuming that all the Income and Expenses Gains and Loss [Abstract]
Loss before taxes on income	$ (80,739)	$ (13,153)	$ (2,760)
Statutory tax rate	23.00%	23.00%	23.00%
Tax computed at the statutory tax rate	$ (18,570)	$ (3,025)	$ (634)
Increase (decrease) in taxes on income resulting from the following factors:
Different tax rate applicable to foreign subsidiary	(225)	1
Utilization of carryforward losses for which no deferred taxes were computed in the past		(32)
Other losses and temporary differences for which no deferred taxes were computed	17,699	3,433	634
Tax previous years	132
Other, net	225	93
Taxes on income	$ (739)	$ 470

Other Accounts Receivable

12 Months Ended

Dec. 31, 2022

Other Accounts Receivable [Abstract]

OTHER ACCOUNTS RECEIVABLE

NOTE 8:-

OTHER ACCOUNTS RECEIVABLE

	December 31,
	2022		2021
	USD in thousands
Government authorities		1,127		1,278
Prepaid expenses and advances to suppliers		460		5,542
Other receivables		85		258
		1,672		7,078

Share-Based Payment (Tables)

12 Months Ended

Dec. 31, 2022

Share Based Payment [Abstract]

Schedule of financial statements for services received from employees and officers

The expense recognized in the financial statements for services received from employees and officers is shown in the following table:

	Year ended December 31,
	2022		2021		2020
	USD in thousands

Equity-settled share-based payment plans		10,516		5,897		-

Schedule of fair value measurement of the share options

The inputs used for the fair value measurement of the share options for the above grant based on the Black and Scholes model are as follows:

Expected volatility of the share prices (%)	60	%
Risk-free interest rate (%)	0.19	%
Expected life of share options (years)	1.5
Share price (based on quoted prices) (NIS)	6.09		(USD 1.66	)

Expected volatility of the share prices (%)	58.11	%
Risk-free interest rate (%)	0.43	%
Expected life of share options (years)	6
Share price (NIS)	6.11		(USD 1.67	)

Expected volatility of the share prices (%)	60	%
Risk-free interest rate (%)	0.19%-0.29	%
Expected life of share options (years)	2-4
Share price (NIS)	6.11		(USD 1.67	)

Schedule of number of share options and the weighted average exercise prices

The following table presents the changes in the number of share options and the weighted average exercise prices of share options:

	2022				2021
	Number of options		Weighted average exercise price		Number of options		Weighted average exercise price

Share options outstanding at beginning of year		11,391,016		0.69		3,094,390		0.12
Share options granted during the year		131,777		1.86		8,395,459		1.84
Share options exercised during the year		1,611,867		0.47		-		-
Share options forfeited during the year		1,446,852		1.23		16,472		0.36
Share options expired during the year		187,317		0.07		82,361		0.004

Share options outstanding at end of year		8,276,757		1.59		11,391,016		1.33

Share options exercisable at end of year		7,810,728		1.65		4,276,682		1.19

Schedule of status of RSUs

A summary of the status of RSUs under the Plan as of December 31, 2022 and changes during the relevant period ended on that date is presented below:

	Number of RSU

Outstanding at beginning of year		-
Granted		6,193,757
Vested		(1,562,829	)
Forfeited and cancelled		(59,559	)

Outstanding at end of year		4,571,369

Schedule of total equity-based compensation expense

The total equity-based compensation expense related to all of the Company’s equity-based awards recognized for the years ended December 31, 2022, 2021 and 2020, was comprised as follows:

	Year ended December 31,
	2022		2021		2020

Cost of revenues	206		-		-
Research and development expenses		603		3,122		-
Sales and marketing expenses		1,504		2,775		-
General and administrative expenses (see also Note 18f)		8,203		-		-

Total share-based compensation expense		10,516		5,897		-

Additional Information to Profit or Loss Items (Details) - Schedule of additional information to profit or loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Additional Information to Profit or Loss Items (Details) - Schedule of additional information to profit or loss [Line Items]
Total cost of sales and services	$ 73,297	$ 27,424
Total Research and development expenses, Gross	5,607	5,796	1,554
Less – government grants	(33)		(131)
Total Research and development expenses, Net	5,574	5,796	1,423
Total Sales and marketing expenses	22,800	2,774
Total General and administrative expenses	57,579	9,367	1,289
Finance income	469	5	13
Finance expenses	1,701	317	99
Salaries and related expenses [Member]
Additional Information to Profit or Loss Items (Details) - Schedule of additional information to profit or loss [Line Items]
Total cost of sales and services	29,972	11,506
Total Research and development expenses, Gross	5,201	5,468	1,236
Total Sales and marketing expenses	9,086	2,000
Total General and administrative expenses	16,290	4,865	386
Subcontractors and consultants [Member]
Additional Information to Profit or Loss Items (Details) - Schedule of additional information to profit or loss [Line Items]
Total cost of sales and services	12,980	8,658
Depreciation and amortization [Member]
Additional Information to Profit or Loss Items (Details) - Schedule of additional information to profit or loss [Line Items]
Total cost of sales and services	1,659	372
Total Sales and marketing expenses	12,688	727
Total General and administrative expenses	1,744	886	83
Material [Member]
Additional Information to Profit or Loss Items (Details) - Schedule of additional information to profit or loss [Line Items]
Total cost of sales and services	27,663	6,399
Impairment expenses [Member]
Additional Information to Profit or Loss Items (Details) - Schedule of additional information to profit or loss [Line Items]
Total cost of sales and services	438
Total General and administrative expenses	14,618
Other [Member]
Additional Information to Profit or Loss Items (Details) - Schedule of additional information to profit or loss [Line Items]
Total cost of sales and services	585	489
Total Research and development expenses, Gross	406	328	318
Total Sales and marketing expenses	708	9
Total General and administrative expenses	3,312	1,503	361
Advertising and public relations [Member]
Additional Information to Profit or Loss Items (Details) - Schedule of additional information to profit or loss [Line Items]
Total Sales and marketing expenses	318	38
Office Maintenance [Member]
Additional Information to Profit or Loss Items (Details) - Schedule of additional information to profit or loss [Line Items]
Total General and administrative expenses	1,411	303	84
Consulting [Member]
Additional Information to Profit or Loss Items (Details) - Schedule of additional information to profit or loss [Line Items]
Total General and administrative expenses	16,629	1,149	322
Legal expenses [Member]
Additional Information to Profit or Loss Items (Details) - Schedule of additional information to profit or loss [Line Items]
Total General and administrative expenses	2,157	412	25
Audit and accounting [Member]
Additional Information to Profit or Loss Items (Details) - Schedule of additional information to profit or loss [Line Items]
Total General and administrative expenses	1,418	249	28
Gain from exchange rate differences [Member]
Additional Information to Profit or Loss Items (Details) - Schedule of additional information to profit or loss [Line Items]
Finance income	19
Interest income [Member]
Additional Information to Profit or Loss Items (Details) - Schedule of additional information to profit or loss [Line Items]
Finance income	450	5	13
Loss from exchange rate differences [Member]
Additional Information to Profit or Loss Items (Details) - Schedule of additional information to profit or loss [Line Items]
Finance expenses		106	86
Bank fees [Member]
Additional Information to Profit or Loss Items (Details) - Schedule of additional information to profit or loss [Line Items]
Finance expenses	145	107	8
Interest expenses [Member]
Additional Information to Profit or Loss Items (Details) - Schedule of additional information to profit or loss [Line Items]
Finance expenses	$ 1,556	$ 104	$ 5

Trade Payables

12 Months Ended

Dec. 31, 2022

Trade Payables [Abstract]

TRADE PAYABLES

NOTE 14:-

TRADE PAYABLES

	December 31,
	2022		2021
	USD in thousands
Open debts		12,410		14,823
Checks payable		1,361		171
		13,771		14,994

Trade payables are non-interest bearing and are normally settled on current + 60-day terms.

Significant Accounting Judgments, Estimates and Assumptions Used In the Preparation of the Financial Statements

12 Months Ended

Dec. 31, 2022

Significant Accounting Judgments, Estimates and Assumptions Used In the Preparation of the Financial Statements [Abstract]

SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS USED IN THE PREPARATION OF THE FINANCIAL STATEMENTS

NOTE 3:-

SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS USED IN THE PREPARATION OF THE FINANCIAL STATEMENTS

In the process of applying the significant accounting policies, the Group has made the following judgments which have the most significant effect on the amounts recognized in the financial statements:

Judgments:

Effective control:

The Company evaluates whether it controls a company in which it holds less than the majority of the voting rights by, among others, reference to the size of its share of voting rights relative to the size and dispersion of voting rights held by the other shareholders, and by voting patterns at previous shareholders’ meetings.

Determining the fair value of share-based payment transactions:

The fair value of share-based payment transactions is determined upon initial recognition by an acceptable option pricing model. The inputs to the model include share price, exercise price and assumptions regarding expected volatility, expected life of share option and expected dividend yield.

Discount rate for a lease liability:

When the Company is unable to readily determine the discount rate implicit in a lease in order to measure the lease liability, the Company uses an incremental borrowing rate. That rate represents the rate of interest that the Company would have to pay to borrow over a similar term and with similar security, the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment. When there are no financing transactions that can serve as a basis, the Company determines the incremental borrowing rate based on its credit risk, the lease term and other economic variables deriving from the lease contract’s conditions and restrictions. In certain situations, the Company is assisted by an external valuation expert in determining the incremental borrowing rate.

Estimates and assumptions:

The preparation of the financial statements requires management to make estimates and assumptions that have an effect on the application of the accounting policies and on the reported amounts of assets, liabilities, revenues and expenses. Changes in accounting estimates are reported in the period of the change in estimate.

The key assumptions made in the financial statements concerning uncertainties at the reporting date and the critical estimates computed by the Group that may result in a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Impairment of goodwill:

The Group reviews goodwill for impairment at least once a year. This requires management to make an estimate of the projected future cash flows from the continuing use of the cash-generating unit (or a group of cash-generating units) to which the goodwill is allocated and also to choose a suitable discount rate for those cash flows. See more information in Note 2q above.

Impairment of other intangible assets

The carrying values of the long-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. If any indication exists, then the asset’s recoverable amount is estimated. Determining the recoverable amount is subjective and requires management to estimate future growth, profitability, discount and terminal growth rates, and project future cash flows, among other factors. Future events and changing market conditions may impact the assumptions as to prices, costs or other factors that may result in changes to the estimates of future cash flows. If the Company concludes that a definite or indefinite long-lived intangible asset is impaired, the company recognize a loss in an amount equal to the excess of the carrying value of the asset over its fair value at the date of impairment.

The fair value at the date of the impairment becomes the new cost basis and will result in a lower depreciation expense than for periods before the asset’s impairment.

Grants from the Israel Innovation Authority (“the IIA”):

Government grants received from the IIA at the Ministry of Industry, Trade and Labor are recognized as a liability if future economic benefits are expected from the research and development activity that will result in royalty-bearing sales. There is uncertainty regarding the estimated future cash flows used to measure the amount of the liability. As for the accounting treatment of government grants, see Note 2l above.

Legal claims:

In estimating the likelihood of outcome of legal claims filed against the Company and its investees, the companies rely on the opinion of their legal counsel. These estimates are based on the legal counsel’s best professional judgment, taking into account the stage of proceedings and legal precedents in respect of the different issues. Since the outcome of the claims will be determined in courts, the results could differ from these estimates.

Deferred tax assets:

Deferred tax assets are recognized for unused carryforward tax losses and deductible temporary differences to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the timing and level of future taxable profits, its source and the tax planning strategy. See also Note 2n above.

Severances and other post-employment benefits:

The liability in respect of post-employment defined benefit plans is determined using actuarial valuations. The actuarial valuation involves making assumptions about, among others, the discount rate, rate of salary increase and employee turnover rate. The carrying amount of the liability may be significantly affected by changes in these estimates. See also Note 2u above.

Short Term Loan (Tables)

12 Months Ended

Dec. 31, 2022

Short Term Loan [Abstract]

Schedule of composition

Composition:

	December 31,
	2022		2021
	USD in thousands
Short-term loan (1)-(6)		13,417		10,195
Accrued interest		15		-
Current maturities of long-term loan		-		1,084
		13,432		11,279

(1)

Loan received in July 2020, by Comsec Ltd (fully owned subsidiary), with an original principal amount of NIS 5,000 thousand (USD 1,452 thousand), bearing annual interest of 6.25% and repayable in 24 instalments from July 2022. As of December 31, 2022 the remaining principal amount is USD 1,258 thousand.

(2)

Loan received in September 2021, by Comsec Ltd (fully owned subsidiary), with an original principal amount of NIS 980 thousand (USD 309 thousand), unlinked and bearing annual interest of Prime (Bank of Israel intrabank) + 1.5%. As of December 31, 2022 the remaining principal amount is USD 184 thousand.

(3)

Loan received in September 2021, by Comsec Ltd (fully owned subsidiary), with an original principal amount of NIS 6,000 thousand (USD 1,934 thousand) and repayable in two annual instalments from September 2023, linked and bearing annual interest of Prime (Bank of Israel intrabank plus 1.5%) + 1.95%. As of December 31, 2022 the remaining principal amount is USD 1,705 thousand.

(4)

Loan received in August 2022, by Aginix, with an original principal amount of NIS 500 thousand (USD 151 thousand) and repayable in 12 instalments from September 2022. The loan bearing interest of Prime + 4.85%. As of December 31, 2022 the remaining principal amount is USD 95 thousand.

(5)

On-call loans received by Comsec, in an aggregate principal amount of NIS 34,106 thousand (USD 9,692 thousand). As of December 31, 2022 the remaining principal amount is USD 9,690 thousand.

(6)

Loan received on December 15, 2022 , by Comsec Ltd (fully owned subsidiary), with an original principal amount of NIS 1,708 thousand (USD 500 thousand), bearing interest of 8.75% and repayable in 1 instalment on February 2023. As of December 31, 2022 the remaining principal amount is USD 485 thousand.

General (Details) ₪ in Thousands, $ in Thousands					12 Months Ended
General (Details) ₪ in Thousands, $ in Thousands	Sep. 27, 2021 USD ($)	Sep. 27, 2021 ILS (₪)	May 09, 2021 shares	Feb. 28, 2021 shares	Dec. 31, 2022 USD ($)	Dec. 31, 2022 ILS (₪)	Oct. 31, 2022 shares	Sep. 30, 2022 shares	May 31, 2022 shares	May 27, 2021 shares
General (Details) [Line Items]
Number of unit (in Shares) \| shares							911,916	431,210	2,030,658	4,866,668
Percentage of shares			51.00%	51.00%
Diluted perecentage				46.51%
Ordinary shares (in Shares) \| shares			510,000,000
Percentage of voting rights			51.00%
Share options (in Shares) \| shares			25,000,000
Amount of seller	$ 21,848	₪ 70,000
Purchase price	12,484	40,000
Cash	$ 9,363	₪ 30,000
Incurred losses in the amount					$ 99,042
Working capital amount					24,638
Operating activities					23,432
Lease					4,000
Revenue					10,200
Irrevocable commitments					50,000
Company contribute amount					46,000
Fund amount					582	₪ 2,000
Received payments					110,000	400,000
Bonus amount					$ 110,000	₪ 400,000
Top of range [member]
General (Details) [Line Items]
Number of unit (in Shares) \| shares				8,200
Bottom of range [member]
General (Details) [Line Items]
Number of unit (in Shares) \| shares				81

Goodwill and Intangible Assets, Net (Details) - Schedule of purchase price allocation $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Goodwill and Intangible Assets, Net (Details) - Schedule of purchase price allocation [Line Items]
Total consideration	$ 9,953
Technology [Member]
Goodwill and Intangible Assets, Net (Details) - Schedule of purchase price allocation [Line Items]
Total consideration	500
Customer relationship [Member]
Goodwill and Intangible Assets, Net (Details) - Schedule of purchase price allocation [Line Items]
Total consideration	$ 9,453

Leases (Tables)

12 Months Ended

Dec. 31, 2022

Disclosure of Leases Text Block [Abstract]

Schedule of information on leases

Information on leases:

	Year ended December 31,
	2022		2021		2020
	USD in thousands

Interest expense on lease liabilities		258		210		5
Expenses on short-term leases		-		-		52
Total cash outflow for leases		2,240		1,175		57

Schedule of right-of-use assets, net

Disclosures in respect of right-of-use assets, net:

	Office lease			Motor Vehicles			Total
	USD in thousands
Cost:

Balance as of January 1, 2022		7,510			1,262			8,772
Additions during the year:
New leases		243			711			954
Adjustments arising from indexation		379			-			379
Adjustments arising from translating financial statements from functional currency to presentation currency		(901	)		(179	)		(1,080	)

Balance as of December 31, 2022		7,231			1,794			9,025

Accumulated depreciation:

Balance as of January 1, 2022		168			369			537
Additions during the year:
Depreciation in the year		1,445			695			2,140
Adjustments arising from translating financial statements from functional currency to presentation currency		(85	)		(74	)		(159	)

Balance as of December 31, 2022		1,528			990			2,518

Depreciated cost as of December 31, 2022		5,703			804			6,507

	Office lease			Motor Vehicles		Total
	USD in thousands
Cost:

Balance as of January 1, 2021		168			-		168
Additions during the year:
Initial consolidation of subsidiaries		3,790			1,248		5,038
New leases		5,542			-		5,542
Disposals during the year:
Terminated leases		(2,211	)		-		(2,211	)
Adjustments arising from translating financial statements from functional currency to presentation currency and indexation		221			14		235

Balance as of December 31, 2021		7,510			1,262		8,772

Accumulated depreciation:

Balance as of January 1, 2021		84			-		84
Additions during the year:
Depreciation in the year		214			355		569
Disposals during the year:
Terminated leases		(136	)		-		(136	)
Adjustments arising from translating financial statements from functional currency to presentation currency		6			14		20

Balance as of December 31, 2021		168			369		537

Depreciated cost as of December 31, 2021		7,342			893		8,235

Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Significant Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES

The following accounting policies have been applied consistently in the financial statements for all periods presented, unless stated otherwise.

Basis of presentation of the financial statements:

These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS” as issued by the International Accounting Standard Board (IASB)).

The Company’s financial statements have been prepared on a cost basis, except for financial instruments measured at fair value through profit or loss.

The Company has elected to present the profit or loss items using the function of expense method.

The operating cycle:

The Company’s operating cycle is one year.

Consolidated financial statements:

The consolidated financial statements comprise the financial statements of companies that are controlled by the Company (subsidiaries). Control is achieved when the Company has power over the investee, is exposed or has rights to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. In assessing control, the effect of potential voting rights is considered only if they are substantive. The consolidation of the financial statements commences on the date on which control is obtained and ends when such control ceases.

The financial statements of the Company and of the subsidiaries are prepared as of the same dates and periods. The accounting policies applied in the financial statements of the subsidiaries are uniform and consistent with the policies applied in the financial statements of the Company. Significant intragroup balances and transactions and gains or losses resulting from transactions between the Company and the subsidiaries are eliminated in full in the consolidated financial statements.

Non-controlling interests in subsidiaries represent the equity in subsidiaries not attributable, directly or indirectly, to a parent. Non-controlling interests are presented in equity separately from the equity attributable to the equity holders of the Company. Profit or loss and components of other comprehensive income are attributed to the Company and to non-controlling interests. Losses are attributed to non-controlling interests even if they result in a negative balance of non-controlling interests in the consolidated statement of financial position.

Business combinations and goodwill:

To determine whether a transaction is accounted for as an asset acquisition or business combination, the Company applies a concentration test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the test is met, the transaction is accounted for as an asset acquisition. If the concentration test is not met, the integrated set of activities and assets is considered a business based on whether there are inputs and substantive processes in place. For transactions accounted for as asset acquisitions, the cost, including certain transaction costs, is allocated to the assets acquired on the basis of relative fair values.

Business combinations are accounted for by applying the acquisition method. The cost of the acquisition is measured at the fair value of the consideration transferred on the acquisition date with the addition of non-controlling interests in the acquiree. In each business combination, the Company chooses whether to measure the non-controlling interests in the acquiree based on their fair value on the acquisition date or at their proportionate share in the fair value of the acquiree’s net identifiable assets.

Direct acquisition costs are carried to the statement of profit or loss as incurred.

Goodwill is initially measured at cost which represents the excess of the acquisition consideration and the amount of non-controlling interests over the net identifiable assets acquired and liabilities assumed.

Deferred Offering Costs:

Deferred offering costs consist of legal, accounting and consulting fees incurred through the balance sheet date that are directly related to the SPAC transaction mentioned in Note 5 and that will be charged to shareholder’s equity upon the completion of the Merger mentioned in Note 5d. As of December 31, 2022, the Company recorded $749 thousand in transaction costs in long term receivables in its consolidated balance sheets.

Functional currency, presentation currency and foreign currency:

Functional currency and presentation currency:

The Group determines the functional currency of each Group entity, including companies accounted for at equity. Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The Company’s functional currency is NIS. The consolidated financial statements are presented in US dollar, which is the Company’s presentation currency.

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentational currency are translated into the presentational currency as follows:

	●	Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position.

	●	Income and expenses for each statement of profit or loss and statement of comprehensive loss are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions), and

	●	All resulting exchange differences are recognized in other comprehensive income (loss).

Transactions, assets and liabilities in foreign currency:

Transactions denominated in foreign currency (other than the functional currency) are recorded upon initial recognition at the exchange rate at the date of the transaction. After initial recognition, monetary assets and liabilities denominated in foreign currency are translated at each reporting date into the functional currency at the exchange rate at that date. Exchange rate differences, other than those capitalized to qualifying assets or accounted for as hedging transactions in equity, are recognized in profit or loss. Non-monetary assets and liabilities denominated in foreign currency and measured at cost are translated at the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currency and measured at fair value are translated into the functional currency using the exchange rate prevailing at the date when the fair value was determined.

Index-linked monetary items:

Monetary assets and liabilities linked to the changes in the Israeli Consumer Price Index (“Israeli CPI”) are adjusted at the relevant index at each reporting date according to the terms of the agreement.

Cash equivalents:

Cash equivalents are considered as highly liquid investments, including unrestricted short-term bank deposits, with an original maturity of three months or less from the date of acquisition.

Restricted cash:

Restricted cash is placed in a short-term deposit whose original maturity does not exceed three months.

Short-term deposits:

Short-term bank deposits are deposits with an original maturity of more than three months from the date of investment and which do not meet the definition of cash equivalents. The deposits are presented according to their terms of deposit.

Long-term deposits:

Long-term bank deposits are deposits with an original maturity of more than 12 months from the date of investment and which do not meet the definition of cash equivalents. The deposits are presented according to their terms of deposit.

Revenue recognition:

Revenue from contracts with customers is recognized when the control over the goods or services is transferred to the customer. The transaction price is the amount of the consideration that is expected to be received based on the contract terms, excluding amounts collected on behalf of third parties (such as taxes).

Revenue from rendering of services:

Revenue from rendering of services is recognized over time, during the period the customer simultaneously receives and consumes the benefits provided by the Company’s performance. The Company charges its customers based on payment terms agreed upon in specific agreements. When payments are made before or after the service is performed, the Company recognizes the resulting contract asset or liability.

Revenue from software licensing arrangements:

The Company recognizes revenue from the sale of third parties software products and software licensing transactions at a point in time when the control of the license is transferred to the customer, generally upon delivery of the license to the customer.

The Company does not have material remaining performance obligations anticipated to be fulfilled in more than one year for any of the periods presented. The Company has elected the practical expedient allowing the Company to not disclose remaining performance obligations for contracts with original terms of twelve months or less.

Contract balances:

The Company charges customers as the work progresses in accordance with the contractual terms. Amounts billed are classified as trade receivables in the statement of financial position. When revenues from performance of a contract are recognized in profit or loss before the customer is charged, the amounts recognized are recorded as trade receivables.

Amounts received from customers in advance of performance by the Company are recorded as contract liabilities and recognized as revenue in profit or loss when the work is performed.

Determining the transaction Price

The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes).

Variable consideration

The Company determines the transaction price separately for each contract with a customer. If the consideration promised in a contract includes a variable amount, the Company estimates the amount of consideration to which it will be entitled in exchange for transferring the promised goods or services to a customer. An amount of consideration can vary because of discounts, rebates, credits, price concessions, incentives, penalties or other similar items. The Company includes in the transaction price some or all of the amount of variable consideration only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

The Company’s contracts with customers include fixed amounts and do not include material variable consideration.

Costs of obtaining a contract:

The Company has elected to apply the practical expedient allowed by IFRS 15 according to which incremental costs of obtaining a contract are recognized as an expense when incurred if the amortization period of the asset is one year or less.

Inventories:

Inventories are measured at the lower cost and net realizable value. The cost of inventories comprises costs of purchase and costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the ordinary course of business less estimated costs of completion and estimated costs necessary to make the sale. The Company periodically evaluates the condition and age of inventories and makes provisions for slow moving inventories accordingly.

Purchased merchandise and products are measured by the weighted average cost method.

Government grants:

Government grants are recognized when there is a reasonable assurance that the grants will be received and the Company will comply with the attached conditions.

Government grants received from the Israel Innovation Authority (“IIA”) are recognized upon receipt as a liability if future economic benefits are expected from the research project that will result in royalty-bearing sales.

A liability for grants received is first measured at fair value using a discount rate that reflects a market rate of interest. The difference between the amount of the grant received and the fair value of the liability is accounted for as a government grant and recognized as a reduction of research and development expenses. After initial recognition, the liability is measured at amortized cost using the effective interest method. Royalty payments are treated as a reduction of the liability. If no economic benefits are expected from the research activity, the grant receipts are recognized as a reduction of the related research and development expenses. In that event, the royalty obligation is treated as a contingent liability in accordance with IAS 37.

At each reporting date, the Company evaluates whether there is reasonable assurance that the liability recognized, in whole or in part, will not be repaid (since the Company will not be required to pay royalties) based on the best estimate of future sales and using the original effective interest method, and if so, the appropriate amount of the liability is derecognized against a corresponding reduction in research and development expenses.

Amounts paid as royalties are recognized as settlement of the liability.

Taxes on income:

The tax results in respect of current or deferred taxes are recognized in profit or loss, except to the extent that they relate to items which are recognized in other comprehensive income or equity.

Current taxes:

The current tax liability is measured using the tax rates and tax laws that have been enacted or substantively enacted by the reporting date as well as adjustments required in connection with the tax liability in respect of previous years.

