Financial Performance - Net loss for the nine months ended September 30, 2024 was $(638,764)[24] - Net loss for the nine months ended September 30, 2024 was $638,764[32] - Basic and diluted net loss per redeemable common share was $(0.11) for the nine months ended September 30, 2024[24] - Basic and diluted net income (loss) per share for the three months ended September 30, 2024 was $(0.16) and $(0.05) respectively[96] - Basic and diluted net income (loss) per share for the nine months ended September 30, 2024 was $(0.11) and $(0.29) respectively[96] - The company had a net loss of $1,720 for the three months ended September 30, 2024, with formation and operating costs of $174,496, franchise tax of $39,600, and income tax of $45,927, offset by investment income of $258,301 and interest income of $2[176] - For the nine months ended September 30, 2024, the company had a net loss of $638,764, with formation and operating costs of $1,171,707, franchise tax of $96,800, and income tax of $135,819, offset by investment income of $765,559 and interest income of $3[176] - The company had a net income of $378,293 for the three months ended September 30, 2023, with formation and operating costs of $187,003, franchise taxes of $40,000, and income taxes of $85,280, adjusted by investment income of $690,570 and interest income of $6[177] - For the nine months ended September 30, 2023, the company had a net income of $1,815,640, with formation and operating costs of $485,134, franchise taxes of $160,000, and income taxes of $170,560, adjusted by investment income of $2,631,309 and interest income of $25[177] Liabilities and Deficit - Current liabilities increased from $4,037,462 to $5,526,569[22] - Total liabilities rose from $7,659,962 to $9,149,069[22] - Accumulated deficit grew from $(7,288,800) to $(8,648,975)[22] - The company had a working capital deficit of $5,143,567 and $3,665,992 as of September 30, 2024 and December 31, 2023, respectively[72] - The company owed $834,114 and $262,585 to related parties as of September 30, 2024 and December 31, 2023 respectively[112] Cash Flow and Trust Account - Cash used in operating activities for the nine months ended September 30, 2024 was $326,948[32] - Cash provided by investing activities for the nine months ended September 30, 2024 was $73,252[32] - Cash provided by financing activities for the nine months ended September 30, 2024 was $360,003[32] - Cash at the end of the period September 30, 2024 was $38,829[32] - The net cash used in operating activities for the nine-month period ended September 30, 2024, was $326,948[179] - The company withdrew $286,748 in interest earned on the Trust Accounts for tax payments during the nine months ended September 30, 2024[180] - The company had cash of $38,829 and $79,026 as of September 30, 2024 and December 31, 2023, respectively[72] - The company had $20,025,986 and $19,187,175 in cash held in the Trust Account as of September 30, 2024 and December 31, 2023, respectively[84] - Cash held in trust account was $20,025,986 and $19,187,175 as of September 30, 2024 and December 31, 2023 respectively[99] - As of September 30, 2024, the company had $20,025,986 in cash held in Trust Accounts and $38,829 outside of the Trust Accounts[180][181] Business Combination and Redemptions - The Company must complete a Business Combination with a fair market value equal to at least 80% of the net assets held in the Trust Account[41] - Public Shareholders can redeem their shares for a pro rata portion of the Trust Account, initially anticipated to be $10.15 per Public Share[42] - Stockholders holding 5,289,280 shares redeemed their shares for cash at approximately $10.74 per share, removing $54,675,740 from the Trust Account[48] - Following the redemption, the Company's remaining shares of Class A common stock outstanding were 5,060,720[49] - Stockholders holding 3,298,311 shares redeemed their shares for cash at approximately $10.72 per share, removing $35,448,259 from the Trust Account[52] - Following the redemption, the Company's remaining shares of Class A common stock outstanding were 1,762,409[53] - Stockholders redeemed 5,289,280 shares for approximately $54,675,740 at $10.33 per share[156] - Stockholders redeemed 3,298,311 shares for approximately $35,448,259 at $10.72 per share[159] - The Company extended its business combination deadline to December 29, 2024, with a $40,000 monthly deposit into the Trust Account[159] - The Company extended its business combination period by depositing $1,669,996 into the trust account as of September 30, 2024[115] - The company has until December 29, 2024, to complete its initial business combination or face liquidation[145] Initial Public Offering and Private Placement - The Company consummated the Initial Public Offering on December 29, 2021, generating gross proceeds of $90,000,000[36] - The underwriters exercised the over-allotment option, purchasing 