Exhibit 99.6

AIROBOTICS LTD.
Consolidated Statements of Financial Position

 

As of
June 30

 

As of December 31
2021

   

2022

 

2021

 
   

Unaudited

 

Audited

   

U.S. dollars in thousands

Current assets

   

 

   

 

   

 

Cash and cash equivalents

 

2,849

 

 

4,556

 

 

6,686

 

Restricted cash

 

57

 

 

60

 

 

62

 

Accounts receivables

 

356

 

 

122

 

 

250

 

Inventory

 

1,126

 

 

 

 

1,210

 

Other accounts receivables

 

307

 

 

652

 

 

393

 

   

4,695

 

 

5,390

 

 

8,601

 

Non-current assets

   

 

   

 

   

 

Long-term deposits

 

46

 

 

32

 

 

34

 

Right-of-use-assets

 

508

 

 

777

 

 

674

 

Property and equipment, net

 

2,772

 

 

5,557

 

 

3,142

 

Intangible assets, net

 

15

 

 

39

 

 

26

 

   

3,341

 

 

6,405

 

 

3,876

 

Total assets

 

8,036

 

 

11,795

 

 

12,477

 

     

 

   

 

   

 

Current liabilities

   

 

   

 

   

 

Accounts payables

 

85

 

 

447

 

 

312

 

Lease liability

 

309

 

 

310

 

 

328

 

Government grants liability

 

78

 

 

196

 

 

134

 

Convertible loans

 

 

 

13,282

 

 

 

Loan from related party

 

1,043

 

 

 

 

 

Other Payables

 

1,281

 

 

1,722

 

 

1,517

 

   

2,796

 

 

15,957

 

 

2,291

 

Non-current liabilities

   

 

   

 

   

 

Government grants liability

 

1,528

 

 

1,352

 

 

1,348

 

Long-term lease liabilities

 

223

 

 

545

 

 

452

 

SAFE liability

 

 

 

4,497

 

 

 

   

1,751

 

 

6,394

 

 

1,800

 

Total liabilities

 

4,547

 

 

22,351

 

 

4,091

 

     

 

   

 

   

 

Equity

   

 

   

 

   

 

Ordinary share capital

 

52

 

 

153

 

 

51

 

Share premium and reserves

 

150,331

 

 

119,949

 

 

149,094

 

Foreign currency translation reserve

 

(2

)

 

(3

)

 

(2

)

Accumulated deficit

 

(146,892

)

 

(130,655

)

 

(140,757

)

Total equity (deficiency)

 

3,489

 

 

(10,556

)

 

8,386

 

Total liabilities and equity

 

8,036

 

 

11,795

 

 

12,477

 

     

 

   

 

   

 

The attached Notes constitute an integral part of the interim consolidated financial statements.

September 22, 2022

     

Ron Stern

     

Meir Kliner

     

Yishay Curelaru

Financial statements approval date

     

Chairman

     

CEO and Director

     

CFO & COO

1

AIROBOTICS LTD.
Consolidated Statements of Comprehensive Income

 

For the six months
ended
June 30

 

For the year
ended on
December 31
2021

   

2022

 

2021

 
   

Unaudited

 

Audited

   

U.S. dollars in thousands

Revenues (see Note 3)

 

544

 

1,646

 

 

3,287

Cost of revenues

 

1,299

 

2,225

 

 

3,661

Gross loss

 

755

 

579

 

 

374

Research and development expenses

 

2,103

 

4,255

 

 

7,702

Sales and marketing expenses

 

1,104

 

799

 

 

3,219

General and administrative expenses

 

1,646

 

2,787

 

 

6,033

Other expenses (income), net

 

287

 

(880

)

 

146

Operating loss

 

5,895

 

7,540

 

 

17,474

Financing expenses

 

330

 

1,141

 

 

1,383

Financing income

 

90

 

14

 

 

88

Loss for the period

 

6,135

 

8,667

 

 

18,769

         

 

   

Other comprehensive loss

       

 

   
         

 

   

Other comprehensive loss that may be reclassified to profit or loss in subsequent periods (net of tax):

       

 

   

Loss from exchange differences on translation of foreign operations

 

 

3

 

 

2

Loss from disposal of foreign operation

 

 

466

 

 

466

Total other comprehensive loss, net of tax

 

 

469

 

 

468

Total comprehensive loss

 

6,135

 

9,136

 

 

19,237

The attached Notes constitute an integral part of the interim consolidated financial statements.