Deferred taxes:

Deferred taxes are computed in respect of temporary differences between the carrying amounts in the financial statements and the amounts attributed for tax purposes.

Deferred taxes are measured at the tax rate that is expected to apply when the asset is realized or the liability is settled, based on tax laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is not probable that they will be utilized. Deductible carryforward losses and temporary differences for which deferred tax assets had not been recognized are reviewed at each reporting date and a respective deferred tax asset is recognized to the extent that their utilization is probable.

Leases:

Taxes that would apply in the event of the disposal of investments in investees have not been taken into account in computing deferred taxes, as long as the disposal of the investments in investees is not probable in the foreseeable future. Also, deferred taxes that would apply in the event of distribution of earnings by investees as dividends have not been taken into account in computing deferred taxes, since the distribution of dividends does not involve an additional tax liability or since it is the Company’s policy not to initiate distribution of dividends from a subsidiary that would trigger an additional tax liability.

Deferred taxes are offset if there is a legally enforceable right to offset a current tax asset against a current tax liability and the deferred taxes relate to the same taxpayer and the same taxation authority.

The Company accounts for a contract as a lease when the contract terms convey the right to control the use of an identified asset for a period of time in exchange for consideration.

The Group as a lessee:

For leases in which the Group is the lessee, the Group recognizes on the commencement date of the lease a right-of-use asset and a lease liability, excluding leases whose term is up to 12 months and leases for which the underlying asset is of low value. For these excluded leases, the Group has elected to recognize the lease payments as an expense in profit or loss on a straight-line basis over the lease term.

On the commencement date, the lease liability includes all unpaid lease payments discounted at the interest rate implicit in the lease, if that rate can be readily determined, or otherwise using the Group’s incremental borrowing rate. After the commencement date, the Group measures the lease liability using the effective interest rate method.

On the commencement date, the right-of-use asset is recognized in an amount equal to the lease liability plus lease payments already made on or before the commencement date and initial direct costs incurred.

The right-of-use asset is measured applying the cost model and depreciated over the shorter of its useful life and the lease term.

Following are the amortization periods of the right-of-use assets by class of underlying asset:

	Years	Mainly

Office lease	2 - 10	5
Vehicles	3 - 4	3

The Company tests for impairment of the right-of-use asset whenever there are indications of impairment pursuant to the provisions of IAS 36.

Variable lease payments that depend on an index:

On the commencement date, the Company uses the index rate prevailing on the commencement date to calculate the future lease payments.

For leases in which the Company is the lessee, the aggregate changes in future lease payments resulting from a change in the index are discounted (without a change in the discount rate applicable to the lease liability) and recorded as an adjustment of the lease liability and the right-of-use asset, only when there is a change in the cash flows resulting from the change in the index (that is, when the adjustment to the lease payments takes effect).

Lease extension and termination options:

A non-cancelable lease term includes both the periods covered by an option to extend the lease when it is reasonably certain that the extension option will be exercised and the periods covered by a lease termination option when it is reasonably certain that the termination option will not be exercised.

As a result of a significant event or a significant change in circumstances that is within the control of the Company in the expected exercise of the lease extension option or in the expected non-exercise of the lease termination option, the Company remeasures the lease liability based on the revised lease term using a revised discount rate as of the date of the change in expectations. The total change is recognized in the carrying amount of the right-of-use asset until it is reduced to zero, and any further reductions are recognized in profit or loss.

Lease modifications:

If a lease modification does not reduce the scope of the lease and does not result in a separate lease, the Company remeasures the lease liability based on the modified lease terms using a revised discount rate as of the modification date and records the change in the lease liability as an adjustment to the right-of-use asset.

If a lease modification reduces the scope of the lease, the Company recognizes a gain or loss arising from the partial or full reduction of the carrying amount of the right-of-use asset and the lease liability. The Company subsequently remeasures the carrying amount of the lease liability according to the revised lease terms, at the revised discount rate as of the modification date and records the change in the lease liability as an adjustment to the right-of-use asset.

Property and equipment:

Items of property and equipment are measured at cost, including direct acquisition costs, less accumulated depreciation, accumulated impairment losses and excluding day-to-day servicing expenses.

Depreciation is calculated on a straight-line basis over the useful life of the assets at annual rates as follows:

	%		Mainly %

Motor vehicles		15 - 20		15
Office furniture and equipment		6 - 20		6
Computers and peripheral equipment		33
Leasehold improvements		See below

Leasehold improvements are depreciated on a straight-line basis over the shorter of the lease term (including the extension option held by the Group and intended to be exercised) and the expected life of the improvement.

The useful life, depreciation method and residual value of an asset are reviewed at least each year-end and any changes are accounted for prospectively as a change in accounting estimate. Depreciation of an asset ceases at the earlier of the date that the asset is classified as held for sale and the date that the asset is derecognized. As for testing for impairment of property and equipment, see paragraph r below.

Intangible assets:

Separately acquired intangible assets are measured on initial recognition at cost including directly attributable costs. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Expenditures relating to internally generated

intangible assets, excluding capitalized development costs, are recognized in profit or loss when incurred.

Intangible assets with a finite useful life are amortized over their useful life on a straight-line basis and reviewed for impairment whenever there is an indication that the asset may be impaired. The amortization period and the amortization method for an intangible asset are reviewed at least at each year end.

Intangible assets with indefinite useful lives are not systematically amortized and are tested for impairment at least once a year or whenever there is an indication that the intangible asset may be impaired. The useful life of these assets is reviewed annually to determine whether their indefinite life assessment continues to be supportable. If the events and circumstances do not continue to support the assessment, the change in the useful life assessment from indefinite to finite is accounted for prospectively as a change in accounting estimate and on that date the asset is tested for impairment. Commencing from that date, the asset is amortized systematically over its useful life.

Research and development expenditures:

Research expenditures are recognized in profit or loss when incurred. Costs incurred in an internal development project are recognized as an intangible asset only if the Company can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale; the Company’s intention to complete the intangible asset and use or sell it; the ability to use or sell the intangible asset; how the intangible asset will generate future economic benefits; the availability of adequate technical, financial and other resources to complete the intangible asset; and the ability to measure reliably the expenditures attributable to the intangible asset during its development.

The asset is measured at cost less any accumulated amortization and any accumulated impairment losses. Amortization of the asset begins when development is complete and the asset is available for use. The asset is amortized over its useful life. Testing of impairment is performed annually over the period of the development project.

When an internally developed intangible asset cannot be recognized, the development costs are recognized as an expense in profit or loss as incurred. Development costs previously recognized as an expense are not recognized as an asset in a subsequent period.

For all the reporting periods, the above criteria have not been met and therefore all development costs have been recognized as an expense in profit or loss.

Patents:

The patents are for a period of ten years with an option for renewal at the end of the period.

The useful life of intangible assets is as follows:

	Years

Patents		10
Customer relations		3.5 - 10
Order backlog		1
Technology		2-4

Gains or losses from the derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the cost of the asset and carried to profit or loss.

Impairment of non-financial assets:

The Company evaluates the need to record an impairment of non-financial assets whenever events or changes in circumstances indicate that the carrying amount is not recoverable. If the carrying amount of non-financial assets exceeds their recoverable amount, the assets are reduced to their recoverable amount.

The recoverable amount is the higher of fair value less costs of sale and value in use. In measuring value in use, the expected future cash flows are discounted using a pre-tax discount rate that reflects the risks specific to the asset. The recoverable amount of an asset that does not generate independent cash flows is determined for the cash-generating unit to which the asset belongs. Impairment losses are recognized in profit or loss.

An impairment loss of an asset, other than goodwill, is reversed only if there have been changes in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. Reversal of an impairment loss, as above, shall not be increased above the lower of the carrying amount that would have been determined (net of depreciation or amortization) had no impairment loss been recognized for the asset in prior years and its recoverable amount. The reversal of impairment loss of an asset presented at cost is recognized in profit or loss.

A reversal of an impairment loss for each cash generating unit shall be allocated to the assets of the unit, except for goodwill, pro rata with the carrying amount to each of the assets within the measurement scope of IAS 36. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.

The following criteria are applied in assessing impairment of these specific assets:

Goodwill in respect of subsidiaries:

The Company reviews goodwill for impairment at least once a year, on December 31, or more frequently if events or changes in circumstances indicate that there is an impairment.

Goodwill is tested for impairment by assessing the recoverable amount of the cash-generating unit (or group of cash-generating units) to which the goodwill has been allocated. Each cash-generating unit to which the goodwill is allocated shall represent the lowest level within the Company at which the goodwill is monitored for internal management purposes and not be larger than an operating segment. An impairment loss is recognized if the recoverable amount of the cash-generating unit (or group of cash-generating units) to which goodwill has been allocated is less than the carrying amount of the cash-generating unit (or group of cash-generating units). Any impairment loss is allocated first to goodwill. Impairment losses recognized for goodwill cannot be reversed in subsequent periods.

Financial instruments:

Financial assets:

Financial assets are measured upon initial recognition at fair value plus transaction costs that are directly attributable to the acquisition of the financial assets, except for financial assets measured at fair value through profit or loss in respect of which transaction costs are recorded in profit or loss.

The Company classifies and measures debt instruments in the financial statements based on the following criteria:

The Company’s business model for managing financial assets; and

The contractual cash flow terms of the financial asset.

Debt instruments are measured at amortized cost when:

The Company’s business model is to hold the financial assets in order to collect their contractual cash flows, and the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. After initial recognition, the instruments in this category are measured according to their terms at amortized cost using the effective interest rate method, less any provision for impairment.

Impairment of financial assets:

The Company evaluates at the end of each reporting period the loss allowance for financial debt instruments which are not measured at fair value through profit or loss. The Company distinguishes between two types of loss allowances:

Debt instruments whose credit risk has not increased significantly since initial recognition, or whose credit risk is low - the loss allowance recognized in respect of this debt instrument is measured at an amount equal to the expected credit losses within 12 months from the reporting date (12-month ECLs); or

Debt instruments whose credit risk has increased significantly since initial recognition, and whose credit risk is not low - the loss allowance recognized is measured at an amount equal to the expected credit losses over the instrument’s remaining term (lifetime ECLs).

The Company applies the low credit risk simplification in the Standard, according to which the Company assumes the debt instrument’s credit risk has not increased significantly since initial recognition if on the reporting date it is determined that the instrument has a low credit risk, for example when the instrument has an external rating of “investment grade”.

An impairment loss on debt instruments measured at amortized cost is recognized in profit or loss with a corresponding loss allowance that is offset from the carrying amount of the financial asset.

The Company has short-term financial assets such as trade receivables in respect of which the Company applies a simplified approach and measures the loss allowance in an amount equal to the lifetime expected credit losses.

Derecognition of financial assets:

A financial asset is derecognized only when:

The contractual rights to the cash flows from the financial asset has expired; or

The Company has transferred substantially all the risks and rewards deriving from the contractual rights to receive cash flows from the financial asset or has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset; or

The Company has retained its contractual rights to receive cash flows from the financial asset but has assumed a contractual obligation to pay the cash flows in full without material delay to a third party.

Financial liabilities:

Financial liabilities measured at amortized cost:

Financial liabilities are initially recognized at fair value less transaction costs that are directly attributable to the issue of the financial liability. After initial recognition, the Company measures all financial liabilities at amortized cost.

Financial liabilities measured at fair value through profit or loss:

At initial recognition, the Company measures financial liabilities that are not measured at amortized cost at fair value. Transaction costs are recognized in profit or loss. After initial recognition, changes in fair value are recognized in profit or loss.

Derecognition of financial liabilities:

A financial liability is derecognized only when it is extinguished, that is when the obligation specified in the contract is discharged or cancelled or expires. A financial liability is extinguished when the debtor discharges the liability by paying in cash, other financial assets, goods or services; or is legally released from the liability.

When there is a modification in the terms of an existing financial liability, the Company evaluates whether the modification is substantial.

If the terms of an existing financial liability are substantially modified, such modification is accounted for as an extinguishment of the original liability and the recognition of a new liability. The difference between the carrying amounts of the above liabilities is recognized in profit or loss.

If the modification is not substantial, the Company recalculates the carrying amount of the liability by discounting the revised cash flows at the original effective interest rate and any resulting difference is recognized in profit or loss.

When evaluating whether the modification in the terms of an existing liability is substantial, the Company considers both quantitative and qualitative factors.

Offsetting financial instruments:

Financial assets and financial liabilities are offset and the net amount is presented in the statement of financial position if there is a legally enforceable right to set off the recognized amounts and there is an intention either to settle on a net basis or to realize the asset and settle the liability simultaneously. The right of set-off must be legally enforceable not only during the ordinary course of business of the parties to the contract but also in the event of bankruptcy or insolvency of one of the parties. In order for the right of set-off to be currently available, it must not be contingent on a future event, there may not be periods during which the right is not available, or there may not be any events that will cause the right to expire.

Warrants to ordinary shares:

A financial instrument is considered an equity instrument only if the instrument includes no contractual obligation to deliver cash or another financial asset or in case the instrument is a derivative that will or may be settled in the Company’s own equity, it will be settled by exchange of a fixed amount of cash or another financial asset for a fixed number of the Company’s own equity instrument.

Fair value measurement:

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Fair value measurement is based on the assumption that the transaction will take place in the asset’s or the liability’s principal market, or in the absence of a principal market, in the most advantageous market.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

Fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities measured at fair value or for which fair value is disclosed are categorized into levels within the fair value hierarchy based on the lowest level input that is significant to the entire fair value measurement:

Level 1	-	quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2	-	inputs other than quoted prices included within Level 1 that are observable directly or indirectly.

Level 3	-	inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data).

Treasury shares:

Company shares held by the Company and/or subsidiaries are recognized at cost of purchase and presented as a deduction from equity. Any gain or loss arising from a purchase, sale, issue or cancellation of treasury shares is recognized directly in equity. As of December 31,2022, the Company held 860,036 treasury shares, representing 0.94% of the total issued and outstanding shares.

Provisions:

A provision in accordance with IAS 37 is recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects part or all of the expense to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense is recognized in the statement of profit or loss net of any reimbursement.

Following are the types of provisions included in the financial statements:

Legal claims:

A provision for claims is recognized when the Group has a present legal or constructive obligation as a result of a past event, that it is more likely than not that an outflow of resources embodying economic benefits will be required by the Group to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Employee benefit liabilities:

The Group has several employee benefit plans:

Short-term employee benefits:

Short-term employee benefits are benefits that are expected to be settled wholly before twelve months after the end of the annual reporting period in which the employees render the related services. These benefits include salaries, paid annual leave, paid sick leave, recreation and social security contributions and are recognized as expenses as the services are rendered. A liability in respect of a cash bonus or a profit-sharing plan is recognized when the Group has a legal or constructive obligation to make such payment as a result of past service rendered by an employee and a reliable estimate of the amount can be made.

Post-employment benefits:

The plans are normally financed by contributions to insurance companies and classified as defined contribution plans or as defined benefit plans.

The Group has defined contribution plans pursuant to section 14 to the Severance Pay Law under which the Group pays fixed contributions and will have no legal or constructive obligation to pay further contributions if the fund does not hold sufficient amounts to pay all employee benefits relating to employee service in the current and prior periods. Contributions to the defined contribution plan in respect of severance or retirement pay are recognized as an expense when contributed concurrently with performance of the employee’s services.

The Group also operates a defined benefit plan in respect of severance pay pursuant to the Severance Pay Law. According to the Law, employees are entitled to severance pay upon dismissal or retirement. The liability for termination of employment is measured using the projected unit credit method. The actuarial assumptions include expected salary increases and rates of employee turnover based on the estimated timing of payment. The amounts are presented based on discounted expected future cash flows using a discount rate determined by reference to market yields at the reporting date on high quality corporate bonds that are linked to the Consumer Price Index with a term that is consistent with the estimated term of the severance pay obligation.

In respect of its severance pay obligation to certain of its employees, the Company makes current deposits in severance pay funds and insurance companies (“the plan assets”). Plan assets comprise assets held by a long-term employee benefit fund or qualifying insurance policies. Plan assets are not available to the Group’s own creditors and cannot be returned directly to the Group.

The liability for employee benefits shown in the statement of financial position reflects the present value of the defined benefit obligation less the fair value of the plan assets.

Remeasurements of the net liability are recognized in other comprehensive income in the period in which they occur.

Other long-term employee benefits:

The Group’s employees are entitled to benefits in respect of paid absences, jubilee grants and adaptation grants. These benefits are accounted for as other long-term benefits since the Company estimates that these benefits will be used and the respective Group’s obligation will be settled during the employment period and more than twelve months after the end of the annual reporting period in which the employees render the related service.

The Group’s net obligation for other long-term employee benefits, which is computed based on actuarial assumptions, is for the future benefit due to the employees for service rendered in the current period and in prior periods and taking.

into account expected salary increases. The amount of these benefits is discounted to its present value. The discount rate is determined by reference at the reporting date to market yields on high quality corporate bonds that are linked to the Consumer Price Index and whose term is consistent with the term of the Group’s obligation.

Remeasurements of the net liability are recognized in profit or loss in the period in which they occur.

Share-based payment transactions:

The Company’s employees and other service providers are entitled to remuneration in the form of equity-settled share-based payment transactions.

Equity-settled transactions:

The cost of equity-settled transactions with employees is measured at the fair value of the equity instruments granted at grant date. The fair value is determined using an acceptable option pricing model. As for other service providers, the cost of the transactions is measured at the fair value of the goods or services received as consideration for equity instruments granted.

The cost of equity-settled transactions is recognized in profit or loss together with a corresponding increase in equity during the period which the performance and/or service conditions are to be satisfied ending on the date on which the relevant employees become entitled to the award (“the vesting period”). The cumulative expense recognized for equity-settled transactions at the end of each reporting period until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest.

No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether the market condition is satisfied, provided that all other vesting conditions (service and/or performance) are satisfied.

Earnings (loss) per share:

Earnings per share are calculated by dividing the net income attributable to equity holders of the Company by the weighted number of Ordinary shares outstanding during the period.

Potential Ordinary shares are included in the computation of diluted earnings per share when their conversion decreases earnings per share from continuing operations. Potential Ordinary shares that are converted during the period are included in diluted earnings per share only until the conversion date and from that date in basic earnings per share. The Company’s share of earnings of investees is included based on its share of earnings per share of the investees multiplied by the number of shares held by the Company.

Changes in accounting policies - initial application of new financial reporting and accounting standards and amendments to existing financial reporting and accounting standards:

Annual improvements to IFRS Standards 2018-2020:

IFRS 9, “Financial Instruments”

The amendment clarifies the fees that an entity includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability. These fees include only those paid or received between the borrower and the lender, including fees paid or received by either the borrower or lender on the other’s behalf. The amendment applies to annual reporting periods beginning on January 1, 2022. The amendment is applied to financial liabilities that are modified or exchanged on or after the beginning of the annual reporting period.

Non-Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Other Non Current Liabilities Text Block [Abstract]

Schedule of composition of other long-term liabilities

Composition of other long-term liabilities:

	Effective interest rate		Balance		Balance less current maturities
	%		USD in thousands
Liabilities for government grants		11.5		1,289		887

	Effective interest rate		Balance		Balance less current maturities
	%		USD in thousands
Liabilities for government grants		11.5		961		767

Schedule of maturity profile of lease liabilities and other long-term liabilities

The maturity profile of lease liabilities and other long-term liabilities:

	First year		Second year		Third year		Fourth year		Fifth year		Sixth year and onwards		Total
	USD in thousands
Lease liabilities		1,472		1,750		1,793		1,007		356		89		6,467
Liabilities for government grants		402		151		135		122		109		370		1,289
Total		1,874		1,901		1,928		1,129		465		459		7,756

Share-Based Payment

12 Months Ended

Dec. 31, 2022

Share-Based Payment [Abstract]

SHARE-BASED PAYMENT

NOTE 21:-

SHARE-BASED PAYMENT

Expenses recognized in the financial statements:

The expense recognized in the financial statements for services received from employees and officers is shown in the following table:

	Year ended December 31,
	2022		2021		2020
	USD in thousands

Equity-settled share-based payment plans		10,516		5,897		-

Grants of options to employees and interested parties:

As part of the merger agreement described in Note 1b above, on June 21, 2021, the Company allocated 17,810,853 share options to senior officers, employees and consultants of the Company and to an investment bank assisting the transaction, consisting of grants to employees, key management personnel and interested parties. Following are data of the value of share options granted to key management personnel and interested parties in HUB:

In June 2021, the Company granted 15,438,867 share options to key management personnel and interested parties in the Company. The options vest in six equal portions of 16.66% each quarter for a period of 18 months from the grant date. They can be exercised until the final vesting date for NIS 6.75 (USD 1.85) per share.

The inputs used for the fair value measurement of the share options for the above grant based on the Black and Scholes model are as follows:

Expected volatility of the share prices (%)	60	%
Risk-free interest rate (%)	0.19	%
Expected life of share options (years)	1.5
Share price (based on quoted prices) (NIS)	6.09		(USD 1.66	)

Based on the above inputs, the fair value of the options on the grant date is approximately NIS 12,773 thousand (USD 3,945 thousand).

In May 2021, the Company granted HUB employees and officers 80,930 share options for an exercise price of NIS 2.98 (USD 0.81) per share.

The inputs used for the fair value measurement of the share options for the above grant based on the Hull-White model are as follows:

Expected volatility of the share prices (%)	58.11	%
Risk-free interest rate (%)	0.43	%
Expected life of share options (years)	6
Share price (NIS)	6.11		(USD 1.67	)

Based on the above inputs, the fair value of the options on the grant date is approximately NIS 131 thousand (USD 42 thousand).

In June 2021, the Company granted HUB employees 2,371,986 share options to Ordinary shares of the Company for an exercise price of NIS 0.01-0.42 (USD 0.004-0.12) per share.

The inputs used for the fair value measurement of the share options for the above grant based on the Black and Scholes model are as follows:

Expected volatility of the share prices (%)	60	%
Risk-free interest rate (%)	0.19%-0.29	%
Expected life of share options (years)	2-4
Share price (NIS)	6.11		(USD 1.67	)

Based on the above inputs, the fair value of the options on the grant date is approximately NIS 1,499 thousand (USD 447 thousand).

2022 Share option plans:

The Company has authorized through its 2022 Share Option Plan (the “Plan”), an available pool of Ordinary shares of the Company from which to grant options and RSUs to officers, directors, advisors, management and other key employees of up to 10,686,512 Ordinary shares. The options granted generally have a four-year vesting period and expire ten years after the date of the grant, subject to the terms set forth in the Plan. Options granted under the Plan that are cancelled or forfeited before expiration become available for future grant. As of December 31, 2022, 5,132,196 of the Company’s Ordinary shares are available for future grants.

Movement of share options during the year:

The following table presents the changes in the number of share options and the weighted average exercise prices of share options:

	2022				2021
	Number of options		Weighted average exercise price		Number of options		Weighted average exercise price

Share options outstanding at beginning of year		11,391,016		0.69		3,094,390		0.12
Share options granted during the year		131,777		1.86		8,395,459		1.84
Share options exercised during the year		1,611,867		0.47		-		-
Share options forfeited during the year		1,446,852		1.23		16,472		0.36
Share options expired during the year		187,317		0.07		82,361		0.004

Share options outstanding at end of year		8,276,757		1.59		11,391,016		1.33

Share options exercisable at end of year		7,810,728		1.65		4,276,682		1.19

Each option is exercisable into one Ordinary share of no par value.

The weighted average remaining contractual life for the share options outstanding as of December 31, 2022 was 2.64 years.

The range of exercise prices for share options outstanding as of December 31, 2022 was NIS 0.014- NIS 6.71 (USD 0.004-1.84).

Movement of share options during the year:

The Company has 35,795,613 registered and outstanding warrants that are exercisable into 31,784,655 Ordinary shares of NIS no par value each for an average exercise increment of USD 4.88, unlinked. These warrants are classified in equity.

Through the reporting date, no warrants were exercised or expired.

After the reporting date, 130,000 warrants were exercised into 130,000 Ordinary shares of NIS no par value each for the total consideration of approximately USD 240 thousand.

After the reporting date, no warrants expired.

A summary of the status of RSUs under the Plan as of December 31, 2022 and changes during the relevant period ended on that date is presented below:

	Number of RSU

Outstanding at beginning of year		-
Granted		6,193,757
Vested		(1,562,829	)
Forfeited and cancelled		(59,559	)

Outstanding at end of year		4,571,369

The total equity-based compensation expense related to all of the Company’s equity-based awards recognized for the years ended December 31, 2022, 2021 and 2020, was comprised as follows:

	Year ended December 31,
	2022		2021		2020

Cost of revenues	206		-		-
Research and development expenses		603		3,122		-
Sales and marketing expenses		1,504		2,775		-
General and administrative expenses (see also Note 18f)		8,203		-		-

Total share-based compensation expense		10,516		5,897		-

As part of the Asset Purchase Agreement (Refer to Note 12 – Goodwill and intangible assets, net for further details), the Key Employees of Legacy shall have RSUs of the Company equal to USD 12,000 thousand. The consideration for the Key Employees represents compensation for future services and was not included as part of the asset acquisition. The RSUs contain a performance obligation and will vest over four years. As of December 31, 2022 the relative performance obligations up until that date were not met and therefore 30% of the RSU’s were forfeited. As the Company does not expect the remining performance obligation to be fulfilled, no expenses were recognized during the year 2022 by the Company with respect to the mentioned consideration.