1,350,000 additional Units generating gross proceeds of $13,500,000[36] - The Company consummated the Private Placement, generating gross proceeds of $4,222,750[37] - Upon exercise of the underwriter over-allotment option, the Sponsor purchased an additional 43,875 Private Placement Units generating additional gross proceeds of $438,750[37] - Transaction costs as of December 29, 2021 amounted to $6,524,539, including $1,811,250 of underwriting fees and $3,622,500 of deferred underwriting fees[38] - $105,052,500 from the net proceeds of the Initial Public Offering was placed in the Trust Account, with $10.15 per Unit[39] - The Company sold 9,000,000 Units at a price of $10.00 per Unit in the Initial Public Offering, generating $90,000,000[104] - The Sponsor purchased 466,150 Private Placement Units at $10.00 per Unit, generating $4,661,500[105] - The company generated gross proceeds of $103.5 million from its initial public offering of 10,350,000 units at $10.00 per unit on December 29, 2021[178] Expenses and Costs - Franchise tax expenses for the nine months ended September 30, 2024 were $96,800[24] - Formation and operating costs for the nine months ended September 30, 2024 totaled $1,171,707[24] - Administrative expenses were $90,000 for each of the nine months ended September 30, 2024 and 2023[113] - The company's income tax provision for the nine months ended September 30, 2024 and 2023 was $135,819 and $170,560, respectively[92] - The company has no long-term debt, capital lease obligations, or operating lease obligations, other than a monthly fee of $10,000 for office space and administrative support[190] Stock and Share Transactions - Weighted average shares of Redeemable Common Stock remained constant at 1,762,409[24] - Class A common stock subject to possible redemption increased from $19,187,175 to $19,908,586[22] - Re-measurement of common stock subject to possible redemption for the nine months ended September 30, 2024 was $721,412[32] - 2,587,500 shares of Class B Common Stock were converted into Class A Common Stock, resulting in 4,841,934 shares of Class A Common Stock outstanding[57] - The Company converted 2,587,500 shares of Class B Common Stock into Class A Common Stock on August 21, 2024[109] - As of September 30, 2024, the company had 3,079,525 shares of Class A common stock issued and outstanding[122] - The Company had $19,775,986 and $18,937,175 of securities in excess of SIPC limits as of September 30, 2024 and December 31, 2023 respectively[97] - Stockholders approved the Optional Conversion Amendment Proposal with 3,126,767 votes in favor[154] Business Combination Agreements - The company entered into a Merger Agreement with EON on April 25, 2022, with a Merger Consideration of $550 million minus Closing Net Indebtedness and up to $105.0525 million for working capital[62] - The company terminated the Business Combination Agreement with EON on November 7, 2023, due to breaches by EON of certain covenants[63] - The company entered into a Business Combination Agreement with Ayurcann Holding Corp. on June 25, 2024[66] - The company terminated the Business Combination Agreement with Ayurcann Holding Corp. on November 19, 2024, due to failure to deliver Audited Financial Statements and Updated Financial Statements[68] - The company entered into a binding letter of intent with Bangkok Tellink Co., Ltd on December 6, 2024, for a proposed business combination[70] - On November 19, 2024, the company terminated the Business Combination Agreement with Ayurcann[136] - On December 6, 2024, the company entered into a binding LOI with Bangkok Tellink for a proposed business combination[138] - The Company terminated the Business Combination Agreement with Ayurcann Holding Corp due to failure to deliver audited financial statements[173] - The Company demanded a Company Reimbursement Termination Fee from Ayurcann Holding Corp[173] Nasdaq Compliance and Delisting - The company received a Nasdaq deficiency notice for failing to meet the $50 million MVLS requirement[146] - The Company received a Nasdaq delisting notice due to non-compliance with Market Value of Listed Securities ($50 million) and total holders (400) requirements[148] - The Company paid a $20,000 fee and requested a hearing to regain compliance with Nasdaq listing requirements[149] - The Company's securities began trading on the OTC Pink Market under symbols "AOGO," "AGOU," and "AOGOW" on September 17, 2024[152] - The company is not in compliance with Nasdaq's minimum market value of listed securities requirement of $50 million[209] - The company's securities began trading on the OTC Pink Market effective September 17, 2024, due to delisting from Nasdaq[210] - The company anticipates actions to restore compliance with Nasdaq or another national exchange's listing requirements but provides no assurance of success[211] - The company's ability to raise additional capital