2

AIROBOTICS LTD.
Consolidated Statements of Changes in Equity (Equity Deficit)

 

Ordinary
share
capital

 

Share
premium
and
reserves

 

Foreign
currency
translation
reserve

 

Accumulated
deficit

 

Total

   

Unaudited

   

U.S. dollars in thousands

Balance as of January 1, 2022

 

51

 

149,094

 

(2

)

 

(140,757

)

 

8,386

 

Loss for the period

 

 

 

 

 

(6,135

)

 

(6,135

)

Capital contribution from related party(*)

 

 

78

 

 

 

 

 

78

 

Exercise of options by employees

 

1

 

15

 

 

 

 

 

16

 

Share-based payments

 

 

1,144

 

 

 

 

 

1,144

 

Balance as of June 30, 2022

 

52

 

150,331

 

(2

)

 

(146,892

)

 

3,489

 

____________

(*)      See Note 4 (d).

 

Ordinary share capital

 

Share premium and reserves

 

Foreign currency translation reserve

 

Accumulated deficit

 

Total

   

Unaudited

   

U.S. dollars in thousands

Balance as of January 1, 2021

 

153

 

116,323

 

466

 

 

(121,988

)

 

(5,046

)

Loss for the period

 

 

 

 

 

(8,667

)

 

(8,667

)

Other comprehensive loss

 

 

 

(469

)

 

 

 

(469

)

Equity component in a convertible loan

 

 

183

 

 

 

 

 

183

 

Exercise of options by employees

 

 

3

 

 

 

 

 

3

 

Share-based payments

 

 

3,440

 

 

 

 

 

3,440

 

Balance as of June 30, 2021

 

153

 

119,949

 

(3

)

 

(130,655

)

 

(10,556

)

The attached Notes constitute an integral part of the interim consolidated financial statements.

3

AIROBOTICS LTD.
Consolidated Statements of Changes in Equity (Equity Deficit) — (Continued)

 

Ordinary share
capital

 

Share premium and
reserves

 

Foreign currency translation reserve

 

Accumulated deficit

 

Total

   

U.S. dollars in thousands

Balance as of January 1, 2021

 

153

 

 

116,323

 

 

466

 

 

(121,988

)

 

(5,046

)

Loss for the period

 

 

 

 

 

 

 

(18,769

)

 

(18,769

)

Other comprehensive loss

 

 

 

 

 

(468

)

 

 

 

(468

)

Exercise of options

 

1

 

 

34

 

 

 

 

 

 

35

 

Equity component in a convertible loan

 

 

 

217

 

 

 

 

 

 

217

 

Share-based payments

 

 

 

7,185

 

 

 

 

 

 

7,185

 

Conversion of convertible loan

 

775

 

 

14,123

 

 

 

 

 

 

14,898

 

Shareholders’ contribution to equity

 

 

 

3,436

 

 

 

 

 

 

3,436

 

Reduction of share par value

 

(896

)

 

896

 

 

 

 

 

 

 

Conversion of SAFE liability

 

8

 

 

4,464

 

 

 

 

 

 

4,472

 

Issuance of share capital, net of issuance costs

 

9

 

 

5,847

 

 

 

 

 

 

5,856

 

Issue costs related to conversion of convertible loan

 

 

 

(3,436

)

 

 

 

 

 

(3,436

)

Exercise of options

 

1

 

 

5

 

 

 

 

 

 

6

 

Balance as of December 31, 2021

 

51

 

 

149,094

 

 

(2

)

 

(140,757

)

 

8,386

 

The attached Notes constitute an integral part of the interim consolidated financial statements.