Commitments, Guarantees, Charges and Contingent Liabilities (Details) ₪ / shares in Units, $ / shares in Units, ₪ in Thousands				1 Months Ended							12 Months Ended
	Mar. 31, 2023 USD ($) $ / shares	Oct. 20, 2022 USD ($)	Oct. 20, 2022 ILS (₪)	Jan. 31, 2023 USD ($)	Jan. 30, 2023 ILS (₪)	Sep. 30, 2022 USD ($)	Mar. 29, 2022 USD ($)	Mar. 29, 2022 ILS (₪)	Mar. 27, 2022	Jul. 31, 2021	Dec. 31, 2022 USD ($) shares	Dec. 31, 2022 ILS (₪) shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2022 ₪ / shares
Commitments, Guarantees, Charges and Contingent Liabilities (Details) [Line Items]
Pledge charge amounts											$ 1,575,000		$ 1,219,000
Aggregate amount											1,882,000
Bank deposit											3,002,000
Customers and suppliers											1,882,000
Revenue							$ 250,000,000	₪ 800,000			79,743,000		32,520,000	$ 38,000
Percentage of ordinary price									35.00%
Total damages											70,000,000	₪ 229,000
Reduced claimed amount (in New Shekels) \| ₪			₪ 229,440
Damage claim amount
Compensation amount											25,000,000
Principal amount													$ 12,000,000
Minimum closing cash amount											50,000,000
Cumulative amount											350,000,000
Percentage of committed to pay fee amount										5.00%
Warrants to purchase shares percentage										5.00%
Commission funds											$ 105,000	₪ 375
Purchase warrants (in Shares) \| shares											4,076,923	4,076,923
Additional amount											$ 70,000,000
Marketing budget											$ 280,000,000
Non-refundable fee percentage											5.00%	5.00%
Cash payments											$ 4,200,000
Warrant exercise price (in New Shekels per share) \| ₪ / shares															₪ 4.81
Exercise price (in New Shekels per share) \| ₪ / shares															₪ 4.81
Warrant exercisable period											4 years	4 years
Payment to commission						$ 50,000,000
Total service amount											$ 140,000,000
Nonadjusting Events After Reporting Period [Member]
Commitments, Guarantees, Charges and Contingent Liabilities (Details) [Line Items]
Loss Contingency damages value increased amount (in New Shekels) \| ₪					₪ 64,000
Additionally total amount	$ 2,200,000
Converted price per share (in Dollars per share) \| $ / shares	$ 10
Purchase of ordinary shares value	$ 20,000,000
Payment to commission				$ 50,000,000
A-Labs Agreement [Member]
Commitments, Guarantees, Charges and Contingent Liabilities (Details) [Line Items]
Commission funds											$ 4,200,000
Bottom of Range [Member]
Commitments, Guarantees, Charges and Contingent Liabilities (Details) [Line Items]
Damage claim amount \| ₪			5,440
Top of Range [Member]
Commitments, Guarantees, Charges and Contingent Liabilities (Details) [Line Items]
Damage claim amount \| ₪			₪ 1,480

Equity (Details) ₪ / shares in Units, $ / shares in Units, ₪ in Thousands, $ in Thousands				1 Months Ended														12 Months Ended
	Apr. 05, 2012 USD ($)	Apr. 05, 2012 ILS (₪)	Apr. 04, 2012 shares	Mar. 31, 2023	Oct. 31, 2022 USD ($) $ / shares shares	Oct. 31, 2022 USD ($) ₪ / shares shares	Sep. 30, 2022 $ / shares shares	May 31, 2022 USD ($) $ / shares shares	May 31, 2022 ILS (₪) ₪ / shares shares	Feb. 28, 2022 USD ($) $ / shares shares	Feb. 28, 2022 ILS (₪) ₪ / shares shares	May 31, 2021 $ / shares	May 31, 2021 ₪ / shares	May 27, 2021 USD ($) shares	May 27, 2021 ILS (₪) shares	Feb. 29, 2020 USD ($) $ / shares shares	Feb. 29, 2020 ILS (₪) ₪ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2022 ILS (₪) ₪ / shares shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2021 ILS (₪) shares	Dec. 31, 2020 USD ($)	Oct. 31, 2022 ILS (₪) shares	Sep. 30, 2022 ₪ / shares shares	May 31, 2022 ₪ / shares shares
Equity (Details) [Line Items]
Effective equity description				the Company’s shares split in a ratio of 1:0.712434.
Total shares					911,916	911,916	431,210	2,030,658						4,866,668	4,866,668								911,916	431,210	2,030,658
Ordinary share					1	1	1	1	1	1	1					820,000	820,000
Non-marketable share																696,999	696,999
Exercisable ordinary share																1	1	31,784,655	31,784,655
Share Option																1	1
Exercise price per share \| (per share)								$ 2.39	₪ 8.42	$ 2.03	₪ 7.44	$ 0.81	₪ 2.98			$ 0.31	₪ 1.14
Total invested	$ 253	₪ 946														$ 459	₪ 1,583
Investors to purchase														24,333,358	24,333,358
Ordinary shares issued														19,466,690	19,466,690
Gross issue proceeds totaled														$ 40,291	₪ 130,864
Issue costs amounted														$ 5,720	₪ 18,473
Buyback shares																				860,036	860,036
Shareholders in return																				$ 1,230	₪ 3,950
Investors shares										6,885,626	6,885,626
Warrant shares										1	1
Purchase of ordinary shares			65,771							6,885,626	6,885,626
Ordinary shares warrants										6,885,626	6,885,626
Gross proceeds amount										$ 14,731	₪ 46,682
Issuance cost (in Dollars) \| $								$ 391		$ 3,400								$ 73,297		$ 27,424
Share warrants					1	1	1	1.5	1.5
Exercise price per share \| (per share)							$ 2.41	$ 2.76																₪ 8.8	₪ 10.11
Aggregate amount								$ 5,000	₪ 17,000									$ 1,000	₪ 3,500
Exercise price per shares (in Dollars per share) \| $ / shares							12.64
Share price \| (per share)							$ 2.32																	₪ 8
Commission received percentage																		5.00%	5.00%
Warrants to ordinary shares issued																		30,263	30,263
Investment agreement shares					911,916	911,916																	911,916
Share price \| (per share)					$ 2.47	₪ 8.63												$ 1.66	₪ 6.09
Exercise price per share \| (per share)					$ 2.6	₪ 9.49
Aggregate amount raised through private offering					$ 2,250	₪ 2,250																	₪ 7,900
Repayment of additional interest					10.00%	10.00%
Provident Funds Ltd [Member]
Equity (Details) [Line Items]
Ordinary share																1	1
Warrant reserve [member]
Equity (Details) [Line Items]
Commission from investment (in Dollars) \| $																		$ 50

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of computation of net loss per share

Details of the number of shares and loss used in the computation of net loss per share

	Year ended December 31,
	2022					2021							*)2020
	Weighted number of shares		Net loss attributable to equity holders of the Company			Weighted number of shares		Net loss attributable to equity holders of the Company			Weighted number of shares		Net loss attributable to equity holders of the Company
	In thousands		USD in thousands			In thousands		USD in thousands			In thousands		USD in thousands
	Number of shares

Number of shares and net loss used in computation of basic net loss		85,289		(81,595	)		77,506		(13,232	)		36,334		(2,760	)
Effect of potentially dilutive Ordinary shares		-		-			-		-			-		-

Used in the computation of diluted net loss		85,289		(81,595	)		77,506		(13,232	)		36,334		(2,760	)

Retroactively adjusted to reflect the accounting treatment of a reverse acquisition, see Note 1b.

Share-Based Payment (Details) - Schedule of total equity-based compensation expense - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Schedule of Total Equity-Based Compensation Expense [Abstract]
Cost of revenues	$ 206
Research and development expenses	603	3,122
Sales and marketing expenses	1,504	2,775
General and administrative expenses (see also Note 18f)	8,203
Total share-based compensation expense	$ 10,516	$ 5,897

Other Long Term Liabilities (Details) - Schedule of government grants - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Government Grants [Abstract]
Balance at beginning	$ 961	$ 536
Initial consolidation of subsidiaries		738
Grants received during the year	77	202
Liability revaluation	251	(515)
Balance at ending	$ 1,289	$ 961

Other Long Term Liabilities (Details) - Schedule of presented in the statement of financial position - Long Term Liabilities [Member] - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Other Long Term Liabilities (Details) - Schedule of presented in the statement of financial position [Line Items]
In current liabilities	$ 402	$ 194
In non-current liabilities	887	767
Total	$ 1,289	$ 961

Short Term Loan (Details) - Schedule of composition - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Short Term Loan [Abstract]

Short-term loan

^{[1],[2],[3],[4],[5],[6]}

$ 13,417

$ 10,195

Accrued interest

Current maturities of long-term loan

1,084

Total short term loan

$ 13,432

$ 11,279

[1]	Loan received in August 2022, by Aginix, with an original principal amount of NIS 500 thousand (USD 151 thousand) and repayable in 12 instalments from September 2022. The loan bearing interest of Prime + 4.85%. As of December 31, 2022 the remaining principal amount is USD 95 thousand.
[2]	Loan received in July 2020, by Comsec Ltd (fully owned subsidiary), with an original principal amount of NIS 5,000 thousand (USD 1,452 thousand), bearing annual interest of 6.25% and repayable in 24 instalments from July 2022. As of December 31, 2022 the remaining principal amount is USD 1,258 thousand.
[3]	Loan received in September 2021, by Comsec Ltd (fully owned subsidiary), with an original principal amount of NIS 6,000 thousand (USD 1,934 thousand) and repayable in two annual instalments from September 2023, linked and bearing annual interest of Prime (Bank of Israel intrabank plus 1.5%) + 1.95%. As of December 31, 2022 the remaining principal amount is USD 1,705 thousand.
[4]	Loan received in September 2021, by Comsec Ltd (fully owned subsidiary), with an original principal amount of NIS 980 thousand (USD 309 thousand), unlinked and bearing annual interest of Prime (Bank of Israel intrabank) + 1.5%. As of December 31, 2022 the remaining principal amount is USD 184 thousand.
[5]	Loan received on December 15, 2022 , by Comsec Ltd (fully owned subsidiary), with an original principal amount of NIS 1,708 thousand (USD 500 thousand), bearing interest of 8.75% and repayable in 1 instalment on February 2023. As of December 31, 2022 the remaining principal amount is USD 485 thousand.
[6]	On-call loans received by Comsec, in an aggregate principal amount of NIS 34,106 thousand (USD 9,692 thousand). As of December 31, 2022 the remaining principal amount is USD 9,690 thousand.

Consolidated Statements of Cash Flows - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Cash flows from operating activities:

Net loss

$ (80,000)

$ (13,623)

$ (2,760)

Adjustments to the profit or loss items:

Finance expenses, net

896

312

Depreciation and amortization

7,791

1,853

Impairment of Goodwill and Intangible assets

23,356

Change in employee benefit liabilities, net

(364)

(94)

Change in deferred tax liabilities

(1,059)

Cost of share-based payment

10,516

5,897

Adjustments to the profit or loss items

41,136

8,026

120

Changes in asset and liability items:

Increase in trade receivables

(1,453)

(6,969)

(3)

Decrease (increase) in other accounts receivable

2,462

(3,463)

(2)

Decrease in receivables for construction contracts

682

Increase (decrease) in trade payables

544

8,879

(30)

Increase in inventories

(288)

(1,195)

Change in balances of government grants

(186)

(13)

Increase (decrease) in other accounts payable

15,216

2,884

(163)

Total Changes in asset and liability

16,481

632

(211)

Cash paid and received during the year for:

Interest paid, net

(806)

(315)

(8)

Taxes paid

(243)

Cash paid and received during the year

(1,049)

(315)

(8)

Net cash used in operating activities

(23,432)

(5,280)

(2,859)

Cash flows from investing activities:

Investment in restricted bank deposit

(660)

(202)

Investment in restricted cash

140

(210)

Change in long-term deposits

(3,096)

Purchase of property and equipment

(624)

(453)

(20)

Assets acquisition

(5,405)

Reverse acquisition

605

Acquisition of newly consolidated subsidiary

(12,626)

Net cash used in investing activities

(6,549)

(15,982)

(20)

Cash flows from financing activities:

Issue of shares, net of issuance expenses

18,836

34,571

1,963

Repayment of lease liabilities

(1,230)

Short-term loans, net

1,780

615

(2,065)

(1,079)

(56)

Receipt on account of issuance of shares

2,251

Dividend distribution to non-controlling interests

(95)

Exercise of options and warrants

1,086

Government grants

202

406

Repayment of long-term loans

(1,210)

(376)

Net cash provided by financing activities

20,660

32,703

2,313

Exchange rate differences on cash and cash equivalents

(659)

1,271

Increase (decrease) in cash and cash equivalents

(9,980)

12,712

(470)

Cash and cash equivalents at the beginning of the year

13,974

^[1]

1,262

1,732

Cash and cash equivalents at the end of the year

3,994

13,974

^[1]

1,262

Non-cash transactions:

Right-of-use asset and liability

1,306

5,542

Assets acquisition

4,796

Employee benefit assets and liabilities

121

Reclassification of deferred issuance cost to equity

1,717

The subsidiary’s assets and liabilities on acquisition date:

Goodwill

16,198

22,617

^[1]

Deferred tax asset

3,469

^[1]

(13,771)

(14,994)

^[1]

Other payables

(13,771)

(14,994)

The subsidiary’s assets and liabilities on acquisition date:

2,397

991

^[1]

Equity

$ 17,119

34,571

Reverse acquisition

Restricted bank deposit

859

Other accounts receivable

10,480

2,703

Construction contracts

682

489

2,657

14,494

7,093

1,688

Liabilities for government grants

(1,985)

(727)

(1,775)

(5,380)

(108)

(352)

Lease liability

(2,657)

(772)

Total net cash deriving from reverse acquisition

(1,427)

Equity

(26,568)

606

Initial consolidation of Comsec

The subsidiary’s assets and liabilities on acquisition date:

Other accounts receivable

7,735

614

644

267

2,381

17,057

16,220

1,720

(2,729)

(9,894)

(4,101)

(1,130)

(4,063)

(2,381)

Share capital and premium

(59)

(9,655)

Total net cash paid for the acquisition

$ 12,626

[1]	Adjusted retroactively to reflect the effect of the change in the Company’s purchase price allocation during the 12-month measurement period. See Note 1g below.

Consolidated Statements of Changes in Equity - USD ($)
$ in Thousands

Share capital and premium

Treasury shares

Share options

Warrants payable

Reserve for share-based payment transactions

Reserve for remeasurement of defined benefit plan

Foreign currency translation adjustments

Accumulated deficit

Total

Non- controlling interests

Total

Balance beginning at Dec. 31, 2019

$ 2,784

$ 9

$ (1,455)

$ 1,338

Net income (loss)

(2,760)

Total other comprehensive income (loss)

112

Issue of shares and options, less issuance expenses of USD 22

1,963

Balance ending at Dec. 31, 2020

4,747

121

(4,215)

653

Net income (loss)

(13,232)

(391)

(13,623)

Total other comprehensive income (loss)

(608)

2,513

1,905

(44)

1,861

Total comprehensive income (loss)

(608)

2,513

(13,232)

(11,327)

(435)

(11,762)

Reverse acquisition (Note 5)

21,789

1,102

3,677

26,568

1,426

27,994

Issuance of shares and options, net of issuance expenses (Note 20)

34,571

Initial consolidation of subsidiaries (Note 5)

9,655

Cost of share-based payment

(1,230)

5,897

Balance ending at Dec. 31, 2021

70,762

(1,230)

1,102

9,574

(608)

2,634

(17,447)

64,787

991

65,778

^[1]

Net income (loss)

(81,595)

1,595

(80,000)

Total other comprehensive income (loss)

(154)

(5,346)

(5,500)

(94)

(5,594)

Total comprehensive income (loss)

(154)

(5,346)

(81,595)

(87,095)

1,501

(85,594)

Warrants exercise

451

(81)

370

Options exercise

2,553

(1,837)

716

Extension of options to equity holders of the Company (Note 18f)

(5,102)

5,102

Dividend to non-controlling interests

(95)

Issuance of shares and options, net of issuance expenses (Note 20)

12,956

4,087

17,119

Cost of share-based payment

10,516

Balance ending at Dec. 31, 2022

$ 81,620

$ (1,230)

$ 10,291

$ 76

$ 18,172

$ (762)

$ (2,712)

$ (99,042)

$ 6,413

$ 2,397

$ 8,810

[1]	Adjusted retroactively to reflect the effect of the change in the Company’s purchase price allocation during the 12-month measurement period. See Note 1g below.

Other Accounts Payable (Tables)

12 Months Ended

Dec. 31, 2022

Other Accounts Payable [Abstract]

Schedule of other accounts payable

	December 31,
	2022		2021
	USD in thousands
Employees and payroll accruals		5,797		3,624
Accrued vacation pay		1,510		1,406
Government authorities		1,997		798
Accrued expenses		12,636		3,195
Current liability of government grants		402		194
Liability on account of shares issuance		2,289		-
Other		691		445
		25,322		9,662

Leases

12 Months Ended

Dec. 31, 2022

Leases [Abstract]

LEASES

NOTE 10:-

LEASES

Disclosures for leases in which the Company acts as lessee:

The Group companies have entered into leases of buildings and motor vehicles which are used for their ongoing operations.

The Company’s leases of buildings have a lease term of 2-10 years whereas leases of motor vehicles have lease terms of 3-4 years.

Information on leases:

	Year ended December 31,
	2022		2021		2020
	USD in thousands

Interest expense on lease liabilities		258		210		5
Expenses on short-term leases		-		-		52
Total cash outflow for leases		2,240		1,175		57

Lease extension and termination options:

The Company has leases that include both extension and termination options. These options provide flexibility in managing the leased assets and align with the Company’s business needs.

The Company exercises significant judgement in deciding whether it is reasonably certain that the extension and termination options will be exercised.

In leases that contain noncancelable lease periods of 3-10 years, the Company did not include in the lease term the exercise of extension options existing in the lease agreements.

In leases of motor vehicles, the Company does not include in the lease term the exercise of extension options since the Company does not ordinarily exercise options that extend the lease period beyond five years (without the extension option).

Disclosures in respect of right-of-use assets, net:

2022

	Office lease			Motor Vehicles			Total
	USD in thousands
Cost:

Balance as of January 1, 2022		7,510			1,262			8,772
Additions during the year:
New leases		243			711			954
Adjustments arising from indexation		379			-			379
Adjustments arising from translating financial statements from functional currency to presentation currency		(901	)		(179	)		(1,080	)

Balance as of December 31, 2022		7,231			1,794			9,025

Accumulated depreciation:

Balance as of January 1, 2022		168			369			537
Additions during the year:
Depreciation in the year		1,445			695			2,140
Adjustments arising from translating financial statements from functional currency to presentation currency		(85	)		(74	)		(159	)

Balance as of December 31, 2022		1,528			990			2,518

Depreciated cost as of December 31, 2022		5,703			804			6,507

2021

	Office lease			Motor Vehicles		Total
	USD in thousands
Cost:

Balance as of January 1, 2021		168			-		168
Additions during the year:
Initial consolidation of subsidiaries		3,790			1,248		5,038
New leases		5,542			-		5,542
Disposals during the year:
Terminated leases		(2,211	)		-		(2,211	)
Adjustments arising from translating financial statements from functional currency to presentation currency and indexation		221			14		235

Balance as of December 31, 2021		7,510			1,262		8,772

Accumulated depreciation:

Balance as of January 1, 2021		84			-		84
Additions during the year:
Depreciation in the year		214			355		569
Disposals during the year:
Terminated leases		(136	)		-		(136	)
Adjustments arising from translating financial statements from functional currency to presentation currency		6			14		20

Balance as of December 31, 2021		168			369		537

Depreciated cost as of December 31, 2021		7,342			893		8,235

As for an analysis of maturity dates of lease liabilities, see Note 16c below.

The Company has leases of motor vehicles for a period of up to 12 months and low value leases of office furniture. The Company applies the practical expedient in IFRS 16 in respect of these leases and recognizes lease payments as an expense using the straight-line method over the lease term.

Lease commitments:

In May 2017, the Company entered into a lease of offices in an area of 1,600 sq.m. in the city of Or Yehuda, Israel. The lease is for a period of ten years with an option for extension by another five years. The monthly lease fees are approximately NIS 110 thousand (USD 22 thousand), linked to the CPI of May 2017 with the addition of VAT. The lease period began on April 1, 2018.

In 2019, the Company entered into an agreement for the lease of offices in Tel-Aviv for a period of two years with an option for extension by another two years. In 2022 the Company extended the agreement for two more years. The lease fees are approximately NIS 18 thousand (USD 5 thousand) a month linked to the CPI plus VAT. The lease period began on June 19, 2022 and ended on June 15, 2023.

In 2021, the Company entered into an agreement for the lease of offices in Tel-Aviv for a period of five years with an option for extension by another five years. The lease fees are approximately NIS 300 thousand (USD 93 thousand) a month linked to the CPI month plus VAT. The lease period began on August 15, 2021.

Goodwill and Intangible Assets, Net (Details) - Schedule of composition and movement - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Patents [Member]

Goodwill and Intangible Assets, Net (Details) - Schedule of composition and movement [Line Items]

Goodwill and Intangible Assets, Net (Details) - Schedule of composition and movement [Line Items]

$ 23

$ 13

Goodwill [Member]

Customer Relations order Backlog [Member]

15,710

21,472

Goodwill and Intangible Assets, Net (Details) - Schedule of composition and movement [Line Items]

Goodwill and Intangible Assets, Net (Details) - Schedule of composition and movement [Line Items]

^[1]

465

1,132

Technology [Member]

At cost [Member] | Patents [Member]

29,900

54,609

Goodwill and Intangible Assets, Net (Details) - Schedule of composition and movement [Line Items]

Adjustments arising from translating financial statements from functional currency to presentation currency

(1)

At cost [Member] | Goodwill [Member]

Goodwill and Intangible Assets, Net (Details) - Schedule of composition and movement [Line Items]

22,273

Adjustments arising from translating financial statements from functional currency to presentation currency

22,092

(2,603)

169

20,823

22,273

9,453

At cost [Member] | Customer Relations order Backlog [Member]

(8,300)

Goodwill and Intangible Assets, Net (Details) - Schedule of composition and movement [Line Items]

^[1]

1,207

Adjustments arising from translating financial statements from functional currency to presentation currency

^[1]

1,221

^[1]

(143)

(14)

^[1]

1,126

1,207

^[1]

500

At cost [Member] | Technology [Member]

^[1]

(438)

Goodwill and Intangible Assets, Net (Details) - Schedule of composition and movement [Line Items]

55,492

Adjustments arising from translating financial statements from functional currency to presentation currency

54,864

(6,419)

597

35,683

55,492

9,966

Accumulated amortization [Member] | Patents [Member]

(23,356)

Goodwill and Intangible Assets, Net (Details) - Schedule of composition and movement [Line Items]

Adjustments arising from translating financial statements from functional currency to presentation currency

^[2]

Accumulated amortization [Member] | Goodwill [Member]

Goodwill and Intangible Assets, Net (Details) - Schedule of composition and movement [Line Items]

801

Adjustments arising from translating financial statements from functional currency to presentation currency

^[2]

4,723

637

(411)

162

^[1]

Accumulated amortization [Member] | Customer Relations order Backlog [Member]

5,113

801

Goodwill and Intangible Assets, Net (Details) - Schedule of composition and movement [Line Items]

^[1]

Adjustments arising from translating financial statements from functional currency to presentation currency

^[1],[2]

623

(37)

^[1]

Accumulated amortization [Member] | Technology [Member]

^[1]

661

Goodwill and Intangible Assets, Net (Details) - Schedule of composition and movement [Line Items]

883

Adjustments arising from translating financial statements from functional currency to presentation currency

^[2]

5,348

714

(448)

162

Financial Instruments (Tables) [Line Items]

$ 5,783

$ 883

[1]	Technology and supplier relationships amortization expenses are classified in the statement of profit or loss under cost of sales expenses. Patents amortization expenses are classified in the statement of profit or loss under General and administrative expenses.
[2]	Customer relations, order backlog and brand amortization expenses are classified in the statement of profit or loss under sales and marketing expenses.

Share-Based Payment (Details) ₪ / shares in Units, $ / shares in Units, ₪ in Thousands, $ in Thousands	1 Months Ended											12 Months Ended
	May 31, 2022 $ / shares	May 31, 2022 ₪ / shares	Feb. 28, 2022 $ / shares	Feb. 28, 2022 ₪ / shares	Jun. 30, 2021 USD ($) $ / shares shares	Jun. 30, 2021 ILS (₪) ₪ / shares shares	Jun. 21, 2021 shares	May 31, 2021 $ / shares shares	May 31, 2021 ₪ / shares shares	Feb. 29, 2020 $ / shares shares	Feb. 29, 2020 ₪ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2022 ILS (₪) ₪ / shares shares	Dec. 31, 2022 ₪ / shares	Sep. 30, 2022 $ / shares	Sep. 30, 2022 ₪ / shares
Share-Based Payment (Details) [Line Items]
Share options					15,438,867	15,438,867	17,810,853					10,686,512	10,686,512
Options vest percentage					16.66%	16.66%
Share options for share price \| (per share)					$ 1.85	₪ 6.75
Fair value option grant					$ 3,945	₪ 12,773						$ 42	₪ 131
Ordinary shares options					2,371,986	2,371,986		80,930	80,930
Exercise price per share \| (per share)	$ 2.39	₪ 8.42	$ 2.03	₪ 7.44				$ 0.81	₪ 2.98	$ 0.31	₪ 1.14
Ordinary shares available												5,132,196	5,132,196
Share options outstanding												2 years 7 months 20 days	2 years 7 months 20 days
Warrants outstanding												35,795,613	35,795,613
Exercisable ordinary shares										1	1	31,784,655	31,784,655
Par value (in New Shekels per share) \| (per share)															$ 2.32	₪ 8
Average exercise (in Dollars per share) \| $ / shares												$ 4.88
Warrants exercised												130,000	130,000
Ordinary shares												130,000	130,000
Total consideration (in Dollars) \| $												$ 240
Asset purchase agreement (in Dollars) \| $												$ 12,000
RSU cancelled percentage												30.00%	30.00%
Black and Scholes [Member]
Share-Based Payment (Details) [Line Items]
Fair value option grant					$ 447	₪ 1,499
Bottom of range [Member]
Share-Based Payment (Details) [Line Items]
Exercise price per share \| (per share)					$ 0.004	₪ 0.01						$ 0.004	₪ 0.014
Top of Range [Member]
Share-Based Payment (Details) [Line Items]
Exercise price per share \| (per share)					$ 0.12	₪ 0.42						$ 1.84	₪ 6.71

Inventories (Details) - Schedule of inventories - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Schedule of Inventories [Abstract]
Licenses and hardware	$ 939	$ 777
Inventory in transit and in bonded warehouses	961	1,061
Total Inventories	$ 1,900	$ 1,838

Share-Based Payment (Details) - Schedule of number of share options and the weighted average exercise prices - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Number Of Share Options And The Weighted Average Exercise Prices Abstract
Number of options, Share options outstanding at beginning of year	11,391,016	3,094,390
Weighted average exercise price, Share options outstanding at beginning of year	$ 0.69	$ 0.12
Number of options, Share options granted during the year	131,777	8,395,459
Weighted average exercise price, Share options granted during the year	$ 1.86	$ 1.84
Number of options, Share options exercised during the year	1,611,867
Weighted average exercise price, Share options exercised during the year	$ 0.47
Number of options, Share options forfeited during the year	1,446,852	16,472
Weighted average exercise price, Share options forfeited during the year	$ 1.23	$ 0.36
Number of options, Share options expired during the year	187,317	82,361
Weighted average exercise price, Share options expired during the year	$ 0.07	$ 0.004
Number of options, Share options outstanding at end of year	8,276,757	11,391,016
Weighted average exercise price, Share options outstanding at end of year	$ 1.59	$ 1.33
Number of options, Share options exercisable at end of year	7,810,728	4,276,682
Weighted average exercise price, Share options exercisable at end of year	$ 1.65	$ 1.19

Goodwill and Intangible Assets, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jul. 05, 2022
Goodwill and Intangible Assets, Net (Details) [Line Items]
Goodwill	$ 1
Acquired assets		$ 10,000
Additional contingent consideration		$ 12,000
Agreement terms	2 years 6 months
Remaining consideration liability	$ 3,839
Other liabilities	375
Impairment Loss	8,738
Goodwill impairment	$ 368
Discount rate	20.00%
Growth rate	2.00%
Impairment amount	$ 1,879
Long-term growth rate	1.00%
Consulting and Distributions and Dstorm [Member]
Goodwill and Intangible Assets, Net (Details) [Line Items]
Discount rate	17.00%
Growth rate	2.00%
Impairment amount	$ 7,813
Growth rate used to extrapolate cash flows beyond the forecast period [Member]
Goodwill and Intangible Assets, Net (Details) [Line Items]
Impairment amount	$ 1,892
Key Managements Personnel of Entity or Parent [Member]
Goodwill and Intangible Assets, Net (Details) [Line Items]
Discount rate	17.00%
Impairment amount	$ 4,784
key Assumption [Member]
Goodwill and Intangible Assets, Net (Details) [Line Items]
Impairment amount	$ 5,507
Long-term growth rate	1.00%
Professional services CGU [Member]
Goodwill and Intangible Assets, Net (Details) [Line Items]
Impairment amount	$ 4,448
ALD Software [Member]
Goodwill and Intangible Assets, Net (Details) [Line Items]
Discount rate	20.00%
Impairment amount	$ 600
ALD Software [Member] \| Consulting and Distributions and Dstorm [Member]
Goodwill and Intangible Assets, Net (Details) [Line Items]
Impairment amount	$ 1,389

Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2022

Schedule of financial assets at amortized cost

Financial assets at amortized cost:

	December 31,
	2022		2021
	USD in thousands
Trade and other receivables		25,729		32,730
Restricted bank deposit		1,516		1,001
Total current		27,245		33,731
Long-term deposit		3,002		3,416
Total non-current		3,002		3,416

Schedule of other financial liabilities

Other financial liabilities:

Other financial liabilities at amortized cost:
Bank loan (1)	13,432	15,078
Trade payables	13,771	14,994
Other accounts payable	25,322	9,662
Liabilities for government grants	1,289	961
Total other financial liabilities at amortized cost	53,814	40,695

Total current	52,927	36,129
Total non-current	887	4,566

(1)

The interest rate is Prime (Bank of Israel intrabank plus 1.5%) + 0.7%-2.1%.

Cash and Cash Equivalents (Details) - Schedule of cash and cash equivalents - Cash and Cash Equivalents [Member] - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Cash and Cash Equivalents (Details) - Schedule of cash and cash equivalents [Line Items]
Cash and cash equivalents in NIS	$ 3,112	$ 13,233
Cash and cash equivalents in USD	765	442
Cash and cash equivalents in Euro	104	278
Cash and cash equivalents in other currency	13	21
Total Cash and Cash Equivalents	$ 3,994	$ 13,974

Additional Information to Profit or Loss Items (Tables)

12 Months Ended

Dec. 31, 2022

Additional Information to Profit or Loss Items [Abstract]

Schedule of additional information to profit or loss

		Year ended December 31,
		2022			2021		2020
			USD in thousands
a.	Cost of sales and services:

	Salaries and related expenses		29,972			11,506		-
	Subcontractors and consultants		12,980			8,658		-
	Depreciation and amortization		1,659			372		-
	Material		27,663			6,399
	Impairment expenses		438			-		-
	Other		585			489		-

			73,297			27,424		-

b.	Research and development expenses:

	Salaries and related expenses		5,201			5,468		1,236
	Other		406			328		318

			5,607			5,796		1,554
	Less – government grants		(33	)		-		(131	)

			5,574			5,796		1,423

c.	Sales and marketing expenses:

	Salaries and related expenses		9,086			2,000		-
	Advertising and public relations		318			38		-
	Depreciation, amortization and impairment		12,688			727		-
	Other		708			9		-

			22,800			2,774		-

d.	General and administrative expenses:

	Salaries and related expenses		16,290			4,865		386
	Depreciation and amortization		1,744			886		83
	Office Maintenance		1,411			303		84
	Consulting		16,629			1,149		322
	Legal expenses		2,157			412		25
	Impairment expenses		14,618			-		-
	Audit and accounting		1,418			249		28
	Other		3,312			1,503		361

			57,579			9,367		1,289

		Year ended December 31,
		2022		2021		2020
		USD in thousands
e.	Finance income and expenses:

	Finance income:

	Gain from exchange rate differences		19		-		-
	Interest income		450		5		13

			469		5		13
	Finance expenses:

	Loss from exchange rate differences		-		106		86
	Bank fees		145		107		8
	Interest expenses		1,556		104		5

			1,701		317		99

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Significant Accounting Policies [Abstract]

Schedule of amortization periods of the right-of-use assets

Following are the amortization periods of the right-of-use assets by class of underlying asset:

	Years	Mainly

Office lease	2 - 10	5
Vehicles	3 - 4	3

Schedule of straight-line basis over the useful life

Depreciation is calculated on a straight-line basis over the useful life of the assets at annual rates as follows:

	%		Mainly %

Motor vehicles		15 - 20		15
Office furniture and equipment		6 - 20		6
Computers and peripheral equipment		33
Leasehold improvements		See below

Schedule of useful life of intangible assets

The useful life of intangible assets is as follows:

	Years

Patents		10
Customer relations		3.5 - 10
Order backlog		1
Technology		2-4

Financial Instruments (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
Financial Instruments (Details) - USD ($) $ in Thousands	Oct. 24, 2022	Dec. 31, 2022	Dec. 31, 2021
Financial Instruments (Details) [Line Items]
Interest rate		11.50%	11.50%
Cash and cash equivalents amount		$ 3,994
Warrant issued (in Shares)	19,397,410
Warrant increase amount		10,458
Warrant total amount		5,102
Investor and employee amount		$ 5,356
Warrant [Member]
Financial Instruments (Details) [Line Items]
Warrant issued (in Shares)	10,102,524
Israel [Member]
Financial Instruments (Details) [Line Items]
Interest rate		1.50%
Top of range [Member] \| Israel [Member]
Financial Instruments (Details) [Line Items]
Interest rate		0.70%
Bottom of range [Member] \| Israel [Member]
Financial Instruments (Details) [Line Items]
Interest rate		(2.10%)

Leases (Details) - Schedule of right-of-use assets, net - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cost [Member]
Leases (Details) - Schedule of right-of-use assets, net [Line Items]
Beginning balance	$ 8,772	$ 168
Additions during the year:
Initial consolidation of subsidiaries		5,038
New leases	954	5,542
Adjustments arising from indexation	379
Terminated leases		(2,211)
Adjustments arising from translating financial statements from functional currency to presentation currency and indexation	(1,080)	235
Ending balance	9,025	8,772
Accumulated depreciation [Member]
Leases (Details) - Schedule of right-of-use assets, net [Line Items]
Beginning balance	537	84
Additions during the year:
Depreciation in the year	2,140	569
Terminated leases		(136)
Adjustments arising from translating financial statements from functional currency to presentation currency and indexation	(159)	20
Ending balance	2,518	537
Depreciated cost as of December 31, 2022	6,507	8,235
Office lease [Member] \| Cost [Member]
Leases (Details) - Schedule of right-of-use assets, net [Line Items]
Beginning balance	7,510	168
Additions during the year:
Initial consolidation of subsidiaries		3,790
New leases	243	5,542
Adjustments arising from indexation	379
Terminated leases		(2,211)
Adjustments arising from translating financial statements from functional currency to presentation currency and indexation	(901)	221
Ending balance	7,231	7,510
Office lease [Member] \| Accumulated depreciation [Member]
Leases (Details) - Schedule of right-of-use assets, net [Line Items]
Beginning balance	168	84
Additions during the year:
Depreciation in the year	1,445	214
Terminated leases		(136)
Adjustments arising from translating financial statements from functional currency to presentation currency and indexation	(85)	6
Ending balance	1,528	168
Depreciated cost as of December 31, 2022	5,703	7,342
Motor Vehicles [Member] \| Cost [Member]
Leases (Details) - Schedule of right-of-use assets, net [Line Items]
Beginning balance	1,262
Additions during the year:
Initial consolidation of subsidiaries		1,248
New leases	711
Adjustments arising from indexation
Terminated leases
Adjustments arising from translating financial statements from functional currency to presentation currency and indexation	(179)	14
Ending balance	1,794	1,262
Motor Vehicles [Member] \| Accumulated depreciation [Member]
Leases (Details) - Schedule of right-of-use assets, net [Line Items]
Beginning balance	369
Additions during the year:
Depreciation in the year	695	355
Terminated leases
Adjustments arising from translating financial statements from functional currency to presentation currency and indexation	(74)	14
Ending balance	990	369
Depreciated cost as of December 31, 2022	$ 804	$ 893

Other Accounts Payable

12 Months Ended

Dec. 31, 2022

Other Accounts Payable [Abstract]

OTHER ACCOUNTS PAYABLE

NOTE 15:-

OTHER ACCOUNTS PAYABLE

	December 31,
	2022		2021
	USD in thousands
Employees and payroll accruals		5,797		3,624
Accrued vacation pay		1,510		1,406
Government authorities		1,997		798
Accrued expenses		12,636		3,195
Current liability of government grants		402		194
Liability on account of shares issuance		2,289		-
Other		691		445
		25,322		9,662

Goodwill and Intangible Assets, Net (Details) - Schedule of the goodwill and the intangible assets ₪ in Thousands, $ in Thousands			12 Months Ended
	May 31, 2017 USD ($)	May 31, 2017 ILS (₪)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 ILS (₪)	Dec. 31, 2019 USD ($)	Dec. 31, 2019 ILS (₪)
Goodwill and Intangible Assets, Net (Details) - Schedule of the goodwill and the intangible assets [Line Items]
Professional Services	$ 22	₪ 110	$ 12,147	$ 93	₪ 300	$ 5	₪ 18
ALD Software			1,371
Dstorm			2,428
Consulting and Distribution			13,954
Total			29,900
Patents [Member]
Goodwill and Intangible Assets, Net (Details) - Schedule of the goodwill and the intangible assets [Line Items]
Professional Services			23
ALD Software
Dstorm
Consulting and Distribution
Total			23
Goodwill [Member]
Goodwill and Intangible Assets, Net (Details) - Schedule of the goodwill and the intangible assets [Line Items]
Professional Services			6,720
ALD Software			1,284
Dstorm			1,963
Consulting and Distribution			3,735
Total			13,702
Technology [Member]
Goodwill and Intangible Assets, Net (Details) - Schedule of the goodwill and the intangible assets [Line Items]
Professional Services
ALD Software
Dstorm			465
Consulting and Distribution
Total			465
Customer relationship, Suppliers relationship and Backlog [Member]
Goodwill and Intangible Assets, Net (Details) - Schedule of the goodwill and the intangible assets [Line Items]
Professional Services			5,404
ALD Software			87
Dstorm
Consulting and Distribution			10,219
Total			$ 15,710

Taxes on Income (Details) - Schedule of taxes on income included in profit or loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Schedule of Taxes on Income Included In Profit or Loss [Abstract]
Current taxes	$ 131	$ 412
Deferred taxes	(1,002)	58
Tax previous years	132
Total	$ (739)	$ 470

Disclosure of New Standards in The Period Prior To Their Adoption

12 Months Ended

Dec. 31, 2022

Disclosure of New Standards in the Period Prior to Their Adoption [Abstract]

DISCLOSURE OF NEW STANDARDS IN THE PERIOD PRIOR TO THEIR ADOPTION

NOTE 4:-

DISCLOSURE OF NEW STANDARDS IN THE PERIOD PRIOR TO THEIR ADOPTION

Amendment to IAS 1, “Presentation of Financial Statements”:

In January 2020, the IASB issued an amendment to IAS 1, “Presentation of Financial Statements” (“the Amendment”) regarding the criteria for determining the classification of liabilities as current or non-current.

The Amendment includes the following clarifications:

	●	What is meant by a right to defer settlement;

	●	That a right to defer must exist at the end of the reporting period;

	●	That classification is unaffected by the likelihood that an entity will exercise its deferral right;

	●	Disclosure requirements for liabilities subject to examination of covenants within 12 months after the reporting date, such as disclosure regarding the nature of the covenants, the date on which they are required to be met, as well as facts and circumstances indicating that an entity will have difficulty meeting the covenants.

	●	That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification.

The Amendment is effective for annual periods beginning on or after January 1, 2023 and must be applied retrospectively. Early application is permitted.

The Company is evaluating the possible impact of the Amendment but is presently unable to assess such effect, if any, on the financial statements.

Furthermore, on February 2021, the IASB issued another amendment to IAS 1 and IFRS Practice Statement 2 (“the Amendments”) regarding the disclosure of accounting policies.

The Amendment requires entities to disclose their material rather than their significant accounting policies. The amendments define what is ‘material accounting policy information’ and explain how to identify when accounting policy information is material. They further clarify that immaterial accounting policy information does not need to be disclosed. If it is disclosed, it should not obscure material accounting information.

These amendments should be applied for annual periods beginning on or after January 1, 2023. Earlier application is permitted (subject to any local endorsement process). The amendments should be applied prospectively.

Amendment to IAS 12, “Income Taxes”:

On May 2021, the IASB issued an amendment to IAS 12, “Income Taxes” (“the Amendment”) regarding deferred tax related to assets and liabilities arising from a single transaction.

The Amendment requires recognition of deferred tax on transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. The proposed amendments will typically apply to transactions such as leases for the lessee and decommissioning obligations and will require the recognition of additional deferred tax assets and liabilities.

The Amendment is effective for annual periods beginning on or after January 1, 2023 and must

be applied retrospectively. Early application is permitted. The Amendment is not expected to have a material effect on the Company’s financial statements.

Amendment to IAS 8, “Accounting Policies, Changes in Accounting Estimates and Errors”:

On February 2021, the IASB issued an amendment to IAS 8, “Accounting Policies, Changes in Accounting Estimates and Errors” (“the Amendment”) regarding the definition of accounting estimates.

The Amendment clarifies how companies should distinguish changes in accounting policies from changes in accounting estimates. The distinction is important, because changes in accounting estimates are applied prospectively to future transactions and other future events, whereas changes in accounting policies are generally applied retrospectively to past transactions and other past events as well as the current period.

The Amendment is effective for annual periods beginning on or after January 1, 2023 and must be applied retrospectively. Early application is permitted. The Amendment is not expected to have a material effect on the Company’s financial statements.

Investments in Investees (Details) ₪ in Thousands, $ in Thousands										1 Months Ended			12 Months Ended
	Sep. 27, 2017	Apr. 20, 2016	Apr. 05, 2012 USD ($)	Apr. 05, 2012 ILS (₪)	Apr. 04, 2012 USD ($) shares	Jul. 01, 2010 shares	May 26, 2010 USD ($)	May 26, 2010 ILS (₪)	Dec. 28, 2007	Feb. 28, 2022 shares	Feb. 29, 2020 USD ($)	Feb. 29, 2020 ILS (₪)	Dec. 31, 2022
Investments in Investees (Details) [Line Items]
Purchase of ordinary shares (in Shares)					65,771					6,885,626
Percentage of issued and outstanding share capital		46.52%			49.00%	46.52%
Share capital in return (in Dollars) \| $					$ 211
Percentage of voting rights			51.00%	51.00%			60.00%	60.00%
Cash payment			$ 253	₪ 946							$ 459	₪ 1,583
Increased interest, percentage			100.00%	100.00%
Percentage of ordinary shares owned							7.00%	7.00%
Total investment							$ 312	₪ 1,200
Allocated share (in Shares)						174
Percentage of management fees													3.00%
ALD College Ltd. [Member]
Investments in Investees (Details) [Line Items]
Percentage of investment holding													100.00%
ALD Software [Member]
Investments in Investees (Details) [Line Items]
Percentage of investment holding									87.35%
Sensecom Project Consulting [Member]
Investments in Investees (Details) [Line Items]
Percentage of investment holding	49.94%
QPoint [Member]
Investments in Investees (Details) [Line Items]
Percentage of investment holding	50.06%	50.06%					46.52%	46.52%					25.00%
Aginix [Member]
Investments in Investees (Details) [Line Items]
Percentage of investment holding		49.94%
Percentage of management fees													3.00%

Consolidated Statements of Profit or Loss (Parentheticals) - $ / shares

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Diluted net loss per share

^[1]

$ (0.96)

$ (0.12)

$ (0.04)

[1]	Restated due to accounting for reverse split.

Taxes on Income (Details) - Schedule of Composition and movement in deferred taxes - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

In non-current liabilities [Member]

Taxes on Income (Details) - Schedule of Composition and movement in deferred taxes [Line Items]

Balance beginning

^[1]

$ (4,734)

^[1],[2]

(4,714)

Adjustments arising from translating financial statements from functional currency to presentation currency

^[1]

^[1]

(78)

Balance ending

^[1]

(3,432)

(4,734)

As shown on balance sheet

^[1],[3]

(161)

Adjustments arising from translating financial statements from functional currency to presentation currency

^[1]

787

^[1]

515

In non-current assets [Member]

Taxes on Income (Details) - Schedule of Composition and movement in deferred taxes [Line Items]

Balance beginning

^[1]

3,469

^[1],[2]

3,550

Adjustments arising from translating financial statements from functional currency to presentation currency

^[1]

^[1]

(81)

Balance ending

^[1]

3,271

$ 3,469

As shown on balance sheet

^[1],[3]

Adjustments arising from translating financial statements from functional currency to presentation currency

^[1]

215

^[1]

$ (413)

[1]	The deferred taxes are computed at a tax rate of 23%.
[2]	Adjusted retroactively to reflect the effect of the change in the Company’s purchase price allocation during the 12-month measurement period. See Note 1g.
[3]	The deferred tax shown above is not netted off within companies. The balance sheet shows the net position.

Balances and Transactions with Interested and Related Parties (Details) - Schedule of balances with interested and related parties - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Controlling shareholder [Member]
Balances and Transactions with Interested and Related Parties (Details) - Schedule of balances with interested and related parties [Line Items]
Other accounts payable	$ 40	$ 69
Highest balance of current debts during the year		17
Key management personnel [Member]
Balances and Transactions with Interested and Related Parties (Details) - Schedule of balances with interested and related parties [Line Items]
Other accounts payable	$ 25	54
Highest balance of current debts during the year

Business Combinations (Tables)

12 Months Ended

Dec. 31, 2022

Business Combinations [Abstract]

Schedule of fair value of the identifiable assets and liabilities acquisition date

The fair value of the identifiable assets and liabilities of the Company on the acquisition date:

	Fair value
	USD in thousands

Cash and cash equivalents		606
Restricted bank deposit		859
Trade receivables		10,480
Other receivables		2,703
Contract assets		682
Property, plant and equipment		489
Right-of-use assets		2,657
Deferred taxes *		1,688
Intangible assets		7,093

		27,257

Bank credit *		727
Trade payables		1,775
Other payables		5,380
Lease liabilities		2,657
Liabilities for government grants *		352
Deferred tax liability		1,985
Loan from bank		108
Employee benefit liabilities		772

		13,756

Net identifiable assets		13,501

Non-controlling interests		(1,427	)
Goodwill arising on acquisition *		14,494

Total purchase cost		26,568

*	Adjusted retroactively to reflect the effect of the change in the Company’s purchase price allocation during the 12-month measurement period. See Note 1g.

	Fair value
	USD in thousands

Cash and cash equivalents		387
Trade receivables		7,735
Other receivables		614
Inventories		644
Deferred taxes*		1,720
Property, plant and equipment		267
Right-of-use assets		2,381
Intangible assets		16,220

		29,968

Bank credit		9,894
Trade payables		4,101
Other payables		1,130
Deferred tax liability *		2,729
Lease liabilities		2,381
Loan from bank		4,063
Employee benefit liabilities		58

		24,356

Net identifiable assets		5,612

Issue expenses classified to equity		103
Goodwill arising on acquisition *		17,057

Total purchase cost		22,772

Schedule of consideration

Consideration:

	USD in thousands

Shares issued at fair value		23,577
Options issued at fair value		2,991

Total consideration		26,568

	USD in thousands

Cash		13,013
Shares issued at fair value		9,759

Total consideration		22,772

Schedule of cash outflow/inflow on the acquisition

Cash outflow/inflow on the acquisition:

	USD in thousands

Cash and cash equivalents acquired with the acquiree at the acquisition date		606
Cash paid		-

Net cash		606

	USD in thousands

Cash and cash equivalents acquired with the acquiree at the acquisition date		(387	)
Cash paid		13,013

Net cash		12,626

Other Accounts Receivable (Details) - Schedule of other accounts receivables - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Schedule of Other Accounts Receivables [Abstract]
Government authorities	$ 1,127	$ 1,278
Prepaid expenses and advances to suppliers	460	5,542
Other receivables	85	258
Total Other Accounts Receivables	$ 1,672	$ 7,078

Net Loss Per Share (Details) - Schedule of computation of net loss per share - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

^[1]

Schedule of Computation of Net Loss Per Share [Abstract]

Weighted number of shares, Number of shares and net loss used in computation of basic net loss

85,289

77,506

36,334

Net loss attributable to equity holders of the Company, Number of shares and net loss used in computation of basic net loss

$ (81,595)

$ (13,232)

$ (2,760)

Weighted number of shares, Effect of potentially dilutive Ordinary shares

Net loss attributable to equity holders of the Company, Effect of potentially dilutive Ordinary shares

Weighted number of shares, Used in the computation of diluted net loss

85,289

77,506

36,334

Net loss attributable to equity holders of the Company, Used in the computation of diluted net loss

$ (81,595)

$ (13,232)

$ (2,760)

[1]	Retroactively adjusted to reflect the accounting treatment of a reverse acquisition, see Note 1b.

Non-Current Liabilities

12 Months Ended

Dec. 31, 2022

Other Non Current Liabilities Text Block [Abstract]

NON-CURRENT LIABILITIES

NOTE 16:-

NON-CURRENT LIABILITIES

As of December 31, 2022, the Company is not in compliance with the financial covenants described in note 13(a) therefore the loans are classified to Short-Term Loan.

As for charges, see Note 22a below.

Composition of other long-term liabilities:

December 31, 2022

	Effective interest rate		Balance		Balance less current maturities
	%		USD in thousands
Liabilities for government grants		11.5		1,289		887

December 31, 2021

	Effective interest rate		Balance		Balance less current maturities
	%		USD in thousands
Liabilities for government grants		11.5		961		767

The liabilities for government grants are linked to the USD-NIS exchange rate.

The maturity profile of lease liabilities and other long-term liabilities:

December 31, 2022

	First year		Second year		Third year		Fourth year		Fifth year		Sixth year and onwards		Total
	USD in thousands
Lease liabilities		1,472		1,750		1,793		1,007		356		89		6,467
Liabilities for government grants		402		151		135		122		109		370		1,289
Total		1,874		1,901		1,928		1,129		465		459		7,756

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2022

Property Plant And Equipment [Abstract]

Schedule of composition and movement of property, plant and equipment

Composition and movement:

	Motor vehicles			Office furniture and equipment			Computers and peripheral equipment			Leasehold improvements			Total
	USD in thousands
Cost:

Balance as of January 1, 2022		258			291			572			272			1,393
Purchases in the year		1			99			412			373			885
Disposals during the year		(35	)		(121	)		(105	)		-			(261	)
Adjustments arising from translating financial statements from functional currency to presentation currency		(27	)		(34	)		(81	)		(47	)		(189	)

Balance as of December 31, 2022		197			235			798			598			1,828

Accumulated depreciation:

Balance as of January 1, 2022		19			20			180			28			247
Depreciation in the year		38			74			143			54			309
Adjustments arising from translating financial statements from functional currency to presentation currency		(4	)		(5	)		(27	)		(6	)		(42	)

Balance as of December 31, 2022		53			89			296			76			514

Depreciated cost as of December 31, 2022		144			146			502			522			1,314

	Motor vehicles		Office furniture and equipment		Computers and peripheral equipment		Leasehold improvements		Total
	USD in thousands
Cost:

Balance as of January 1, 2021		-		19		92		32		143
Initial consolidation of subsidiaries		71		197		264		223		755
Purchases in the year		177		70		200		6		453
Adjustments arising from translating financial statements from functional currency to presentation currency		10		5		16		11		42

Balance as of December 31, 2021		258		291		572		272		1,393

Accumulated depreciation:

Balance as of January 1, 2021		-		4		45		5		54
Depreciation in the year		18		16		130		22		186
Adjustments arising from translating financial statements from functional currency to presentation currency		1		-		5		1		7

Balance as of December 31, 2021		19		20		180		28		247

Depreciated cost as of December 31, 2021		239		271		392		244		1,146

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Basis of presentation of the financial statements

Basis of presentation of the financial statements:

These financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS” as issued by the International Accounting Standard Board (IASB)).

The Company’s financial statements have been prepared on a cost basis, except for financial instruments measured at fair value through profit or loss.

The Company has elected to present the profit or loss items using the function of expense method.

The operating cycle

The operating cycle:

The Company’s operating cycle is one year.

Consolidated financial statements

Consolidated financial statements:

Business combinations and goodwill

Business combinations and goodwill:

Direct acquisition costs are carried to the statement of profit or loss as incurred.