4

AIROBOTICS LTD.
Consolidated Statements of Cash Flow

 

For the six months
ended
June 30

 

For the year
ended on
December 31
2021

   

2022

 

2021

 
   

Unaudited

 

Audited

   

U.S. dollars in thousands

Operating activities

   

 

   

 

   

 

Loss

 

(6,135

)

 

(8,667

)

 

(18,769

)

     

 

   

 

   

 

Adjustments to reconcile loss to net cash flows from operating activities

   

 

   

 

   

 

Depreciation and impairment of property and equipment and right-of-use assets

 

729

 

 

435

 

 

1,861

 

Amortization and impairment of intangible assets

 

11

 

 

18

 

 

32

 

(Gain) or loss on disposal or sale of property and equipment

 

26

 

 

(355

)

 

(292

)

Impairment of inventory

 

84

 

 

 

 

 

Share-based payments

 

1,144

 

 

3,440

 

 

7,185

 

Financing expenses, net

 

135

 

 

1,109

 

 

1,361

 

Revaluation of government grants

 

(37

)

 

(144

)

 

(203

)

Loan forgiveness guaranteed by the US government

 

 

 

(166

)

 

(166

)

Income from disposal of foreign operation

 

 

 

(466

)

 

(466

)

Remeasurement of options

 

 

 

 

 

38

 

   

2,092

 

 

3,871

 

 

9,350

 

Changes in items of assets and liabilities:

   

 

   

 

   

 

Decrease (increase) in accounts receivable

 

(106

)

 

6

 

 

(122

)

Decrease (increase) in other accounts receivable

 

29

 

 

(373

)

 

(108

)

Increase (decrease) in accounts payable

 

(227

)

 

193

 

 

92

 

Increase (decrease) in other payables

 

(188

)

 

297

 

 

114

 

   

(492

)

 

123

 

 

(24

)

Net cash used in operating activities

 

(4,535

)

 

(4,673

)

 

(9,443

)

     

 

   

 

   

 

Investing activities

   

 

   

 

   

 

Change in restricted cash, net

 

 

 

(11

)

 

(14

)

Investments in deposits

 

(6

)

 

(2

)

 

(4

)

Proceeds from sale of property and equipment

 

7

 

 

983

 

 

997

 

Purchase of property and equipment

 

(235

)

 

(334

)

 

(518

)

Net cash provided by (used in) investing activities

 

(234

)

 

636

 

 

461

 

     

 

   

 

   

 

Financing activities

   

 

   

 

   

 

Repayment of loans received

 

 

 

(833

)

 

(833

)

Proceeds from exercise of options, net

 

12

 

 

3

 

 

4

 

Payment of interest for loans and leases

 

(24

)

 

(38

)

 

(66

)

Payment of lease liability

 

(162

)

 

(155

)

 

(319

)

Loan from related party(*)

 

1,100

 

 

 

 

 

Proceeds from issuance of share capital, net

 

 

 

 

 

5,856

 

Proceeds from government grants

 

64

 

 

335

 

 

416

 

Payment of government grant royalties

 

(57

)

 

(12

)

 

(69

)

Proceeds from convertible loan

 

 

 

4,063

 

 

5,446

 

Proceeds from SAFE

 

 

 

4,455

 

 

4,455

 

Cash provided by financing activities

 

933

 

 

7,818

 

 

14,890

 

Exchange rate differences of cash balances and cash equivalents

 

(1

)

 

(5

)

 

(2

)

Net Increase (decrease) in cash and cash equivalents during the year

 

(3,837

)

 

3,776

 

 

5,906

 

Cash and cash equivalent at the beginning of the period

 

6,686

 

 

780

 

 

780

 

Cash and cash equivalent balance at the end of the period

 

2,849

 

 

4,556

 

 

6,686

 

5

AIROBOTICS LTD.
Consolidated Statements of Cash Flow — (Continued)

     

For the six months
ended
June 30

 

For the year
ended on
December 31
2021

       

2022

 

2021

 
       

Unaudited

 

Audited

       

USD thousands

(a)

 

Significant non-cash transactions:

   

 

       
   

Purchase of property and equipment on credit

 

14

 

 

34

 

   

Right-of-use asset recognized with corresponding lease liability

 

(10

)

 

28

 

64

   

Non-cash share issuance

 

3

 

 

 

6

   

Conversion of convertible loan, SAFE & Warrant
liability

 

 

 

 

19,402

The attached Notes constitute an integral part of the interim consolidated financial statements.

____________

(*)      See Note 4(d).