Deferred Offering Costs

Deferred Offering Costs:

Functional currency, presentation currency and foreign currency

Functional currency, presentation currency and foreign currency:

Functional currency and presentation currency:

	●	Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position.

	●	Income and expenses for each statement of profit or loss and statement of comprehensive loss are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions), and

	●	All resulting exchange differences are recognized in other comprehensive income (loss).

Transactions, assets and liabilities in foreign currency:

Index-linked monetary items:

Cash equivalents

Cash equivalents:

Cash equivalents are considered as highly liquid investments, including unrestricted short-term bank deposits, with an original maturity of three months or less from the date of acquisition.

Restricted cash

Restricted cash:

Restricted cash is placed in a short-term deposit whose original maturity does not exceed three months.

Short-term deposits

Short-term deposits:

Long-term deposits

Long-term deposits:

Revenue recognition

Revenue recognition:

Revenue from rendering of services:

Revenue from software licensing arrangements:

Contract balances:

Amounts received from customers in advance of performance by the Company are recorded as contract liabilities and recognized as revenue in profit or loss when the work is performed.

Determining the transaction Price

Variable consideration

The Company’s contracts with customers include fixed amounts and do not include material variable consideration.

Costs of obtaining a contract:

Inventories:

Purchased merchandise and products are measured by the weighted average cost method.

Government grants

Government grants:

Government grants are recognized when there is a reasonable assurance that the grants will be received and the Company will comply with the attached conditions.

Amounts paid as royalties are recognized as settlement of the liability.

Taxes on income

Taxes on income:

The tax results in respect of current or deferred taxes are recognized in profit or loss, except to the extent that they relate to items which are recognized in other comprehensive income or equity.

Current taxes:

Deferred taxes:

Deferred taxes are computed in respect of temporary differences between the carrying amounts in the financial statements and the amounts attributed for tax purposes.

Leases

Leases:

The Company accounts for a contract as a lease when the contract terms convey the right to control the use of an identified asset for a period of time in exchange for consideration.

The Group as a lessee:

The right-of-use asset is measured applying the cost model and depreciated over the shorter of its useful life and the lease term.

Following are the amortization periods of the right-of-use assets by class of underlying asset:

	Years	Mainly

Office lease	2 - 10	5
Vehicles	3 - 4	3

The Company tests for impairment of the right-of-use asset whenever there are indications of impairment pursuant to the provisions of IAS 36.

Variable lease payments that depend on an index:

On the commencement date, the Company uses the index rate prevailing on the commencement date to calculate the future lease payments.

Lease extension and termination options:

Lease modifications:

Property and equipment

Property and equipment:

Items of property and equipment are measured at cost, including direct acquisition costs, less accumulated depreciation, accumulated impairment losses and excluding day-to-day servicing expenses.

Depreciation is calculated on a straight-line basis over the useful life of the assets at annual rates as follows:

	%		Mainly %

Motor vehicles		15 - 20		15
Office furniture and equipment		6 - 20		6
Computers and peripheral equipment		33
Leasehold improvements		See below

Impairment of non-financial assets

Intangible assets:

intangible assets, excluding capitalized development costs, are recognized in profit or loss when incurred.

Research and development expenditures:

For all the reporting periods, the above criteria have not been met and therefore all development costs have been recognized as an expense in profit or loss.

Patents:

The patents are for a period of ten years with an option for renewal at the end of the period.

The useful life of intangible assets is as follows:

	Years

Patents		10
Customer relations		3.5 - 10
Order backlog		1
Technology		2-4

Gains or losses from the derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the cost of the asset and carried to profit or loss.

Impairment of non-financial assets:

The following criteria are applied in assessing impairment of these specific assets:

Goodwill in respect of subsidiaries:

The Company reviews goodwill for impairment at least once a year, on December 31, or more frequently if events or changes in circumstances indicate that there is an impairment.

Financial instruments

Financial instruments:

Financial assets:

The Company classifies and measures debt instruments in the financial statements based on the following criteria:

The Company’s business model for managing financial assets; and

The contractual cash flow terms of the financial asset.

Debt instruments are measured at amortized cost when:

Impairment of financial assets:

An impairment loss on debt instruments measured at amortized cost is recognized in profit or loss with a corresponding loss allowance that is offset from the carrying amount of the financial asset.

Derecognition of financial assets:

A financial asset is derecognized only when:

The contractual rights to the cash flows from the financial asset has expired; or

Financial liabilities:

Financial liabilities measured at amortized cost:

Financial liabilities measured at fair value through profit or loss:

Derecognition of financial liabilities:

When there is a modification in the terms of an existing financial liability, the Company evaluates whether the modification is substantial.

When evaluating whether the modification in the terms of an existing liability is substantial, the Company considers both quantitative and qualitative factors.

Offsetting financial instruments:

Warrants to ordinary shares:

Fair value measurement

Fair value measurement:

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Level 1	-	quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2	-	inputs other than quoted prices included within Level 1 that are observable directly or indirectly.

Level 3	-	inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data).

Treasury shares

Treasury shares:

Provisions

Provisions:

Following are the types of provisions included in the financial statements:

Legal claims:

Share-based payment transactions

Employee benefit liabilities:

The Group has several employee benefit plans:

Short-term employee benefits:

Post-employment benefits:

The plans are normally financed by contributions to insurance companies and classified as defined contribution plans or as defined benefit plans.

The liability for employee benefits shown in the statement of financial position reflects the present value of the defined benefit obligation less the fair value of the plan assets.

Remeasurements of the net liability are recognized in other comprehensive income in the period in which they occur.

Other long-term employee benefits:

Remeasurements of the net liability are recognized in profit or loss in the period in which they occur.

Share-based payment transactions:

The Company’s employees and other service providers are entitled to remuneration in the form of equity-settled share-based payment transactions.

Equity-settled transactions:

Earnings (loss) per share

Earnings (loss) per share:

Earnings per share are calculated by dividing the net income attributable to equity holders of the Company by the weighted number of Ordinary shares outstanding during the period.

Changes in accounting policies - initial application of new financial reporting and accounting standards and amendments to existing financial reporting and accounting standards:

Annual improvements to IFRS Standards 2018-2020:

IFRS 9, “Financial Instruments”

Equity (Details) - Schedule of interests shares	12 Months Ended
Equity (Details) - Schedule of interests shares	Dec. 31, 2022	Dec. 31, 2021
Schedule of Interests Shares [Abstract]
% of issued share capital	1.00%	1.11%

General (Tables)

12 Months Ended

Dec. 31, 2022

General [Abstract]

Schedule of change on the Company’s financial statements

The effect of the above change on the Company’s financial statements is as follows:

	As previously reported		The change			As presented in these financial statements
	USD in thousands

December 31, 2021:

Goodwill		30,852		1,140			31,992
Liabilities for government grants		1,344		(383	)		961
Deferred tax assets		4,156		(687	)		3,469
Deferred tax liabilities		3,897		837			4,734

Commitments, Guarantees, Charges and Contingent Liabilities

12 Months Ended

Dec. 31, 2022

Commitments And Contingent Liabilities Text Block [Abstract]

COMMITMENTS, GUARANTEES, CHARGES AND CONTINGENT LIABILITIES

NOTE 22:-

COMMITMENTS, GUARANTEES, CHARGES AND CONTINGENT LIABILITIES

Charges:

To secure its liabilities to banks, the Group recorded a floating charge on its entire assets and a fixed charge on share capital and goodwill and all other assets and rights of any type or kind that the Company has or will have in the future. The balance of the amounts pledged under said charge amounts to USD 1,575 thousand as of December 31, 2022 (December 31, 2021 –USD 1,219 thousand) in order to receive guarantees in an aggregate of USD 1,882 thousand.

To secure the liabilities of a subsidiary to banks, the subsidiary recorded a floating charge on its entire assets and funds receivable from customers and pledged a two-year deposit of approximately USD 3,002 thousand in favor of a bank.

The Company also recorded a charge in respect of a mortgage on vehicles, on the entire rights the mortgagers have and will have in the future from insuring the mortgaged vehicle, whether by the mortgagers or by banks, and on any right to compensation or indemnification the mortgagers will have towards a third party.

Moreover, to receive credit by a subsidiary, the Company and the subsidiary recorded a senior charge on the mortgagers’ rights in connection with a contract signed on September 6, 2012 with the Israeli Ministry of Defense as a result of a tender published by the Ministry for the procurement of training courses, including the entire collaterals and guarantees granted to the mortgagers for securing the above rights and all the rights related to said rights.

Guarantees:

As of December 31, 2022, the consolidated statement of financial position includes bank guarantees totaling approximately to USD 1,882 thousand that have been granted to customers and suppliers in connection with tender-based performance contracts and office lease.

Contingent liabilities:

The Company is and may be subject to various legal proceedings, contingencies and claims that arise in the course of business, including some claims from current or former employees, as well as governmental and other regulatory investigations and proceedings. If determined adversely to the Company, then such claims could cause the Company to be subject to fines, penalties, and other contingencies.

There is no pending litigation or proceeding against any of HUB Security’s office holders as to which indemnification is currently being sought, and, except as described below, HUB Security is not aware of any pending or threatened litigation, the outcome of which, the Company believes, if determined adversely to the Company, would individually or taken together have a material adverse effect on its business, operating results, cash flows or financial condition or may result in claims for indemnification by any office holder. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.

The below is a brief summary of the litigation and other proceedings the Company is currently facing:

Insurance reimbursement claim–- During May 2018, a company named Rotem filed to the District Court in Tel Aviv an Insurance reimbursement claim against approximately 16 defendants, with HUB Security being among them, with respect to damages caused by a fire in the plaintiff’s factory. The Company believes that its liability with regards to this claim seems remote and possesses insurance coverage to cover any liabilities that may arise from this case.

Contract Tender Litigation–- On March 29, 2022, two plaintiffs petitioned the District Court in Tel Aviv for certification of a class of plaintiffs in a class action suit against the Company and seven individuals serving as its officers and directors as of such date. The request for certification is based on a delay in HUB’s making a public announcement of the cancellation of a contract tender whose award to HUB had been previously announced. The canceled contract represented revenue to HUB of NIS 800,000 (approximately US$250,000) per year, and HUB’s previous announcement stated that the contract tender would have a material effect on its 2022 financial results. HUB was notified of the cancellation of the award of the tender on the afternoon of Wednesday, March 23, 2022, which was the same day that HUB announced its execution of the Business Combination Agreement. HUB reported the cancellation of the award on Sunday, March 27, 2022. The applicable rules of the Tel Aviv Stock Exchange (TASE) and the Israel Securities Authority, require announcements of this kind to be made not later than the trading day following a company’s receipt of the relevant information. Friday is not a trading day on the TASE, so HUB’s report can be said to have been made one day late. The price of HUB’s ordinary shares on the TASE fell by approximately 35% on March 27, 2022.

The plaintiff’s request to the court cites total damages at NIS 229 million (approximately $70 million). On October 20, 2022, the amount claimed was reduced from NIS 229.44 million to NIS 5.44 million (approximately $1.48 million).

On January 30, 2023, the amount requested was increased to NIS 64 million. On February 2, 2023, a partial judgment was issued in which the motion to withdraw against the directors was approved, leaving the motion pending against the Company and its former Chief Executive Officer only. The court ordered that the answer to the amended approval request be submitted by September 3, 2023. Though the Company believes that the request for certification on this claim will be denied by the court, and that it has strong defenses to any class action that may ultimately be allowed to proceed, there can be no assurance that a court will not find the Company liable for significantly greater amounts. At this stage of the proceedings, it is not possible to assess the chances of the application being accepted or rejected in part or in full. A courts’ finding of significant liability against the Company could negatively affect the Company’s share price and have a material effect on the Company’s business and financial condition.

Request for disclosure of documents according to section 198a of the Companies Law–- On February 12, 2023, a minority shareholder of HUB submitted an application for the discovery of documents according to section 198a of the Companies Law. The applicant claims that HUB has grounds for a lawsuit against the PIPE investors due to their failure to complete the committed PIPE financing in connection with the consummation of the Business Combination, as well as other grounds of claim against the Company’s officers. The applicant claims that he is entitled to receive a series of documents from the Company in order to formulate a request for approval of a derivative claim against those responsible for the alleged damages caused to the Company stemming from the failure of the PIPE financing to be consummated in full. HUB is required to file its response to the application by August 20, 2023. At this early stage of the proceedings, it is not possible to assess the chances of the application being accepted or rejected, in part or in full, or the chances of the of any derivative claim against the company to be submitted as a result.

PIPE Financing Litigation–- Shortly following the closing of the Business Combination, on March 6, 2023, the Company was notified of a class action certification motion filed against it, and its directors and officers (including former officers) with the Tel-Aviv District Court’s Economic Department. The motion was filed for alleged misleading details in the Company’s public reports in Israel regarding the PIPE funds that were supposed to be received by the Company upon the consummation of the Business Combination. The petitioner seeks to represent anyone who purchased the Company’s ordinary shares after the announcement of the Business Combination in March 2022 until the end of February 23, 2023, which was the last trading day of the Company’s ordinary shares on the TASE. The overall compensation estimated by the petitioner in the motion is approximately US$ 25 million. The Company is required to file its response to the motion by September 6, 2023. As of the date of this Annual Report, the Company is analyzing the motion and is presently unable to assess the chances of its approval and/or its scope and whether, if approved, it will have a material impact on the Company’s results of operations or financial condition.

Oppenheimer Suit - On June 12, 2023, Oppenheimer & Co., Inc. (“Oppenheimer”) filed a claim against the Company in the United States District Court for the Southern District of New York alleging, among other things, breach of contract, breach of covenant of good faith and fair dealing and quantum meruit, in connection with investment banking advice and services provided by Oppenheimer in connection with the Company’s business combination with Mount Rainier Acquisition Corp. The complaint alleges that the Company owes Oppenheimer in excess of $12 million (as well as its costs and legal fees associated with the claim) with regards to the business combination, pursuant to a financial advisory agreement entered into by and between Oppenheimer and the Company in December 2021. As of the date of this Annual Report, the Company is still investigating the claim and is unable to assess the chances of the suit being successful and whether, if determined adversely to the Company, such claim will have a material impact on the Company’s results of operations or financial condition. The Company plans to vigorously defend itself in this matter.

Class Action Suit –

●

On July 6, 2023, a claim was filed against the Company in the United States District Court for the Southern District of New York alleging a violation of Section 12(a)(2) of the Securities Act (the ’33 Act). The complaint alleges that the Company made misrepresentations in its prospectus related to the business combination with Mount Rainier Acquisition Corp. regarding the proposed $50 million PIPE financing and the minimum cash closing condition required to complete the business combination. As of the date of this Annual Report, the Company is still examining the claim and its potential defenses thereto and therefore, at this stage, is unable to assess the chances for success of the claim and the outcome of the suit on the Company. The Company expects to defend against these claims vigorously.

●

On July 31, 2023, a claim was filed against the Company, its officers and directors in the United States District Court for the Southern District of New York alleging false or misleading statements in the offering documents for the Company’s business combination, and that the Company and its officers failed to disclose material adverse information about the company’s finances and business prospects. The complaint raises claims under Sections 11, 12(a)(2), and 15 of the Securities Act, and Sections 10(b) and 20(a) of the Exchange Act. As of the date of this Annual Report, the Company is still examining the claim and its potential defenses thereto and therefore, at this stage, is unable to assess the chances for success of the claim and the outcome of the suit on the Company. The Company expects to defend against these claims vigorously.

Employee Claims. Some of the Company’s former employees have filed claims or threatened to do so in the cumulative amount of approximately $350,000 in the aggregate related to lost wages, amounts due pursuant to employment agreements and unlawful termination. The Company is currently examining the claims and feel that, given the early stage of the claims, that it is unable assess the validity of these actual or threatened claims and the potential impact, if any, that these claims will have on the Company.

Services Agreement: A-Labs Finance and Advisory Ltd (“A-Labs”)

In July 2021, the Company entered into a Financial Advisory Services Agreement (the “A-Labs Agreement”) with A-Labs Finance and Advisory Ltd. (“A-Labs”), pursuant to which, the Company engaged A-Labs to perform, on an exclusive basis, certain consultation services in the domain of fundraising from investors and capital markets activities. In return for these services the Company committed to pay A-Labs a fee amounting to 5% of any funds raised from investors named on a specified schedule thereto, along with warrants to purchase the Company’s ordinary shares computed as 5% of the raised amount divided by the price per share as determined in the relevant fundraising transaction. During the term of the A-Labs Agreement, the Company paid a total of $4.2 million to A-Labs as commission for funds raised and issued to A-Labs a total of 4,076,923 warrants to purchase the Company’s ordinary shares.

In addition, pursuant to the Agreement, the Company agreed to pay to A-Labs a monthly payment of $70,000 and an additional sum designated as a “Marketing (in the sense of Capital markets fundraising activities) Budget”, of up to $280,000. The Marketing Budget was aimed for attracting investors to buy the Company’s shares, for capital fundraising and capital markets activities and is to be reviewed monthly based on the activities and efforts conducted by A-Labs for the Company.

Additionally, pursuant to the A-Labs Agreement, for the period of 12 months following the specification of such business partner in an annex to the A-Labs Agreement, the Company is obligated to pay to A-Labs a fee equal to 5% of any non-refundable and recognized revenues that the Company received from such specified business partners. To date, A-Labs has not pursued any efforts related to the development of these business relationships and as a result no fees have been paid to A-Labs pursuant to this provision of the A-Labs Agreement.

During the period from July 2021 through March 2023, the Company paid to A-Labs a total of $4,200,000 in cash. The company sees part of these payments as an incremental and direct cost for attracting investors and raising capital, therefore the Company capitalized the relevant portion of these payments and deduct it from the Share capital and premium in the Consolidated Statements of Changes in Equity, upon the occurrence of its financing rounds.

Additionally, in March 2023, a total amount of $2.2 million that was owed to A-Labs pursuant to the A-Labs Agreement was converted into the Company’s ordinary shares at a conversion price of $10 per ordinary share. This conversion of amounts the Company owed to A-Labs under the A-Labs Agreement, was effected to partially satisfy the commitment that A-Labs made to purchase $20 million of the Company’s ordinary shares in the PIPE Financing.

In December 2022, the Company amended the A-Labs Agreement to provide that for each financing transaction closed, in addition to paying a commission to A-Labs in cash, the Company would be required to issue warrants to purchase ordinary shares in an amount equal to the cash consideration that would otherwise be payable under the A-Labs Agreement divided by 4.81, which warrants shall be exercisable for 4 years and at an exercise price of NIS 4.81 (regardless of the price per share paid by investors in the relevant financing transaction). Additionally, the Company committed to provide compensation under the A-Labs Agreement for all investors with whom the Company would enter into a financing transaction prior to the Company’s shares being listed for trading on the Nasdaq regardless of whether such investors were introduced to the Company by A-Labs.

In each of September 2022 and January 2023, the Company paid to A-Labs an additional commission of $50,000 in exchange for extra services provided by A-Labs over the course of certain fund raising efforts and loan issuances. Additionally, as part of the Shayna Loans (as defined below), we paid to A-Labs commissions totaling $140,000 for services provided as part of the fund raising efforts.

The term of the A-Labs Agreement was for 12 months following the execution in July 2021, provided that the A-Labs Agreement will automatically renew for additional 12 month terms unless either Party provides written notice to the other Party of its intention not to renew at least 30 days prior to the end of such initial 12 month term or any renewed terms. Additionally, the A-Labs Agreement may be terminated by either party upon a minimum of 30 days prior written notice.

As of the date of this Annual Report, the Company has provided A-Labs a termination notice for the A-Labs Agreement, so pursuant to its terms, the A-Labs Agreement will terminate 30 days from the date hereof

Net Employee Defined Benefit Liabilities (Details) - Schedule of the plan assets at fair value - Plan Asset Fair Value [Member] - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Net Employee Defined Benefit Liabilities (Details) - Schedule of the plan assets at fair value [Line Items]
Cash and cash equivalents	$ 260	$ 393
Equity instruments	547	1,209
Debt instruments	984	1,768
Other	332	28
Total plan assets	$ 2,123	$ 3,398

Segments (Tables)

12 Months Ended

Dec. 31, 2022

Segments [Abstract]

Schedule of operations under a single segment of products and technology

Below is data relating to business segments – before the business combination date (see Note 1 above), the Company reported its business operations under a single segment of products and technology.

	Year ended December 31, 2022
	Professional services			Products and technology			Unallocated*			Total
	USD in thousands

Revenues from external customers		78,004			1,739			-			79,743

Total revenues		78,004			1,739			-			79,743

Segment results (operating loss)		(20,659	)		(43,019	)		(15,829	)		(79,507	)

Finance expenses, net											(1,232	)

Loss before taxes on income											(80,739	)

Expenses related to a merger transaction in 2022, see Note 5d below.

	Year ended December 31, 2021
	Professional services			Products and technology			Total
	USD in thousands

Revenues from external customers		31,585			935			32,520

Total revenues		31,585			935			32,520

Segment results (Operating loss)		(1,534	)		(11,307	)		(12,841	)

Finance expenses, net								(312	)

Loss before taxes on income								(13,153	)

Schedule of revenues

	Israel		America		Europe		Asia Pacific		Total
	USD in thousands

Revenues		76,127		339		2,983		294		79,743

	Israel		America		Europe		Asia Pacific		Total
	USD in thousands

Revenues		31,049		680		755		36		32,520

Schedule of turnover with main customers

Below are revenue by country, based on customer location - before the business combination date (see Note 1 above) geographical segments were not analyzed due to immateriality (most of the company revenues and the carrying amounts of non-current assets are in the Company’s country of domicile (Israel)):

	USD in thousands
Turnover with main customers (1):
Customer A		10,257
Customer B		6,706

		16,963

(1)

Customers in the professional services segment.

	% of total sales

Customer A		13	%
Customer B		8	%

		21	%

	Year ended December 31, 2021
	USD in thousands

Turnover with main customers (1):
Customer A		7,004
Customer B		3,887

		10,891

	% of total sales
	2021

Customer A		22	%
Customer B		12	%

		34	%

Net Employee Defined Benefit Liabilities

12 Months Ended

Dec. 31, 2022

Net Employee Defined Benefit Liabilities [Abstract]

NET EMPLOYEE DEFINED BENEFIT LIABILITIES

NOTE 19:-

NET EMPLOYEE DEFINED BENEFIT LIABILITIES

Employee benefits consist of post-employment benefits and other long-term benefits.

Post-employment benefits:

According to the labor laws and Severance Pay Law in Israel, the Company is required to pay compensation to an employee upon dismissal or retirement or to make current contributions in defined contribution plans pursuant to section 14 to the Severance Pay Law, as specified below. The Company’s liability is accounted for as a post-employment benefit. The computation of the Company’s employee benefit liability is made according to the current employment contract based on the employee’s salary and employment term which establish the entitlement to receive the compensation.

The post-employment employee benefits are normally financed by contributions classified as defined benefit plan or as defined contribution plan, as detailed below.

Defined contribution plans:

Section 14 to the Severance Pay Law, 1963 applies to part of the compensation payments, pursuant to which the fixed contributions paid by the Group into severance pay funds and/or policies of insurance companies release the Group from any additional liability to employees for whom said contributions were made. These contributions and contributions for benefits represent defined contribution plans.

	Year ended December 31,
	2022		2021
	USD in thousands

Expenses in respect of defined contribution plans		2,562		876

Defined benefit plans:

The Group accounts for that part of the payment of compensation that is not covered by contributions in defined contribution plans, as above, as a defined benefit plan for which an employee benefit liability is recognized and for which the Group deposits amounts in central severance pay funds and in qualifying insurance policies.

Changes in the defined benefit obligation and fair value of plan assets:

2022

						Expenses recognized in profit or loss													Gain (loss) from remeasurement in OCI
	Balance as of January 1, 2022			Initial consolidation		Current service cost		Net interest expense			Past service cost and effect of settlements		Total expense recognized in profit or loss for the period			Payments from the plan			Return on plan assets (excluding amounts included in net interest expenses)		Actuarial gain arising from changes in financial assumptions			Actuarial loss arising from experience adjustments		Total effect on other comprehensive income for the period			Contributions by employer			Adjustments arising from translating financial statements from functional currency to presentation currency			Balance as of December 31, 2022
	USD in thousands

Defined benefit obligation		4,838			-		198		120			-		318			(1,376	)		-		(258	)		151		(107	)		-			(511	)		3,163
Fair value of plan assets		(3,398	)		-		-		(56	)		9		(47	)		927			228		-			-		228			(187	)		355			(2,123	)

Net defined benefit liability (asset)		1,440			-		198		64			9		271			(449	)		228		(258	)		151		121			(187	)		(156	)		1,040

The plan assets at fair value:

	December 31,
	2022		2021
	USD in thousands

Cash and cash equivalents		260		393
Equity instruments		547		1,209
Debt instruments		984		1,768
Other		332		28

Total plan assets		2,123		3,398

The principal assumptions underlying the defined benefit plan:

	2022		2021
	%

Discount rate (1)		5.22		2.29
Expected rate of salary increase		3.21		3.4

(1)

The discount rate is based on high-quality CPI-linked corporate bonds.

Amount, timing and uncertainty of future cash flows:

	Change in defined benefit obligation
	USD in thousands
December 31, 2022

Sensitivity test for changes in the expected rate of salary increase:

The change as a result of:
1% salary increase		(216	)
1% salary decrease		173

Sensitivity test for changes in the discount rate of the plan assets and liability:

The change as a result of:
1% increase in discount rate		193
1% decrease in discount rate		(238	)

Balances and Transactions with Interested and Related Parties (Details) - Schedule of salaries and benefits to interested and related parties - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Cost of sales, research and development expenses, sales and marketing expenses and general and administrative expenses, net:

^[1]

$ 3,872

$ 1,571

$ 153

Fees of directors not employed by the Company including cost of share-based payment

^[2]

312

289

^[3],[4]

1,777

803

^[5]

1,140

544

^[3],[6]

2,355

832

Total salary

$ 9,456

$ 4,039

$ 153

[1]	Relates to the cost of employment of Mr. Eyal Moshe, former director and former CEO of the Company who is also the controlling shareholder in the Company, excluding any allegedly misappropriated expenses as detailed in Note 1e. Mr. Moshe ceased his role as CEO on February 2, 2023, and his employment was terminated effective July 24, 2023 for cause in connection with these unauthorized expenses. Mr. Moshe resigned from the Board on August 15, 2023. See the employment terms in paragraph 29c. below.
[2]	Other interested and related parties.
[3]	Key management personnel.
[4]	Relates to the cost of employment of Mr. Dotan Moshe, formerly Deputy CEO and COO in the Company, who is also the son-in-law of Dr. Zigmund Bluvband. Mr. Dotan no longer works at the Company since May 15, 2022. In February 2023 he began consulting the company.
[5]	Relates to the cost of employment of Ms. Ayelet Bitan, Chief of Staff in the Company and the spouse of Mr. Eyal Moshe, a controlling shareholder in the Company, excluding any allegedly misappropriated expenses as detailed in Note 1e. Ms. Bitan resigned in February 2023.
[6]	Relates to the cost of employment of Dr. Zigmund Bluvband, formerly the Chairman of the Company’s Board. Dr. Zigmund no longer works at the Company since April 30, 2022.

Net Loss Per Share

12 Months Ended

Dec. 31, 2022

Cash and cash equivalents

NET LOSS PER SHARE

NOTE 26:-

NET LOSS PER SHARE

Details of the number of shares and loss used in the computation of net loss per share:

	Year ended December 31,
	2022					2021							*)2020
	Weighted number of shares		Net loss attributable to equity holders of the Company			Weighted number of shares		Net loss attributable to equity holders of the Company			Weighted number of shares		Net loss attributable to equity holders of the Company
	In thousands		USD in thousands			In thousands		USD in thousands			In thousands		USD in thousands
	Number of shares

Number of shares and net loss used in computation of basic net loss		85,289		(81,595	)		77,506		(13,232	)		36,334		(2,760	)
Effect of potentially dilutive Ordinary shares		-		-			-		-			-		-

Used in the computation of diluted net loss		85,289		(81,595	)		77,506		(13,232	)		36,334		(2,760	)

Retroactively adjusted to reflect the accounting treatment of a reverse acquisition, see Note 1b.

In computing diluted loss per share for year ended December 31, 2022, no account was taken of the potential dilution that could occur upon the exercise of employee and investors stock options, amounting to 7.8 million and 19.6 million weighted average shares respectively, since they had an anti-dilutive effect on loss per share.

Trade Receivables, Net (Details) - Schedule of trade receivables, net - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Trade Receivables Net [Abstract]
Account receivable	$ 23,317	$ 24,087
Unbilled receivable	1,020	1,909
Checks collectible	405	82
Contracts in progress		12
Allowance for doubtful debt	(685)	(438)
Trade receivables, net	$ 24,057	$ 25,652

Consolidated Statements of Financial Position - USD ($)
$ in Thousands

Dec. 31, 2022

Dec. 31, 2021

^[1]

CURRENT ASSETS:

$ 3,994

$ 13,974

Restricted cash

218

Restricted bank deposit

1,516

1,001

Trade receivables, net

24,057

25,652

Other accounts receivable

1,672

7,078

Long-term restricted deposit

1,900

1,838

Total current asset

33,198

49,761

NON-CURRENT ASSETS:

Long-term receivables

872

^[2]

3,002

3,416

Property and equipment

1,314

1,146

Right-of-use assets

6,507

8,235

Goodwill

13,702

31,992

16,198

22,617

Deferred tax assets

3,469

Total non current asset

41,595

70,971

Assets

74,793

120,732

CURRENT LIABILITIES:

Short term loans

13,432

11,279

Current maturities of lease liabilities

13,771

14,994

1,472

2,023

Current maturities of other liabilities

3,839

Other accounts payable

25,322

9,662

Total current liabilities

57,836

37,958

NON-CURRENT LIABILITIES:

Loans from banks

3,799

Other long-term liabilities

887

961

Lease liabilities

4,995

6,062

Deferred tax liabilities

161

4,734

Other long term liabilities

1,064

Net employee defined benefit liabilities

1,040

1,440

Total non current liabilities

8,147

16,996

EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY:

Share capital and premium

81,620

70,762

Share options

10,367

1,102

Treasury shares

(1,230)

Other reserves

14,698

11,600

Accumulated deficit

(99,042)

(17,447)

Total equity attributable to equity holders

6,413

64,787

Total liabilities and equity

2,397

991

Total equity

8,810

65,778

$ 74,793

$ 120,732

[1]	Adjusted retroactively to reflect the effect of the change in the Company’s purchase price allocation during the 12-month measurement period. See Note 1g below.
[2]	Reclassified

Business Combinations

12 Months Ended

Dec. 31, 2022

Business Combinations [Abstract]

BUSINESS COMBINATIONS

NOTE 5:-

BUSINESS COMBINATIONS

Business combination with HUB - reverse acquisition:

The fair value of the identifiable assets and liabilities of the Company on the acquisition date:

	Fair value
	USD in thousands

Cash and cash equivalents		606
Restricted bank deposit		859
Trade receivables		10,480
Other receivables		2,703
Contract assets		682
Property, plant and equipment		489
Right-of-use assets		2,657
Deferred taxes *		1,688
Intangible assets		7,093

		27,257

Bank credit *		727
Trade payables		1,775
Other payables		5,380
Lease liabilities		2,657
Liabilities for government grants *		352
Deferred tax liability		1,985
Loan from bank		108
Employee benefit liabilities		772

		13,756

Net identifiable assets		13,501

Non-controlling interests		(1,427	)
Goodwill arising on acquisition *		14,494

Total purchase cost		26,568

*	Adjusted retroactively to reflect the effect of the change in the Company’s purchase price allocation during the 12-month measurement period. See Note 1g.

The total cost of the business combination was USD 26,568 thousand (NIS 86,111) and comprised the issue of Ordinary shares with total fair value of approximately USD 23,577 (NIS 76,460) thousand (representing the quoted market price of the Company’s share at the acquisition date) and an amount of approximately USD 2,991 thousand (NIS 9,751) which reflects the fair value of non-controlling interests and existing options. For more information refer to Note 21b.

The Group has elected to measure the non-controlling interests in the acquiree at the proportionate share of the non-controlling interests of the fair value of the acquiree’s net identifiable assets.

Acquisition costs that are directly attributable to the transaction of approximately USD 353 (NIS 1,140) thousand were carried as an expense to general and administrative expenses.

Consideration:

	USD in thousands

Shares issued at fair value		23,577
Options issued at fair value		2,991

Total consideration		26,568

Cash outflow/inflow on the acquisition:

	USD in thousands

Cash and cash equivalents acquired with the acquiree at the acquisition date		606
Cash paid		-

Net cash		606

The goodwill arising on acquisition is attributed to the expected benefits from the synergies of the combination of the activities of the Company and the acquiree.

From the acquisition date and until December 31, 2021, ALD has contributed USD 3,100 thousand to the consolidated net loss and USD 23,068 thousand to the consolidated revenue turnover.

The goodwill recognized is not expected to be deductible for income tax purposes.

Business combination with Comsec:

The fair value of the identifiable assets and liabilities of Comsec on the acquisition date:

	Fair value
	USD in thousands

Cash and cash equivalents		387
Trade receivables		7,735
Other receivables		614
Inventories		644
Deferred taxes*		1,720
Property, plant and equipment		267
Right-of-use assets		2,381
Intangible assets		16,220

		29,968

Bank credit		9,894
Trade payables		4,101
Other payables		1,130
Deferred tax liability *		2,729
Lease liabilities		2,381
Loan from bank		4,063
Employee benefit liabilities		58

		24,356

Net identifiable assets		5,612

Issue expenses classified to equity		103
Goodwill arising on acquisition *		17,057

Total purchase cost		22,772

*	Adjusted retroactively to reflect the effect of the change in the Company’s purchase price allocation during the 12-month measurement period. See Note 1g.

The total cost of the business combination was USD 22,772 thousand (NIS 70,000 thousands) and comprised of cash of approximately USD 13,013 thousand (NIS 40,000 thousands) and the issue of Ordinary shares with total fair value of approximately USD 9,759 thousand (NIS 30,000 thousands) (representing the quoted market price of the Company’s share at the acquisition date).

Acquisition costs that are directly attributable to the transaction of approximately USD 137 thousand (NIS 429) were carried as an expense to general and administrative expenses.

Consideration:

	USD in thousands

Cash		13,013
Shares issued at fair value		9,759

Total consideration		22,772

Cash outflow/inflow on the acquisition:

	USD in thousands

Cash and cash equivalents acquired with the acquiree at the acquisition date		(387	)
Cash paid		13,013

Net cash		12,626

The goodwill arising from the acquisition is attributed to the expected benefits from the synergies of the combination of the activities of the Company and the acquiree.

From the acquisition date and until December 31, 2021, Comsec contributed USD 644 thousand to the consolidated net loss and USD 9,279 thousand to the consolidated revenue turnover.

If both of the above business combinations had been completed at the beginning of the year 2021, the consolidated net loss for that year would have been USD 16,954 thousand and the consolidated revenue turnover would have been USD 81,469 thousand.

On March 22, 2022, the Company’s Board approved the Company’s engagement in a merger transaction, which consisted of signing a series of binding agreements including a business combination agreement (“the merger transaction”), between the Company and Mount Rainer Acquisition Corp. (“Mount Rainier”), an unrelated third party which was traded on the Nasdaq Global Market that raised approximately USD 175 million as a SPAC. The Company hired A-Labs Advisory & Finance Ltd., an investment banking firm, and Oppenheimer & Co. Inc. to assist the merger transaction.

The merger transaction relied on the proforma Enterprise Value of the merged company of approximately USD 1.28 billion (before the money), as agreed upon with Mount Rainier and with the PIPE investors (as defined below), including share options and potential free cash flows of up to approximately USD 225 million in the merged company (insofar as none of the SPAC shareholders redeem their investment before the merger transaction closing in keeping with their rights, see further details below).

In connection with the merger transaction, qualifying Israeli and U.S. institutional investors (“the PIPE investors”) agreements to invest USD 50 million based on the merger company’s agreed value as described above (in a private placement) to be invested in the Company at closing.

Out of said amount, the Company would retain a cash reserve of USD 15 million for repurchasing the shares from certain shareholders of Mount Rainier assuming that a tax duty is levied in respect of the merger transaction (repurchase subject to obtaining various approvals such as the Court’s approval).

After the merger transaction closing, the existing shareholders will hold about 91.84% of the merged company’s shares (insofar as Mount Rainier’s investors do not redeem their investments before the merger transaction closing, see further details below).

Immediately following the merger transaction closing date, the Company’s securities and the securities allocated to Mount Rainier’s shareholders were listed for trade on the Nasdaq (excluding the shares of certain affiliate and control stakeholders in the merged company) and the Company’s securities were delisted by the end of February from the TASE. It should be noted that the securities allocated to the PIPE investors were to be listed for trade on the Nasdaq within a few months from the closing date.

On January 11, 2023 the Company announced that all the suspending conditions for the merger transaction have been met and the completion of the merger transaction is subject only to the absence of a legal impediment. Shortly before the merger transaction closing date the Company affected a reverse stock split to cause the value of the outstanding ordinary shares immediately prior to the transaction closing date to be equal to USD 10 per share. The Company’s shares began trading on Nasdaq on March 1, 2023.

99% of the shareholders entitled to withdraw their investment of $175M elected to redeem their investment upon the approval of the merger.

In March 2023, the Company raised 4 million USD from two of the PIPE investors, and, while the Company is considering possible alternatives in order to pursue the majority of the remaining funds committed as a part of the PIPE investment from the investors, it is uncertain if it will be able to receive the remaining PIPE funds, (see also Note 22c).

In December 2021 the Company entered into an agreement with Oppenheimer & Co., Inc. (“Oppenheimer”) to provide financial advisory services. In connection with the Business Combination, the Company agreed to pay to Oppenheimer a transaction fee upon the consummation of the business Combination equal to 1% of the aggregate value of the Company implied by the value of the Company’s ordinary shares issued to RNER’s stockholders in the Business Combination on a fully diluted basis, plus the principal amount of any debt or other liabilities of HUB Security outstanding as of the closing date of the Business Combination. Based on the valuation of $1.28 billion ascribed to the shares issued to RNER’s stockholders in the Business Combination in March 2023, the amount owed to Oppenheimer at the closing of the Business Combination was approximately $12.8 million. As of December 2022, the Company recorded expenses of USD 5,120 thousand during 2022.

On June 12, 2023 a lawsuit was filed by Oppenheimer against the Company alleging, among other things, breach of contract, breach of covenant of good faith and fair dealing and quantum meruit, in connection with investment banking advice and services provided by Oppenheimer in connection with the Company’s business combination with Mount Rainier Acquisition Corp. The complaint alleges that the Company owes Oppenheimer in excess of $12 million (as well as its costs and legal fees associated with the claim) with regards to the Business Combination. As of the date of the Annual Report, the Company have yet to make any payments to Oppenheimer pursuant to its agreement with them (see also Note 22(c)).

Share-Based Payment (Details) - Schedule of financial statements for services received from employees and officers - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Schedule of Financial Statements for Services Received from Employees and Officers [Abstract]
Equity-settled share-based payment plans	$ 10,516	$ 5,897

Trade Payables (Tables)

12 Months Ended

Dec. 31, 2022

Trade Payables [Abstract]

Schedule of trade payables

	December 31,
	2022		2021
	USD in thousands
Open debts		12,410		14,823
Checks payable		1,361		171
		13,771		14,994

Equity (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of share capital

December 31, 2022

December 31, 2021

Authorized

Issued and
outstanding

Authorized

Issued and
outstanding

Number of shares in thousands

Ordinary shares of no par value

142,487

88,791

142,487

77,642

Schedule of issued and outstanding share capital

Composition of share capital:

	Number of shares of no par value
	in thousands

Balance as of January 1, December 31, 2021		77,642
Issue of shares*		9,347
Exercise of options		1,802

Balance as of December 31, 2022		88,791

*	Not including 911,916 shares from October 2022 investment agreement which were issued after December 31, 2022 (see also Note 20i.)

Schedule of interests shares

The interests of the Company in the Company’s shares are as follows:

	December 31,
	2022		2021
	%

% of issued share capital		1.0		1.11

Significant Accounting Policies (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Oct. 31, 2022	Sep. 30, 2022	May 31, 2022	May 27, 2021
Significant Accounting Policies (Details) [Line Items]
Operating cycle year	1 year
Transaction costs	$ 749
Treasury shares		911,916	431,210	2,030,658	4,866,668
Treasury shares [member]
Significant Accounting Policies (Details) [Line Items]
Treasury shares	860,036
Percentage shares	0.94%

Net Employee Defined Benefit Liabilities (Details) - Schedule of defined contribution plans - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule of Defined Contribution Plans [Abstract]
Expenses in respect of defined contribution plans	$ 2,562	$ 876

Taxes on Income (Details) - USD ($) $ in Thousands	12 Months Ended
Taxes on Income (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Taxes on Income (Details) [Line Items]
Business losses (in Dollars)	$ 82,173
Percentage of deferred tax	23.00%
Israel, New Shekels [Member]
Taxes on Income (Details) [Line Items]
Tax rate	23.00%	23.00%	23.00%
United States [Member]
Taxes on Income (Details) [Line Items]
Tax rate	25.00%
United Kingdom [Member]
Taxes on Income (Details) [Line Items]
Tax rate	19.00%
Netherland [Member]
Taxes on Income (Details) [Line Items]
Tax rate	16.50%

Segments (Details) - Schedule of revenues - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Segments (Details) - Schedule of revenues [Line Items]
Revenues	$ 79,743	$ 32,520
Israel [Member]
Segments (Details) - Schedule of revenues [Line Items]
Revenues	76,127	31,049
America [Member]
Segments (Details) - Schedule of revenues [Line Items]
Revenues	339	680
Europe [Member]
Segments (Details) - Schedule of revenues [Line Items]
Revenues	2,983	755
Asia Pacific [Member]
Segments (Details) - Schedule of revenues [Line Items]
Revenues	$ 294	$ 36

Segments (Details) - Schedule of operations under a single segment of products and technology - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Segments (Details) - Schedule of operations under a single segment of products and technology [Line Items]

$ 79,743

$ 32,520

79,743

32,520

Loss before taxes on income

(79,507)

(12,841)

Finance expenses, net

(1,232)

(312)

(80,739)

(13,153)

Professional services [Member]

Segments (Details) - Schedule of operations under a single segment of products and technology [Line Items]

78,004

31,585

78,004

31,585

Products and technology [Member]

(20,659)

(1,534)

Segments (Details) - Schedule of operations under a single segment of products and technology [Line Items]

1,739

935

1,739

935

Segments (Details) - Schedule of operations under a single segment of products and technology [Line Items]

(43,019)

$ (11,307)

Unallocated [Member]

^[1]

^[1]

Goodwill and Intangible Assets, Net [Abstract]

^[1]

$ (15,829)

[1]	Expenses related to a merger transaction in 2022, see Note 5d below.

Goodwill and Intangible Assets, Net

12 Months Ended

Dec. 31, 2022

GOODWILL AND INTANGIBLE ASSETS, NET

NOTE 12:-

GOODWILL AND INTANGIBLE ASSETS, NET

As for charges, see Note 22a.

Composition and movement:

	Patents			Goodwill			Customer relations, order backlog			Technology (2)			Total
	USD in thousands
Cost:

Balance as of January 1, 2021		19			-			12			-			31
Initial consolidation of subsidiaries (3)		-			31,551			22,092			1,221			54,864
Adjustments arising from translating financial statements from functional currency to presentation currency		1			441			169			(14	)		597

Balance as of December 31, 2021		20			31,992			22,273			1,207			55,492
Purchases in the year		13			-			9,453			500			9,966
Impairment recognized in the year		-			(14,618	)		(8,300	)		(438	)		(23,356	)
Adjustments arising from translating financial statements from functional currency to presentation currency		(1	)		(3,672	)		(2,603	)		(143	)		(6,419	)

Balance as of December 31, 2022		32			13,702			20,823			1,126			35,683

Accumulated amortization:

Balance as of January 1, 2021		5			-			2			-			7
Amortization recognized in the year (1)		2			-			637			75			714
Adjustments arising from translating financial statements from functional currency to presentation currency		-			-			162			-			162

Balance as of December 31, 2021		7			-			801			75			883
Amortization recognized in the year (1)		2			-			4,723			623			5,348
Adjustments arising from translating financial statements from functional currency to presentation currency		*			-			(411	)		(37	)		(448	)

Balance as of December 31, 2022		9			-			5,113			661			5,783

Net balance:

As of December 31, 2022		23			13,702			15,710			465			29,900

As of December 31, 2021		13			31,992			21,472			1,132			54,609

*	Less than 1 thousand US dollars.

(1)	Customer relations, order backlog and brand amortization expenses are classified in the statement of profit or loss under sales and marketing expenses.
(2)	Technology and supplier relationships amortization expenses are classified in the statement of profit or loss under cost of sales expenses. Patents amortization expenses are classified in the statement of profit or loss under General and administrative expenses.
(3)	Adjusted retroactively to reflect the effect of the change in the Company’s purchase price allocation during the 12-month measurement period. See Note 1g.

In May 2022, the Company entered into an Asset Purchase Agreement with Legacy Technologies Gmbh (“Legacy”) a European cyber firm that has an extensive EMEA distribution network of cyber solutions for major government and enterprise data centers. The acquired assets were mainly comprised of customer relationships of Legacy. The asset acquisition was completed on July 5, 2022. The total consideration for the sale and transfer of the acquired assets was USD 10,000 thousands in cash and additional contingent consideration of up to USD 12,000 in restricted share units (RSUs) of the Company subject to compliance of several milestones established in the agreement. Half of the cash consideration was paid at the contract closing and the other half was scheduled to be paid in accordance with the payment terms established in the agreement over 2.5 years. The RSUs were treated as post combination transaction (refer to Note 21 – Share-Based Payment for further details).

As of December 31, 2022, USD 3,839 thousand out of the remaining Consideration liability are classified in the balance sheet under line item Current maturities of other liabilities. Out of this amount USD 375 thousand were paid after year-end.

The transaction was analyzed in accordance with IFRS 3 – Business Combinations to first determine whether the acquired assets constitute a business. The Company had applied the concentration test. Based on the concentration test, substantially all of the fair value of the gross assets acquired is concentrated in the customer relationships. As a result, the transaction was treated as asset acquisition.

The following represented the fair value of the identifiable assets as of the acquisition date:

The purchase price allocation was as follow (in thousands):

Technology			500
Customer relationships			9,453
Total consideration			9,953

As of December 31, 2022, the Company identified indicators of impairment since no binding purchase orders had been signed nor significant progress had been made on the purchased customer relationships as was expected upon the purchase date. As a result, management determined that the assets acquired should be fully impaired. As such, for the year ended December 31, 2022, the Company recorded an impairment loss of $8,738 for the assets acquired from Legacy.

Impairment loss of goodwill and intangible assets with defined useful life

For annual impairment testing of goodwill and intangible assets with defined useful life the goodwill and other intangible assets of the Company were allocated to the operating segments which constitute four groups of cash generating units as follow:

	●	Consulting and distribution

	●	Dstorm

	●	Professional services

	●	ALD Software

The carrying amount as of December 31, 2022 of the goodwill and the intangible assets which were allocated to each cash-generating unit:

	Professional Services		ALD Software		Dstorm		Consulting and Distribution		Total
	USD in thousands
Patents		23		-		-		-		23
Goodwill		6,720		1,284		1,963		3,735		13,702
Technology		-		-		465		-		465
Customer relationship, Suppliers relationship and Backlog		5,404		87		-		10,219		15,710
Total		12,147		1,371		2,428		13,954		29,900

The Company performed its annual impairment test in December 31, 2022 and 2021, respectively. The recoverable amount of each cash generating unit was assessed using the Income approach model.

ALD Software and Professional services

In June 2022, the Company examined the goodwill impairment due to interest rate changes.

As a result, a provision was made for goodwill impairment in the amount of $368 thousand. The provision was recorded in general and administration expenses. The impairment is part of the products and technology segment.

The recoverable amount of the ALD Software and Professional services cash-generating units (“CGU”) as of December 31, 2022 have been determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management covering a five year period. The discount rate applied to cash flow projections is 20% for ALD Software and Professional services cash-generating units. Cash flows beyond the five-year period are extrapolated using a 2% growth rate for both cash generating units. As a result of this analysis, the value in use of the ALD Software and Professional services cash-generating units was determined to be lower than their carrying amounts, thus additional impairment amount of $4,448 thousand was recognized in Professional services CGU and additional impairment amount of $ 600 thousand was recognized in ALD Software CGU.

Consulting and distribution and Dstorm

The recoverable amount of the Consulting and distribution and Dstorm cash-generating units as of December 31, 2022 have been determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management covering a five year period. The discount rate applied to cash flow projections is 17% for both the Consulting and distribution and Dstorm cash-generating units. Cash flows beyond the five-year period are extrapolated using a 2% growth rate for both cash generating units. As a result of this analysis, the value in use of the Consulting and distribution and Dstorm cash-generating units were determined to be lower of their carrying amounts, thus impairment was recognized in the amount of $7,813 thousand in Consulting and distribution CGU and impairment of $1,389 thousand was recognized in Dstorm CGU.

Key assumptions

The calculation of value in use for all of the cash generating units is most sensitive to the following key assumptions:

	●	Discount rates

	●	Growth rate used to extrapolate cash flows beyond the forecast period.

Discount rates − Discount rates represent the current market assessment of the risks specific to each cash-generating unit, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Company and its operating segments and is derived from its weighted average cost of capital (WACC). The WACC takes into account both debt and equity.

A rise in the pre-tax discount rate of 20% to ALD Software and Professional services cash generating unit (i.e., +1%) would result in recognition of additional impairment of $1,892 thousand.

A rise in the pre-tax discount rate of 17% to Consulting and distribution and Dstorm cash generating unit (i.e., +1%) would result in recognition of additional impairment of $4,784 thousand.

Growth rate estimates − Rates are based on published industry research.

A reduction by 1% in the long-term growth rate to ALD Software and Professional services would result in an additional impairment of $1,879 thousand.

A reduction by 1% in the long-term growth rate to Consulting and distribution and Dstorm would result in an impairment of $5,507 thousand.

Balances and Transactions with Interested and Related Parties (Tables)

12 Months Ended

Dec. 31, 2022

Balances and Transactions with Interested and Related Parties [Abstract]

Schedule of balances with interested and related parties

Balances with interested and related parties:

For
details see

Controlling
shareholder

Key
management
personnel

Note

USD in thousands

Other accounts payable

	For details see		Controlling shareholder		Key management personnel
	Note		USD in thousands

Other accounts payable		15		69		54
Highest balance of current debts during the year		-		17		-

Schedule of salaries and benefits to interested and related parties

Salaries and benefits to interested and related parties:

	Year ended December 31,
	2022		2021		2020
	USD in thousands
Cost of sales, research and development expenses, sales and marketing expenses and general and administrative expenses, net:
Salary and related benefits to CEO and director employed by the Company (controlling shareholder) including cost of share-based payment (1)		3,872		1,571		153
Fees of directors not employed by the Company including cost of share-based payment (6)		312		289		-
Salary and related benefits to formerly Deputy CEO and COO including cost of share-based payment (2) (5)		1,777		803		-
Salary and related benefits to Chief of Staff including cost of share-based payment (4)		1,140		544		-
Salary and related benefits to formerly Chairman of the Board including cost of share-based payment (3) (5)		2,355		832		-
		9,456		4,039		153

(1)

Relates to the cost of employment of Mr. Eyal Moshe, former director and former CEO of the Company who is also the controlling shareholder in the Company, excluding any allegedly misappropriated expenses as detailed in Note 1e.

Mr. Moshe ceased his role as CEO on February 2, 2023, and his employment was terminated effective July 24, 2023 for cause in connection with these unauthorized expenses. Mr. Moshe resigned from the Board on August 15, 2023. See the employment terms in paragraph 29c. below.

(2)

Relates to the cost of employment of Mr. Dotan Moshe, formerly Deputy CEO and COO in the Company, who is also the son-in-law of Dr. Zigmund Bluvband. Mr. Dotan no longer works at the Company since May 15, 2022. In February 2023 he began consulting the company.

(3)

Relates to the cost of employment of Dr. Zigmund Bluvband, formerly the Chairman of the Company’s Board. Dr. Zigmund no longer works at the Company since April 30, 2022.