6

AIROBOTICS LTD.
Notes to the Interim Consolidated Financial Statements

NOTE 1: General

a.      Airobotics Ltd. (“Company”) was incorporated in Israel on August 5, 2014 and began operations on that date.

b.      The Company collects, analyses, and provides access to information automatically using a UAV (“unmanned aerial vehicle”–multi-motor drone). The Company has developed systems that include data collection and data processing for valuable insights for customers, in an automated process, which does not require human contact and without human intervention, and provides its customers with end-to-end service, which enables the extraction of value from data collected from the airspace using an automated UAV, automatically, quickly, safely, and efficiently.

As of December 31, 2021, considering the expansion of the Company’s operations in the United Arab Emirates, the Company intend to sell the UAV equipment itself (a system that includes the docking station, 2 Drones and Mast), in addition to its service package as described above.

c.      On September 22, 2021, the Company completed its initial public offering (IPO) on the Tel Aviv Stock Exchange Ltd. (“TASE”).

d.      As of June 30, 2022 the Company has wholly-owned subsidiaries in the United States, Singapore and Dubai.

The Company’s subsidiary Airobotics Inc. was incorporated in the United States in 2016 and began operations during 2018. The subsidiary operates in sales, marketing and support of the Company’s products in the United States.

The subsidiary Airobotics PTE was incorporated in Singapore during the second quarter of 2019. As of the reporting date, the subsidiary has no sales and marketing activities.

The subsidiary Airobotics Gulf DMCC was incorporated in Dubai on March 8, 2022. The subsidiary will concentrate sales and marketing activities in the United Arab Emirates and the Persian Gulf countries.

e.      These financial statements were prepared in a condensed form as of June 30, 2022 and for the six-month period that ended on that date (hereinafter: Interim Consolidated Financial Statements). These statements should be reviewed in connection with the Company’s annual financial statements as of December 31, 2021 and for the year that ended on that date and the notes accompanying them (hereinafter: the Annual Consolidated Financial Statements).

f.       The Company has significant losses since its establishment. During the years the Company has financed its operations mainly through equity, convertible loans from shareholders; bank loans, and grants from the Israel Innovation Authority. The Company has negative cash flow from operating activities of $4,535 thousand, and a comprehensive loss of $6,135 thousand for the six-month period that ended on June 30, 2022, and an accumulated deficit of $146,892 thousand as of June 30, 2022. The Company has not yet signed a new contract with a material customer for 2022, a contract that the Company expected to be a significant part of its future growth. In addition, as of the reporting date, there are no signed orders from customers. The shareholder’s obligation to the Company, as noted in note 1 e (4) below depends on the agreement between the parties and as stated has not been fully realized through the date of approval of the financial statements.

The Company will be required to obtain additional financing in the short term in order to support its operation. The Company’s ability to successfully carry out its business plan is primarily dependent upon the continued financial support from its shareholders and its ability to raise sufficient additional capital. There are no assurances, however, that the Company will be successful in obtaining an adequate level of financing needed to support its operations.

7

AIROBOTICS LTD.
Notes to the Interim Consolidated Financial Statements

NOTE 1: General (cont.)

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets or liabilities that might be necessary should the Company be unable to continue as a going concern.

The management’s plans include, among other things, the following:

1.      On August 4, 2022, the Company entered into a binding merger agreement with Ondas, which is a public company traded on Nasdaq, for further information See also Note 5 (a).

2.      Efficiency and improving profitability — during 2020 and 2021, the Company’s workforce was reduced. As a result, the salary expenses was reduced along with other operating expenses. in order to improve profitability and significantly reduce the operating loss. The Company will consider further reductions in the future, as necessary, if the Company’s plan in connection with the acquisition of the Company by the third party does not succeed, in a manner that does not harm the Company’s current activities and the Company’s ability to provide service to its customers.

3.      Raising additional capital and debt — the Company will act to raise funds from additional sources in the form of capital and/or debt from existing and new shareholders and/or act to receive financing from external sources as needed.

4.      On February 10, 2022, the Company received from a related party a letter of obligation to support the Company as needed, without limit of amount, for a period of at least 24 months from the date of the letter, through capital investment under terms to be agreed between the Company and the related party and pursuant to a board of directors’ resolution to be made. The Company and its legal counsels believe that the letter of obligation is considered a legal agreement that is binding on the re