(4)

Relates to the cost of employment of Ms. Ayelet Bitan, Chief of Staff in the Company and the spouse of Mr. Eyal Moshe, a controlling shareholder in the Company, excluding any allegedly misappropriated expenses as detailed in Note 1e. Ms. Bitan resigned in February 2023.

(5)

Key management personnel.

(6)

Other interested and related parties.

Schedule of transactions with interested and related parties

Transactions with interested and related parties:

	Controlling shareholder		Key management personnel		Other interested and related parties		Total
	USD in thousands

General and administrative expenses		5,012		4,132		312		9,456
		5,012		4,132		312		9,456

	Controlling shareholder		Key management personnel		Other interested and related parties		Total
	USD in thousands

Cost of sales		-		143		-		143
Sales and marketing expenses		-		16		-		16
General and administrative expenses		2,076		1,503		301		3,880
		2,076		1,662		301		4,039

	For terms		Controlling shareholder		Key management personnel		Other interested and related parties		Total
	see Note		USD in thousands

Cost of sales		27d		-		-		-		-
Sales and marketing expenses		27d		-		-		-		-
General and administrative expenses		27d		153		-		-		153
				153		-		-		153

Inventories (Tables)

12 Months Ended

Dec. 31, 2022

Inventories [Abstract]

Schedule of inventories

	December 31,
	2022		2021
	USD in thousands
Licenses and hardware		939		777
Inventory in transit and in bonded warehouses		961		1,061
		1,900		1,838

Trade Receivables, Net (Details) - Schedule of credit risk exposure of the company’s trade receivables - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Trade Receivables, Net (Details) - Schedule of credit risk exposure of the company’s trade receivables [Line Items]
Trade receivables before allowance for doubtful accounts	$ 24,742
Allowance for doubtful accounts	685
Past due trade receivables	24,057	$ 25,652
Past Due Trade Receivables Not past due [Member]
Trade Receivables, Net (Details) - Schedule of credit risk exposure of the company’s trade receivables [Line Items]
Trade receivables before allowance for doubtful accounts	21,147
Allowance for doubtful accounts
Past due trade receivables	21,147	21,738
Past Due Trade Receivables 30 days [Member]
Trade Receivables, Net (Details) - Schedule of credit risk exposure of the company’s trade receivables [Line Items]
Trade receivables before allowance for doubtful accounts	1,850
Allowance for doubtful accounts
Past due trade receivables	1,850	1,901
Past Due Trade Receivables 31-60 days [Member]
Trade Receivables, Net (Details) - Schedule of credit risk exposure of the company’s trade receivables [Line Items]
Trade receivables before allowance for doubtful accounts	349
Allowance for doubtful accounts
Past due trade receivables	349	384
Past Due Trade Receivables 60-90 days [Member]
Trade Receivables, Net (Details) - Schedule of credit risk exposure of the company’s trade receivables [Line Items]
Trade receivables before allowance for doubtful accounts	183
Allowance for doubtful accounts
Past due trade receivables	183	590
Past Due Trade Receivables 90-120 days [Member]
Trade Receivables, Net (Details) - Schedule of credit risk exposure of the company’s trade receivables [Line Items]
Trade receivables before allowance for doubtful accounts	145
Allowance for doubtful accounts
Past due trade receivables	145	222
Past Due Trade Receivables >120 days [Member]
Trade Receivables, Net (Details) - Schedule of credit risk exposure of the company’s trade receivables [Line Items]
Trade receivables before allowance for doubtful accounts	1,068
Allowance for doubtful accounts	685
Past due trade receivables	$ 383	$ 817

Equity

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

EQUITY

NOTE 20:-

EQUITY

Effective from March 2023, the Company’s shares split in a ratio of 1:0.712434. As a result, all Ordinary shares, options for shares, warrants to purchase ordinary shares, exercise price and net loss per share amounts were adjusted retroactively for all periods presented in these consolidated financial statements as if the stock split had been in effect as of the date of these consolidated financial statements.

Composition of share capital:

December 31, 2022

December 31, 2021

Authorized

Issued and
outstanding

Authorized

Issued and
outstanding

Number of shares in thousands

Ordinary shares of no par value

142,487

88,791

142,487

77,642

Movement in share capital:

Issued and outstanding share capital:

	Number of shares of no par value
	in thousands

Balance as of January 1, December 31, 2021		77,642
Issue of shares*		9,347
Exercise of options		1,802

Balance as of December 31, 2022		88,791

*	Not including 911,916 shares from October 2022 investment agreement which were issued after December 31, 2022 (see also Note 20i.)

Share issues and buybacks:

As for the accounting treatment of the reverse acquisition in respect of the transaction with HUB, see Note 1b above.

As for shares issued in the Comsec acquisition transaction, see Note 1c above.

In February 2020, the Company signed a private placement agreement with More Provident Funds Ltd. (“More Provident”), More Mutual Fund Management (2013) Ltd. (“More Mutual Funds”) and More Investment House Portfolio Management Ltd. (“More Investment House”) (collectively – “the optionees”). According to the agreement, the Company will allocate to the optionees 820,000 registered Ordinary shares of the Company with no par value. The Company will also allocate to the optionees 696,999 non-marketable share options which are each exercisable into one Ordinary share of the Company. Each unit includes 1 ordinary share with no par value and 1 share option with an exercise price of NIS 1.14 (USD 0.31). The warrants vested immediately upon issuance and will be exercisable for 48 months from the respective date of issuance. In the allocation, the optionees invested a total of approximately NIS 1,583 (USD 459) in the Company.

On May 27, 2021, the Company issued a supplemental prospectus for offering institutional investors to purchase 24,333,358 Ordinary shares of the Company with no par value, of which 19,466,690 Ordinary shares were issued in a public offering and 4,866,668 shares were issued in a secondary offering. The gross issue proceeds totaled approximately NIS 130,864 thousand (USD 40,291 thousand). Issue costs amounted to approximately NIS 18,473 thousand (USD 5,720 thousand).

In 2021, the Company completed a buyback of 860,036 shares from shareholders in return for approximately NIS 3,950 thousand (USD 1,230 thousand).

In February 2022, the Company offered institutional investors 6,885,626 units – each unit includes one Ordinary share of the Company with no par value and one warrant (series 1) that are convertible to Ordinary shares of the Company. In the offering, the Company accepted offers for the purchase of 6,885,626 Ordinary shares and 6,885,626 warrants (series 1) with an exercise price of NIS 7.44 (USD 2.03) for immediate gross proceeds of approximately NIS 46,682 thousand (USD 14,731 thousand) with an issuance cost of USD 3.4 million.

In May 2022, the Company signed investment agreements for a total of 2,030,658 shares in the price of NIS 8.42 (USD 2.39) - each unit includes 1 ordinary share with no par value and 1.5 share warrants with an exercise price of NIS 10.11 (USD 2.76). The aggregate amount raised through this private offering was NIS 17 million (USD 5 million) with an issuance cost of USD 391 thousand.

In September 2022, the Company signed investment agreements with 12.64 Fund, Limited Partnership (a fund managed by A-Labs, see also Note 22d) for a total of 431,210 shares in the price of NIS 8 (USD 2.32) - each unit includes 1 ordinary share with no par value and 1 warrant with an exercise price of NIS 8.8 (USD 2.41). The warrants vested immediately upon issuance and will be exercisable for 30 months from the respective date of issuance.

The aggregate amount raised through this private offering was NIS 3.5 million (USD 1 million). A-Labs received 5% commission from this investment ($50 thousand) and 30,263 warrants to ordinary shares.

In October 2022, the Company signed investment agreements with different investors for a total of 911,916 shares in the price of NIS 8.63 (USD 2.47) – each unit includes 1 ordinary share with no par value and 1 warrants with an exercise price of NIS 9.49 (USD 2.6). The warrants vested immediately upon issuance and will be exercisable for 30 months from the respective date of issuance. The aggregate amount raised through this private offering was NIS 7.9 million (USD 2.25 million) with an issuance cost of USD224 thousand. According to the terms of the investment agreement, the company have 45 days from the closing date to issue the shares to the investors or otherwise it would need to repay it with an additional 10% interest. The actual issuance of shares took place on February 2023, and therefore as of December 31, 2022, the total investment amount was classified as a liability.

On November 24, 2022, the Israel Securities Authority and the Court approved that the company will be delisted from the Tel-Aviv Stock Exchange after the SPAC merger and the listing of the Company’s shares for trading on NASDAQ. The Company remains subject to reporting, law and regulations duties according to the Israel Securities Laws and Regulations.

On November 26, 2022, the Company extended the exercise period of the options granted in June 2021 to investors and officers until December 21, 2024 (see also Note 18f).

Rights attached to shares:

Quoted on the TASE. As of March 1, 2023, the Company began trading on NASDAQ.

ii.

Voting rights at the general meeting, right to receive a dividend and rights upon liquidation of the Company.

Treasury shares - Company shares held by the Company:

The interests of the Company in the Company’s shares are as follows:

	December 31,
	2022		2021
	%

% of issued share capital		1.0		1.11

Capital management in the Company:

The Company’s capital management objectives are:

To preserve the Group’s ability to ensure business continuity thereby creating a return for the shareholders, investors and other interested parties.

To ensure adequate return for the shareholders by pricing of products and services that is adjusted to the level of risk in the Group’s business activity.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and risk characteristics of its activity. To maintain or adjust the required capital structure, the Company may apply various measures such as adjust the dividend payment to shareholders, raise capital by way of issue of shares, capital purchases from shareholders and disposal of assets to reduce its debts.

Trade Receivables, Net (Tables)

12 Months Ended

Dec. 31, 2022

Trade and Other Receivables Text Block [Abstract]

Schedule of trade receivables, net

	December 31,
	2022			2021
	USD in thousands

Account receivable		23,317			24,087
Unbilled receivable		1,020			1,909
Checks collectible		405			82
Contracts in progress		-			12
Allowance for doubtful debt		(685	)		(438	)
Trade receivables, net		24,057			25,652

Schedule of movement in allowance for doubtful accounts

Movement in allowance for doubtful accounts:

	USD in thousands
Balance as of January 1, 2022		438
Provision during the year		247
Balance as of December 31, 2022		685

Schedule of credit risk exposure of the company’s trade receivables

Following is information about the credit risk exposure of the Company’s trade receivables:

			Past due trade receivables
	Not past due		< 30 days		31-60 days		60-90 days		90-120 days		>120 days		Total
	USD in thousands
Trade receivables before allowance for doubtful accounts		21,147		1,850		349		183		145		1,068		24,742

Allowance for doubtful accounts		-		-		-		-		-		685		685

December 31, 2022		21,147		1,850		349		183		145		383		24,057

December 31, 2021		21,738		1,901		384		590		222		817		25,652

Share-Based Payment (Details) - Schedule of status of RSUs - RSU [Member]	12 Months Ended
	Dec. 31, 2022 shares
Schedule of Status of RSUs [Abstract]
Outstanding at beginning of year
Granted	6,193,757
Vested	(1,562,829)
Forfeited and cancelled	(59,559)
Outstanding at end of year	4,571,369

Trade Receivables, Net

12 Months Ended

Dec. 31, 2022

Trade and Other Receivables Text Block [Abstract]

TRADE RECEIVABLES, NET

NOTE 7:-

TRADE RECEIVABLES, NET

	December 31,
	2022			2021
	USD in thousands

Account receivable		23,317			24,087
Unbilled receivable		1,020			1,909
Checks collectible		405			82
Contracts in progress		-			12
Allowance for doubtful debt		(685	)		(438	)
Trade receivables, net		24,057			25,652

The Company grants its customers interest-free credit for an average period of 90 days. Impaired debts are accounted for through recording an allowance for doubtful accounts.

Movement in allowance for doubtful accounts:

	USD in thousands
Balance as of January 1, 2022		438
Provision during the year		247
Balance as of December 31, 2022		685

Following is information about the credit risk exposure of the Company’s trade receivables:

			Past due trade receivables
	Not past due		< 30 days		31-60 days		60-90 days		90-120 days		>120 days		Total
	USD in thousands
Trade receivables before allowance for doubtful accounts		21,147		1,850		349		183		145		1,068		24,742

Allowance for doubtful accounts		-		-		-		-		-		685		685

December 31, 2022		21,147		1,850		349		183		145		383		24,057

December 31, 2021		21,738		1,901		384		590		222		817		25,652

Other Accounts Receivable (Tables)

12 Months Ended

Dec. 31, 2022

Other Accounts Receivable [Abstract]

Schedule of other accounts receivables

	December 31,
	2022		2021
	USD in thousands
Government authorities		1,127		1,278
Prepaid expenses and advances to suppliers		460		5,542
Other receivables		85		258
		1,672		7,078

Financial Instruments (Details) - Schedule of financial assets at amortized cost - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Schedule of Financial Assets At Amortized Cost [Abstract]
Trade and other receivables	$ 25,729	$ 32,730
Restricted bank deposit	1,516	1,001
Total current	27,245	33,731
Long-term deposit	3,002	3,416
Total non-current	$ 3,002	$ 3,416

Segments

12 Months Ended

Dec. 31, 2022

Segments [Abstract]

SEGMENTS

NOTE 28:-

SEGMENTS

Business segments – chief reporting:

The operating segments are identified on the basis of information that is reviewed by the chief operating decision maker (“CODM”) to make decisions about resources to be allocated and assess its performance. Accordingly, for management purposes, the Group is organized into operating segments based on the products and services of the business units and has operating segments as follows.

Due to the business restructuring in the Company (see Note 1 above), in the reporting year it began reporting two operating segments: the professional services segment and the products and technology segment.

1.	Professional services segment	-	The Company offers data and cybersecurity and system security and reliability solutions and related services such as consulting, planning, training, integrating and ongoing servicing of cybersecurity, risk management, system quality, reliability and security projects and full managed corporate cybersecurity services.

2.	Products and technology	-	The Company develops and markets integrated cybersecurity hardware/software solutions that allow organizations to protect their RAM or confidential computing data to create a reliable work environment.

Revenues and part of the expenses are allocated directly to business segments whereas joint expenses are not allocated to segments. The assets and liabilities that are not allocated consist of joint operational assets and liabilities that are shared by the various operating segments. The Company deems it is impractical to separate them. Segment asset and liability performances and segment income (loss) are estimated based on the operating income (loss) presented in the financial statements.

	Year ended December 31, 2022
	Professional services			Products and technology			Unallocated*			Total
	USD in thousands

Revenues from external customers		78,004			1,739			-			79,743

Total revenues		78,004			1,739			-			79,743

Segment results (operating loss)		(20,659	)		(43,019	)		(15,829	)		(79,507	)

Finance expenses, net											(1,232	)

Loss before taxes on income											(80,739	)

Expenses related to a merger transaction in 2022, see Note 5d below.

	Year ended December 31, 2021
	Professional services			Products and technology			Total
	USD in thousands

Revenues from external customers		31,585			935			32,520

Total revenues		31,585			935			32,520

Segment results (Operating loss)		(1,534	)		(11,307	)		(12,841	)

Finance expenses, net								(312	)

Loss before taxes on income								(13,153	)

Geographical segments:

Year ended December 31, 2022

	Israel		America		Europe		Asia Pacific		Total
	USD in thousands

Revenues		76,127		339		2,983		294		79,743

Main customers:

	USD in thousands
Turnover with main customers (1):
Customer A		10,257
Customer B		6,706

		16,963

(1)

Customers in the professional services segment.

	% of total sales

Customer A		13	%
Customer B		8	%

		21	%

Year ended December 31, 2021

	Israel		America		Europe		Asia Pacific		Total
	USD in thousands

Revenues		31,049		680		755		36		32,520

Main customers:

	Year ended December 31, 2021
	USD in thousands

Turnover with main customers (1):
Customer A		7,004
Customer B		3,887

		10,891

	% of total sales
	2021

Customer A		22	%
Customer B		12	%

		34	%

General

12 Months Ended

Dec. 31, 2022

General [Abstract]

GENERAL

NOTE 1:-

GENERAL

Group description:

HUB Cyber Security Ltd. (formerly: Hub Cyber Security (Israel) Ltd.) (“the Company”) was incorporated under the laws of the State of Israel in 1984 and is engaged in developing and marketing quality management software tools and professional services solutions. The Company’s software tools aim to allow their users to scientifically predict system failures and prevent them during the design stage. The Company and its subsidiaries (“the Group”) are engaged in developing reliable quality assurance systems that support process and product enhancement. The Group’s main customers are organizations and institutions operating in the security, electronics, aviation, telecommunications, banking, and other sectors in Israel and worldwide. Following the Merger Agreement (see below), the Company also operates in the Confidential Computing and network security industry, which is rapidly evolving. The Company became a publicly traded in Tel-Aviv stock exchange (TASE) company on January 23, 2000. As of March 1, 2023, the Company began trading on NASDAQ.

The Company is headquartered in Tel-Aviv, Israel.

Merger between the Company and HUB Cyber Security TLV Ltd.:

On February 28, 2021, the Company and its shareholders signed a merger agreement (“the merger agreement”) with HUB Cyber Security TLV Ltd. (“HUB TLV”) and its shareholders (“the Optionees”). HUB Cyber Security TLV Ltd, was founded in 2017 by veterans of the elite Unit 8200 and Unit 81 of the Israeli Defense Forces. According to the Merger agreement, the Optionees will transfer their entire interests in HUB TLV to the Company in return for 51% of the Company’s issued and outstanding share capital (about 46.51% on a fully diluted basis).

On May 9, 2021, the Company obtained a pre-ruling from the Israel Tax Authority (“the ITA”) which approves the merger as per the provisions of Section 103T to the Israeli Income Tax Ordinance (Revised), 1961 (“the ITO”). The merger agreement was completed on June 21, 2021 (“the merger completion date”) and the Company issued 51,000,0000 Ordinary shares of the Company to the optionees (HUB’s TLV shareholders).

Following to the merger agreement, HUB TLV became a wholly owned subsidiary of the Company and the Company allocated 51% of its issued and outstanding share capital as of the merger completion date to HUB’s shareholders. From the merger completion date, the Company holds the entire equity and voting rights in HUB TLV.

The accounting treatment of the merger agreement:

As a result of the merger agreement which was carried out through a share swap between the Company and HUB, the Company is the legal owner of HUB’s shares. However, from an accounting and economic perspective, it is not the beneficial owner since the merger agreement consists of a reverse acquisition whereby HUB acquired the controlling interests in the Company through the share swap/issue and is therefore the buyer in the merger agreement for accounting purposes. The financial statements disclose the economic results of the merger agreement and therefore address HUB as the accounting acquirer and the Company as the accounting acquiree.

Based on its analysis, the Company decided that the merger agreement should be accounted for as a reverse acquisition for the following reasons:

Following the merger agreement, HUB TLV’s shareholders hold the majority voting rights (51%) in the Company and are the controlling shareholders therein.

Following the merger agreement, the Company’s senior management was appointed by HUB TLV.

The majority of the Company’s directors (other than external directors) were appointed by HUB TLV.

Following are the effects of the accounting treatment of the reverse acquisition on the financial statements:

The statements of profit or loss and cash flows for the year ended December 31, 2021 reflect the operating results and cash flows of HUB TLV (the accounting acquirer) prior to the merger agreement and the consolidated operating results and cash flows of the Company and HUB after the merger agreement. The statements of profit or loss and cash flows for comparative periods reflect only the operating results and cash flows of HUB TLV (the accounting acquirer).

The share capital and loss per share data before the merger agreement was restated to retroactively reflect the number of shares issued by the Company to HUB’s shareholders in the merger agreement based on the swap ratio with HUB TLV’s shares as determined in the merger agreement.

As part of the merger agreement, the Company undertook to allocate about 25,000,000 share options to senior officers, employees and consultants of the Company and to the investment bank which assisted the merger agreement, see more information in Note 5 below.

Acquisition of Comsec Ltd.:

On September 27, 2021, the Company signed an agreement for the purchase of the entire issued and outstanding share capital, on a fully diluted basis, of Comsec Ltd. (“Comsec”), including owners’ loans and capital notes (collectively – “the securities”), from Eldav Investments Ltd. (“the seller”). In return for the securities, the Company paid NIS 70,000 thousand (USD 21,848 thousand) (“the purchase price”), of which NIS 40,000 thousand (USD 12,484 thousand) in cash and NIS 30,000 thousand (USD 9,363 thousand) in Company shares. The purchase price was paid to the seller upon closing.

Comsec was a private company that provides cybersecurity consulting, design, testing and control services and sells data security and cybersecurity software and hardware solutions by itself and through its subsidiaries in Israel and overseas. In the first half of 2021, Comsec completed the technological development of a cyber automation solution and began marketing and profiting from its internally developed D-Storm product.

The acquisition transaction was completed on November 17, 2021 and from that date, the Company consolidated the financial statements of Comsec in the consolidated financial statements, see also Note 5 below.

Going Concern

The Company’s financial statements have been prepared on a basis that assumes that it will continue as a going concern and the ordinary course of business will continue in alignment with Management’s 2023-2024 business plan. However, the Company faces significant uncertainty regarding the adequacy of its liquidity and capital resources and its ability to repay its obligations as they become due.

As of December 31, 2022, the Company has incurred accumulated losses in the amount of $99,042 thousand, and had a negative working capital in the amount of $24,638 thousand. Also, for the year ended on December 31, 2022 the Company used $23,432 thousand in operating activities. The Company expects to continue to incur losses in 2023 and potentially thereafter as well. On December 31, 2022, the Company’s cash and cash equivalents position is not sufficient to fund the Company’s planned operations for at least a year beyond the date of the filing date of the consolidated financial statements and the Company requires an immediate cash injection to fund its operations. Those factors raise substantial doubt about the Company’s ability to continue as a going concern.

Beginning in 2023, the Company completed several steps in an effort to improve its cash position. Among other measures, the Company had completed reorganization steps that decreased its burn rate (including layoffs and the replacement of several lease contracts), renegotiated some of its loan agreements including receiving waivers from the bank regarding defaults of its existing covenants, raised $4 million out of its PIPE investors and approximately $10.2 million through three signed loan agreements. Until the Company scales to a revenue level that permits cash self-sufficiency, the Company requires constant and immediate cash injections to continue to operate, while currently continuing to generate negative cash flows and failing to meet its obligations, including financial, suppliers debts, authorities, and other ordinary course of operations costs (see also Note 13 and Note 29, regarding the Company’s loans and covenants).

As of December 31, 2022 the Company had signed subscription agreements with investors to invest $50 million in a PIPE upon completion of the merger with the SPAC (see note 5d.). As of the date of this report $46 million has not been received, it is uncertain if the Company will be able to receive the remaining PIPE funds.

The Company’s management is closely monitoring the situation and has been attempting to alleviate the liquidity and capital resources concerns through interim financing facilities and other capital raising efforts. However, such efforts remain uncertain and are predicated upon events and circumstances which are outside the Company’s control.

The consolidated financial statements for the year ended December 31, 2022 do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. Such adjustments could be material.

Internal investigation.

In June, 2023 the Special Committee (the “Special Committee”) of the Board of Directors (the “Board”) of HUB Cyber Security Ltd. (the “Company”) substantially completed its independent internal investigation (the “Internal Investigation”).

The Special Committee believed that it found sufficient evidence to conclude that the Company’s former Chief Executive Officer (“Former Senior Officer”), and his wife, the former Chief of Staff of the Company, misappropriated approximately NIS 2 million (approximately $582 thousand) for personal use. Further the evidence reviewed by the Special Committee, supported the determination that, in certain instances, the Former Senior Officer, authorized payments to contractors without either (i) proper documentation and signatory approval; or (ii) approved budget and expense reports.

During the course of the investigation, evidence was also uncovered that one of the controllers of the Company, with the permission of the Former Senior Officer, used Company credit card for personal use in the amount of approximately NIS 400,000 (approximately $110,000). These personal expenses were neither factored into the Controller’s payroll nor properly documented in the Company’s financial books and records. Additionally, the Former Senior Officer approved a bonus of NIS 250,000 to the Controller. However, this bonus was not paid to the Controller but instead was paid to third-party at the Controller’s direction. The Company has commenced termination proceedings against the controller in accordance with Israeli law.

In light of the Special Committee’s findings, the Board has taken and has directed the Company to take action to implement significant remedial measures. The employment of the Former Senior Officer was terminated effective July 24, 2023 for cause by the Company in connection with these unauthorized expenses. The Former Senior Officer also resigned from the Board on August 15 2023. The Company is evaluating all available options under applicable law to recover damages associated with the Former Senior Officer’s and the former Chief of Staff’s conduct.

The events described above regarding the Special Committee and Internal Investigation are the subject of possible regulatory review and expose the Company and its directors and officers to possible investigations and possible enforcement actions by regulators both in Israel and the United States, including the Israel Security Authority, Israel Tax Authority, U.S Securities and Exchange Commission, Nasdaq and/or U.S. Department of Justice.

The Special Committee is neither a civil nor a criminal a court of law and no court has yet substantiated the findings of the Special Committee. It is possible that a court of law may find differently than the Special Committee has, which could expose the Company to counterclaims from the Former Senior Officer, the former Chief of Staff or others. Additionally, while the Company has informed the Former Senior Officer that he has been summarily dismissed as an employee, the Former Senior Officer has resigned from the Board. The Company has commenced a legal action in Israel against the former Chief of Staff to dispute her requests for severance payments in accordance with Israeli law, there can be no assurance that the Former Senior Officer, the former Chief of Staff or others will not bring forth any claims or commence any litigation against the Company in connection with the former Senior Officer’s dismissal, the Company’s challenging the former Chief of Staff severance payments or the publication of the Special Committee’s findings from the Internal Investigation.

The Company has provided certain information and documentation to certain regulatory authorities and is prepared to respond to any regulatory inquiry it may receive. The Company’s management and its Board of directors do not currently believe there are any impacts on the Company’s financial statements. If the Company were to be subject to an investigation or enforcement action from a regulatory agency it could have a material adverse effect on the Company’s business, financial position and results of operations.

Definitions:

In these financial statements:

The Company

HUB Cyber Security Ltd. (formerly: HUB CYBER SECURITY (ISRAEL) LTD and ALD Advanced Logistics Developments Ltd.).

HUB TLV

HUB Cyber Security TLV Ltd.

Subsidiaries	-	Companies that are controlled by the Company (as defined in IFRS 10) and whose accounts are consolidated with those of the Company.

Investees	-	Subsidiaries.

The Group	-	The Company and its investees.

Related parties	-	As defined in IAS 24.

The estimated fair value of assets acquired and liabilities assumed from acquisitions completed during 2021 were based upon preliminary calculations and valuations. These estimates were finalized during 2022 as part of the measurement period.

The Company has retrospectively restated its financial statements as of December 31, 2021, in order to retroactively reflect the effect of the change in the Company’s purchase price allocation.

The effect of the above change on the Company’s financial statements is as follows:

	As previously reported		The change			As presented in these financial statements
	USD in thousands

December 31, 2021:

Goodwill		30,852		1,140			31,992
Liabilities for government grants		1,344		(383	)		961
Deferred tax assets		4,156		(687	)		3,469
Deferred tax liabilities		3,897		837			4,734

Short Term Loan

12 Months Ended

Dec. 31, 2022

Short Term Loan [Abstract]

SHORT TERM LOAN

NOTE 13:-

SHORT TERM LOAN

Composition:

	December 31,
	2022		2021
	USD in thousands
Short-term loan (1)-(6)		13,417		10,195
Accrued interest		15		-
Current maturities of long-term loan		-		1,084
		13,432		11,279

(1)

(2)

(3)

(4)

(5)

On-call loans received by Comsec, in an aggregate principal amount of NIS 34,106 thousand (USD 9,692 thousand). As of December 31, 2022 the remaining principal amount is USD 9,690 thousand.

The Company holds restricted bank deposits in the amount of USD 3,002 thousand, to secure Comsec on-call loans mentioned above.

(6)

As of December 31, 2022, the Company has unutilized credit facilities in an aggregate of NIS 3,313 (USD 941) thousand.

As of December 31, 2022, the Company is not in compliance with the financial covenants described below therefore the loans are classified to Short-Term Loan.

Financial covenants:

In connection with bank loans whose balance as of December 31, 2022 approximates NIS 337 thousand (USD 95 thousand), the subsidiary, Aginix, has undertaken towards the lending bank to meet the following financial covenants: the subsidiary’s adjusted equity will not be lower than NIS 500 thousand and its ratio to balance sheet will not be lower than 10%.

In connection with bank loans whose balance as of December 31, 2022 approximates NIS 46,929 thousand (USD 13,336 thousand), the subsidiary, Comsec, has undertaken towards the lending bank to meet the following financial covenants: the subsidiary’s customer debt to on-call bank credit will not be lower than 1.2 and the ratio of long-term debt less cash to EBITDA will not be higher than 3.5 at all times.

As of December 31, 2022, the subsidiary, Comsec, is not in compliance with the above financial covenants therefore the loans are classified to Short-Term Loan. In May 2023, after the reported date, the Company received a waiver from the lending bank for its rights to claim the loans amount for immediate repayment for not meeting the covenants as of December 31, 2022 (see also Note 1d).

As for collaterals and charges, see Note 22a below.

Balances and Transactions with Interested and Related Parties

12 Months Ended

Dec. 31, 2022

Balances and Transactions with Interested and Related Parties [Abstract]

BALANCES AND TRANSACTIONS WITH INTERESTED AND RELATED PARTIES

NOTE 27:-

BALANCES AND TRANSACTIONS WITH INTERESTED AND RELATED PARTIES

Balances with interested and related parties:

December 31, 2022

For
details see

Controlling
shareholder

Key
management
personnel

Note

USD in thousands

Other accounts payable

December 31, 2021

	For details see		Controlling shareholder		Key management personnel
	Note		USD in thousands

Other accounts payable		15		69		54
Highest balance of current debts during the year		-		17		-

Salaries and benefits to interested and related parties:

	Year ended December 31,
	2022		2021		2020
	USD in thousands
Cost of sales, research and development expenses, sales and marketing expenses and general and administrative expenses, net:
Salary and related benefits to CEO and director employed by the Company (controlling shareholder) including cost of share-based payment (1)		3,872		1,571		153
Fees of directors not employed by the Company including cost of share-based payment (6)		312		289		-
Salary and related benefits to formerly Deputy CEO and COO including cost of share-based payment (2) (5)		1,777		803		-
Salary and related benefits to Chief of Staff including cost of share-based payment (4)		1,140		544		-
Salary and related benefits to formerly Chairman of the Board including cost of share-based payment (3) (5)		2,355		832		-
		9,456		4,039		153

(1)

(2)

(3)

Relates to the cost of employment of Dr. Zigmund Bluvband, formerly the Chairman of the Company’s Board. Dr. Zigmund no longer works at the Company since April 30, 2022.

(4)

(5)

Key management personnel.

(6)

Other interested and related parties.

The salary and related benefits amounts including the additional expenses of the extension of the expiry date of options as detailed in note 18f.

Transactions with interested and related parties:

Year ended December 31, 2022

	Controlling shareholder		Key management personnel		Other interested and related parties		Total
	USD in thousands

General and administrative expenses		5,012		4,132		312		9,456
		5,012		4,132		312		9,456

Year ended December 31, 2021

	Controlling shareholder		Key management personnel		Other interested and related parties		Total
	USD in thousands

Cost of sales		-		143		-		143
Sales and marketing expenses		-		16		-		16
General and administrative expenses		2,076		1,503		301		3,880
		2,076		1,662		301		4,039

Year ended December 31, 2020

	For terms		Controlling shareholder		Key management personnel		Other interested and related parties		Total
	see Note		USD in thousands

Cost of sales		27d		-		-		-		-
Sales and marketing expenses		27d		-		-		-		-
General and administrative expenses		27d		153		-		-		153
				153		-		-		153

General (Details) - Schedule of change on the Company’s financial statements $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
As Previously Reported [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Goodwill	$ 30,852
Liabilities for government grants	1,344
Deferred tax assets	4,156
Deferred tax liabilities	3,897
The Change [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Goodwill	1,140
Liabilities for government grants	(383)
Deferred tax assets	(687)
Deferred tax liabilities	837
As Presented in these Financial Statements [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Goodwill	31,992
Liabilities for government grants	961
Deferred tax assets	3,469
Deferred tax liabilities	$ 4,734

Non-Current Liabilities (Details) - Schedule of maturity profile of lease liabilities and other long-term liabilities $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Non-Current Liabilities (Details) - Schedule of maturity profile of lease liabilities and other long-term liabilities [Line Items]
Lease liabilities	$ 6,467
Liabilities for government grants	1,289
Total	7,756
First year [Member]
Non-Current Liabilities (Details) - Schedule of maturity profile of lease liabilities and other long-term liabilities [Line Items]
Lease liabilities	1,472
Liabilities for government grants	402
Total	1,874
Second year [Member]
Non-Current Liabilities (Details) - Schedule of maturity profile of lease liabilities and other long-term liabilities [Line Items]
Lease liabilities	1,750
Liabilities for government grants	151
Total	1,901
Third year [Member]
Non-Current Liabilities (Details) - Schedule of maturity profile of lease liabilities and other long-term liabilities [Line Items]
Lease liabilities	1,793
Liabilities for government grants	135
Total	1,928
Fourth year [Member]
Non-Current Liabilities (Details) - Schedule of maturity profile of lease liabilities and other long-term liabilities [Line Items]
Lease liabilities	1,007
Liabilities for government grants	122
Total	1,129
Fifth year [Member]
Non-Current Liabilities (Details) - Schedule of maturity profile of lease liabilities and other long-term liabilities [Line Items]
Lease liabilities	356
Liabilities for government grants	109
Total	465
Sixth year and onwards [Member]
Non-Current Liabilities (Details) - Schedule of maturity profile of lease liabilities and other long-term liabilities [Line Items]
Lease liabilities	89
Liabilities for government grants	370
Total	$ 459

Share-Based Payment (Details) - Schedule of fair value measurement of the share options	1 Months Ended		12 Months Ended
	Oct. 31, 2022 $ / shares	Oct. 31, 2022 ₪ / shares	Dec. 31, 2022 $ / shares	Dec. 31, 2022 ₪ / shares
Share-Based Payment (Details) - Schedule of fair value measurement of the share options [Line Items]
Expected volatility of the share prices (%)			60.00%	60.00%
Risk-free interest rate (%)			0.19%	0.19%
Expected life of share options (years)			1 year 6 months	1 year 6 months
Share price (in New Shekels per share and Dollars per share) \| (per share)	$ 2.47	₪ 8.63	$ 1.66	₪ 6.09
Black and Scholes [Member]
Share-Based Payment (Details) - Schedule of fair value measurement of the share options [Line Items]
Expected volatility of the share prices (%)			58.11%	58.11%
Risk-free interest rate (%)			0.43%	0.43%
Expected life of share options (years)			6 years	6 years
Share price (in New Shekels per share and Dollars per share) \| (per share)			$ 1.67	₪ 6.11
Hull-White model [Member]
Share-Based Payment (Details) - Schedule of fair value measurement of the share options [Line Items]
Expected volatility of the share prices (%)			60.00%	60.00%
Share price (in New Shekels per share and Dollars per share) \| (per share)			$ 1.67	₪ 6.11
Bottom of range [Member] \| Hull-White model [Member]
Share-Based Payment (Details) - Schedule of fair value measurement of the share options [Line Items]
Risk-free interest rate (%)			0.19%	0.19%
Expected life of share options (years)			2 years	2 years
Top of range [Member] \| Hull-White model [Member]
Share-Based Payment (Details) - Schedule of fair value measurement of the share options [Line Items]
Risk-free interest rate (%)			0.29%	0.29%
Expected life of share options (years)			4 years	4 years

Property and Equipment

12 Months Ended

Dec. 31, 2022

Property Plant And Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 11:-

PROPERTY AND EQUIPMENT

Composition and movement:

2022

	Motor vehicles			Office furniture and equipment			Computers and peripheral equipment			Leasehold improvements			Total
	USD in thousands
Cost:

Balance as of January 1, 2022		258			291			572			272			1,393
Purchases in the year		1			99			412			373			885
Disposals during the year		(35	)		(121	)		(105	)		-			(261	)
Adjustments arising from translating financial statements from functional currency to presentation currency		(27	)		(34	)		(81	)		(47	)		(189	)

Balance as of December 31, 2022		197			235			798			598			1,828

Accumulated depreciation:

Balance as of January 1, 2022		19			20			180			28			247
Depreciation in the year		38			74			143			54			309
Adjustments arising from translating financial statements from functional currency to presentation currency		(4	)		(5	)		(27	)		(6	)		(42	)

Balance as of December 31, 2022		53			89			296			76			514

Depreciated cost as of December 31, 2022		144			146			502			522			1,314

2021

	Motor vehicles		Office furniture and equipment		Computers and peripheral equipment		Leasehold improvements		Total
	USD in thousands
Cost:

Balance as of January 1, 2021		-		19		92		32		143
Initial consolidation of subsidiaries		71		197		264		223		755
Purchases in the year		177		70		200		6		453
Adjustments arising from translating financial statements from functional currency to presentation currency		10		5		16		11		42

Balance as of December 31, 2021		258		291		572		272		1,393

Accumulated depreciation:

Balance as of January 1, 2021		-		4		45		5		54
Depreciation in the year		18		16		130		22		186
Adjustments arising from translating financial statements from functional currency to presentation currency		1		-		5		1		7

Balance as of December 31, 2021		19		20		180		28		247

Depreciated cost as of December 31, 2021		239		271		392		244		1,146

Financial Instruments

12 Months Ended

Dec. 31, 2022

Financial Instruments [Abstract]

FINANCIAL INSTRUMENTS

NOTE 18:-

FINANCIAL INSTRUMENTS

Financial assets:

Financial assets at amortized cost:

	December 31,
	2022		2021
	USD in thousands
Trade and other receivables		25,729		32,730
Restricted bank deposit		1,516		1,001
Total current		27,245		33,731
Long-term deposit		3,002		3,416
Total non-current		3,002		3,416

Other financial liabilities:

Other financial liabilities at amortized cost:
Bank loan (1)	13,432	15,078
Trade payables	13,771	14,994
Other accounts payable	25,322	9,662
Liabilities for government grants	1,289	961
Total other financial liabilities at amortized cost	53,814	40,695

Total current	52,927	36,129
Total non-current	887	4,566

(1)

The interest rate is Prime (Bank of Israel intrabank plus 1.5%) + 0.7%-2.1%.

Financial risk management objectives and policies:

The Company’s principal financial liabilities, other than derivatives, are comprised of loans and borrowings, receivables and financial guarantee contracts. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to support its operations. The Company’s principal financial assets include cash and short-term deposits that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Company established a financial risk committee that advises senior management on financial risks and the appropriate financial risk governance framework for the Company. The financial risk committee provides assurance to the senior management that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company’s policy that no trading in derivatives for speculative purposes may be undertaken. The Board reviews and approves the policies for each of the risks summarized below.

Financial risks factors:

The Group’s activities expose it to various financial risks such as market risks (foreign currency risk, interest risk and price risk), credit risk and liquidity risk. The Group’s comprehensive risk management plan focuses on activities that reduce to a minimum any possible adverse effects on the Group’s financial performance.

Risk management is performed by the Company’s CEO.

Exchange rate risk:

The Group operates internationally and is therefore exposed to exchange rate risk arising from exposure to various foreign currencies, mainly the USD and the Euro. Exchange rate risk arises from future commercial contracts, recognized assets and liabilities that are denominated in a foreign currency other than the functional currency and net investments in foreign operations.

Credit risk:

As of December 31, 2022, cash and cash equivalents amounted to USD 3,994 thousand. The entire cash and cash equivalents are invested with high quality financial institutions. The Company and the subsidiaries monitor customer debts on an ongoing basis and include specific allowances for doubtful accounts which adequately reflect the loss inherent in debts whose collection is doubtful as per the estimate of the Company and the subsidiaries.

Liquidity risk:

The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of overdrafts and loans (see also Note 1d).

Interest rate risk:

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term liabilities with floating interest. The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans (see also note 1d).

Fair value:

The carrying amount of cash and cash equivalent, trade receivables, other accounts receivable, short-term bank credit, trade payables and other accounts payable approximates their fair value.

Warrants to ordinary shares:

The warrants and ordinary shares, are settled by the Company in exchanging a fixed amount of cash for fixed pre-determined number of the Company’s equity instruments. As such, the Company classified the warrants and the ordinary share as an equity instrument.

On October 24, 2022, the Board of the Company approved the extension of the expiry date of 19,397,410 warrants issued to some of the Company’s investors as well as of 10,102,524 warrants issued to its management employees and services providers, including its CEO, the COS, the former COO and former chairman of the board. The original expiration date of the warrants was December 21, 2022 and their period was extended in additional 24 months until December 31, 2024. The extension of the warrants increases their value by USD 10,458 thousand. Of which this amount USD 5,102 thousand and USD 5,356 thousand relates to the Company’s investors and employees, respectively, and thus was recognized within equity and as expenses, respectively.

Balances and Transactions with Interested and Related Parties (Details) - Schedule of transactions with interested and related parties - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Balances and Transactions with Interested and Related Parties (Details) - Schedule of transactions with interested and related parties [Line Items]
General and administrative expenses	$ 9,456	$ 3,880	$ 153
Total	9,456	4,039	153
Cost of sales		143
Sales and marketing expenses		16
Controlling shareholder [Member]
Balances and Transactions with Interested and Related Parties (Details) - Schedule of transactions with interested and related parties [Line Items]
General and administrative expenses	5,012	2,076	153
Total	5,012	2,076	153
Cost of sales
Sales and marketing expenses
Key management personnel [Member]
Balances and Transactions with Interested and Related Parties (Details) - Schedule of transactions with interested and related parties [Line Items]
General and administrative expenses	4,132	1,503
Total	4,132	1,662
Cost of sales		143
Sales and marketing expenses		16
Other interested and related parties [Member]
Balances and Transactions with Interested and Related Parties (Details) - Schedule of transactions with interested and related parties [Line Items]
General and administrative expenses	312	301
Total	$ 312	301
Cost of sales
Sales and marketing expenses

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Consolidated Statements Of Comprehensive Income Loss [Abstract]
Net loss	$ (80,000)	$ (13,623)	$ (2,760)
Amounts that will be or that have been reclassified to profit or loss when specific conditions are met:
Foreign currency translation adjustments		(1)
Amounts that will not be reclassified subsequently to profit or loss:
Actuarial loss from defined benefit plan	(121)	(653)
Foreign currency translation from functional currency to presentation currency	(5,473)	2,515	112
Total other comprehensive income (loss)	(5,594)	1,861	112
Total comprehensive loss	(85,594)	(11,762)	(2,648)
Attributable to:
Equity holders of the Company	(87,095)	(11,327)	(2,648)
Non-controlling interests	1,501	(435)
Total comprehensive income for the year	$ (85,594)	$ (11,762)	$ (2,648)

Short Term Loan (Details) ₪ in Thousands, $ in Thousands						12 Months Ended
Short Term Loan (Details) ₪ in Thousands, $ in Thousands	Sep. 30, 2023	Feb. 28, 2023	Aug. 31, 2022 USD ($)	Sep. 30, 2021 USD ($)	Jul. 31, 2020 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2022 ILS (₪)	Dec. 15, 2022 USD ($)	Dec. 15, 2022 ILS (₪)	Aug. 31, 2022 ILS (₪)	Sep. 30, 2021 ILS (₪)	Jul. 31, 2020 ILS (₪)
Short Term Loan (Details) [Line Items]
Principal amount				$ 1,934	$ 1,452	$ 1,258		$ 500	₪ 1,708		₪ 6,000	₪ 5,000
Annual interest				1.50%	6.25%
Principal amount						184
Interest of Prime			4.85%
Remaining principal amount						485
Aggregate principal amount						9,692	₪ 34,106
Restricted bank deposits						3,002
Bearing interest		8.75%
Aggregate value						$ 941	3,313
Bank loans \| ₪							337
Subsidiary’s adjusted equity (in New Shekels) \| ₪							₪ 500
Interest lower						10.00%	10.00%
Instalments One [Member]
Short Term Loan (Details) [Line Items]
Annual interest	1.50%
Instalments Two [Member]
Short Term Loan (Details) [Line Items]
Annual interest	1.95%
Financial covenants [Member]
Short Term Loan (Details) [Line Items]
Bank loans						$ 95
Bank Loans [Member]
Short Term Loan (Details) [Line Items]
Bank loans						13,336	₪ 46,929
Comsec Ltd [Member]
Short Term Loan (Details) [Line Items]
Principal amount				$ 309							₪ 980
Aginix [Member]
Short Term Loan (Details) [Line Items]
Principal amount			$ 151							₪ 500
Remaining principal amount			$ 95
Comsec [Member]
Short Term Loan (Details) [Line Items]
Principal amount						9,690
Comsec Ltd [Member]
Short Term Loan (Details) [Line Items]
Principal amount						$ 1,705

Significant Accounting Policies (Details) - Schedule of useful life of intangible assets	12 Months Ended
	Dec. 31, 2022
Patents [Member]
Significant Accounting Policies (Details) - Schedule of useful life of intangible assets [Line Items]
Useful life of intangible assets	10 years
Customer relations [Member] \| Bottom of range [Member]
Significant Accounting Policies (Details) - Schedule of useful life of intangible assets [Line Items]
Useful life of intangible assets	3 years 6 months
Customer relations [Member] \| Top of range [Member]
Significant Accounting Policies (Details) - Schedule of useful life of intangible assets [Line Items]
Useful life of intangible assets	10 years
Order backlog [Member]
Significant Accounting Policies (Details) - Schedule of useful life of intangible assets [Line Items]
Useful life of intangible assets	1 year
Technology [Memeber] \| Bottom of range [Member]
Significant Accounting Policies (Details) - Schedule of useful life of intangible assets [Line Items]
Useful life of intangible assets	2 years
Technology [Memeber] \| Top of range [Member]
Significant Accounting Policies (Details) - Schedule of useful life of intangible assets [Line Items]
Useful life of intangible assets	4 years

Financial Instruments (Details) - Schedule of other financial liabilities - USD ($)
$ in Thousands

Dec. 31, 2022

Dec. 31, 2021

Schedule of Other Financial Liabilities [Abstract]

Bank loan

^[1]

$ 13,432

$ 15,078

Liabilities for government grants

13,771

14,994

Other accounts payable

25,322

9,662

1,289

961

Total other financial liabilities at amortized cost

53,814

40,695

Total current

52,927

36,129

Total non-current

$ 887

$ 4,566

[1]	The interest rate is Prime (Bank of Israel intrabank plus 1.5%) + 0.7%-2.1%.

Other Long Term Liabilities

12 Months Ended

Dec. 31, 2022

Other Long Term Liabilities [Abstract]

OTHER LONG TERM LIABILITIES

NOTE 17:-

OTHER LONG TERM LIABILITIES

Government grants:

	2022		2021
	USD in thousands
Balance as of January 1,		961		536
Initial consolidation of subsidiaries		-		738
Grants received during the year		77		202
Liability revaluation		251		(515	)
Balance as of December 31,		1,289		961

Presented in the statement of financial position as follows:

	December 31,
	2022		2021
	USD in thousands
In current liabilities		402		194
In non-current liabilities		887		767
		1,289		961

Government grants:

The Company received from the Government of Israel grants for participation in research and development in return for the payment of royalties of 3.5% on sales of products resulting from the funded research and development up to 100% of the grants received.

The financial statements include the liability in the amount which management expects to repay the IIA, within ten years, discounted at a rate of 11.5%.

As of December 31, 2022, total grants received by HUB amount to USD 973 thousand and no material amount was paid. In 2022 new grant was received in the amount of 77 thousand.

As of December 31, 2022, total grants received by ALD and ALD Software, the subsidiary, amount to 1,873 USD thousand and the total royalties paid was 467 USD thousand.

Business Combinations (Details) - Schedule of cash outflow/inflow on the acquisition $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Business Combinations (Details) - Schedule of cash outflow/inflow on the acquisition [Line Items]
Cash and cash equivalents acquired with the acquiree at the acquisition date	$ (387)
Cash paid	13,013
Net cash	12,626
HUB reverse acquisition [Member]
Business Combinations (Details) - Schedule of cash outflow/inflow on the acquisition [Line Items]
Cash and cash equivalents acquired with the acquiree at the acquisition date	606
Cash paid
Net cash	$ 606

Document And Entity Information	12 Months Ended
Document And Entity Information	Dec. 31, 2022 shares
Document Information Line Items
Entity Registrant Name	HUB Cyber Security Ltd.
Document Type	20-F
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	88,791,362
Amendment Flag	false
Entity Central Index Key	0001905660
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Registration Statement	false
Document Annual Report	true
Document Transition Report	false
Document Shell Company Report	false
Entity File Number	001-41634
Entity Incorporation, State or Country Code	L3
Entity Address, Address Line One	17 Rothschild Blvd
Entity Address, City or Town	Tel Aviv
Entity Address, Country	IL
Entity Address, Postal Zip Code	6688120
Entity Interactive Data Current	Yes
Document Accounting Standard	International Financial Reporting Standards
Auditor Firm ID	1281
Auditor Name	KOST FORER GABBAY & KASIERER
Auditor Location	Tel-Aviv, Israel
Ordinary shares, no par value
Document Information Line Items
Trading Symbol	HUBC
Title of 12(b) Security	Ordinary shares, no par value
Security Exchange Name	NASDAQ
Warrants to purchase ordinary shares
Document Information Line Items
Trading Symbol	HUBCW
Title of 12(b) Security	Warrants to purchase ordinary shares
Security Exchange Name	NASDAQ
Warrants to purchase ordinary shares one
Document Information Line Items
Trading Symbol	HUBCZ
Title of 12(b) Security	Warrants to purchase ordinary shares
Security Exchange Name	NASDAQ
Business Contact
Document Information Line Items
Entity Address, Address Line One	17 Rothschild Blvd
Entity Address, City or Town	Tel Aviv
Entity Address, Country	IL
Entity Address, Postal Zip Code	6688120
Contact Personnel Name	Uzi Moskovich
City Area Code	+972
Local Phone Number	972-3-924-4074

Leases (Details) ₪ in Thousands, $ in Thousands			12 Months Ended
Leases (Details) ₪ in Thousands, $ in Thousands	May 31, 2017 USD ($) m²	May 31, 2017 ILS (₪) m²	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 ILS (₪)	Dec. 31, 2019 USD ($)	Dec. 31, 2019 ILS (₪)
Leases (Details) [Line Items]
Leases term	10 years	10 years		5 years	5 years	2 years	2 years
Extension options term	5 years	5 years	5 years	5 years	5 years	2 years	2 years
lease of offices area (in Square Meters)	1,600	1,600
Monthly lease fees	$ 22	₪ 110	$ 12,147	$ 93	₪ 300	$ 5	₪ 18
Lease agreement terms						2 years	2 years
Motor Vehicles [Member]
Leases (Details) [Line Items]
Leases term			12 months
Bottom of range [Member]
Leases (Details) [Line Items]
Leases term			3 years
Bottom of range [Member] \| Buildings [Member]
Leases (Details) [Line Items]
Leases term			2 years
Bottom of range [Member] \| Motor Vehicles [Member]
Leases (Details) [Line Items]
Leases term			3 years
Top of range [Member]
Leases (Details) [Line Items]
Leases term			10 years
Top of range [Member] \| Buildings [Member]
Leases (Details) [Line Items]
Leases term			10 years
Top of range [Member] \| Motor Vehicles [Member]
Leases (Details) [Line Items]
Leases term			4 years

Consolidated Statements of Profit or Loss
₪ in Thousands, $ in Thousands

12 Months Ended

Dec. 31, 2022

USD ($)

$ / shares

Dec. 31, 2021

USD ($)

$ / shares

Dec. 31, 2020

USD ($)

$ / shares

Research and development expenses, net

Revenues

$ 79,743

$ 32,520

$ 38

Cost of revenues

73,297

27,424

Gross profit

6,446

5,096

5,574

5,796

1,423

Sales and marketing expenses

^[1]

22,800

2,774

General and administrative expenses

^[1],[2]

57,579

9,367

1,289

Operating loss

(79,507)

(12,841)

(2,674)

Finance income

(469)

(5)

(13)

Finance expenses

1,701

317

Loss before taxes on income

(80,739)

(13,153)

(2,760)

Taxes on income (tax benefit)

(739)

470

Net loss

(80,000)

(13,623)

(2,760)

Attributable to:

Equity holders of the Company

(81,595)

(13,232)

(2,760)