may be adversely impacted due to delisting from Nasdaq[209] - The company's common stock is subject to SEC "penny stock" rules, which may limit investor trading[210] Risks and Market Conditions - A new 1% U.S. federal excise tax could be imposed on the company for future redemptions of Public Shares under the Inflation Reduction Act of 2022[215] - The company faces risks from unstable market conditions, including liquidity shortages and adverse developments in financial institutions[212][213] - The company acknowledges potential adverse effects on its business from global credit and financial market volatility[213] - The company has not disclosed any material changes to its risk factors since its last filings with the SEC[208] - The company has not experienced any defaults upon senior securities[217] Sponsor and Underwriters - The Sponsor agreed to be liable if claims reduce the Trust Account below $10.15 per Public Share[59] - The company granted underwriters a 45-day option to purchase up to 1,350,000 additional Units at the IPO price[118] - Underwriters were paid a cash underwriting discount of $1,811,250 and are entitled to a deferred fee of $3,622,500[119] - Underwriters received 25,875 shares of Class A common stock with a fair value of $258,750[120] Miscellaneous - The company may need to raise additional funds to meet working capital needs prior to the consummation of an initial business combination or the winding up of the company[184][186]

Financial Performance - Net loss for the three months ended June 30, 2024, was $(448,321), compared to a net income of $673,543 for the same period in 2023[20]. - Basic and diluted net loss per redeemable common share was $(0.10) for the three months ended June 30, 2024, compared to a net income of $0.13 for the same period in 2023[20]. - The net income (loss) per share for the three months ended June 30, 2024, was $(0.10), while for the same period in 2023, it was $(0.05), reflecting a decline in performance[75]. - For the six months ended June 30, 2024, the net cash used in operating activities was $(287,348), a decrease from $(630,958) for the same period in 2023, indicating improved cash flow management[26]. - The total formation and operating costs for the six months ended June 30, 2024, were $997,211, while for the same period in 2023, these costs were $298,131, reflecting a substantial increase in expenses[142]. Assets and Liabilities - Total current assets increased to $488,777 in 2024 from $371,470 in 2023, representing a growth of approximately 31.6%[18]. - Total assets rose to $20,136,462 in 2024 compared to $19,558,645 in 2023, marking an increase of about 2.9%[19]. - Current liabilities increased to $5,252,323 in 2024 from $4,037,462 in 2023, reflecting a rise of approximately 30.1%[18]. - Total liabilities increased to $8,874,823 in 2024 from $7,659,962 in 2023, an increase of approximately 15.9%[19]. - Cash held in trust increased to $19,647,685 in 2024 from $19,187,175 in 2023, a growth of about 2.4%[18]. Cash Flow and Investments - Cash at the end of the period was $78,427, up from $15,147 at the end of the same period in 2023, showing a strong increase in liquidity[26]. - The net cash provided by investing activities was $166,748 for the six months ended June 30, 2024, compared to $54,362,173 in the prior year, indicating a shift in investment strategy[26]. - The company reported unrealized losses from marketable securities held in the trust account amounting to $(507,258) for the six months ended June 30, 2024, compared to $(1,940,738) in the prior year, reflecting a significant reduction in losses[26]. Business Combination and IPO - The company raised gross proceeds of $90,000,000 from its Initial Public Offering (IPO) on December 29, 2021, with an additional $13,500,000 from the underwriters' over-allotment option[31]. - The total transaction costs associated with the IPO amounted to $6,524,539, which includes $1,811,250 in underwriting fees[33]. - The company intends to apply substantially all of the net proceeds from the IPO towards consummating a business combination, with no assurance of success[36]. - The Company extended the deadline for its initial Business Combination from March 29, 2023, to December 29, 2024, with stockholders approving the Charter Amendment[44]. - The Company entered into a new business combination agreement with Ayurcann Holding Corp. on June 25, 2024, which involves a merger with Arogo continuing as the surviving company[137]. Compliance and Regulatory Issues - The Company received a notice from Nasdaq regarding potential delisting due to non-compliance with market value and holder requirements[111]. - The Company submitted a request for a hearing to maintain compliance with Nasdaq's listing requirements[112]. - The Company received a deficiency notice from Nasdaq indicating that its Market Value of Listed Securities was below the required minimum of $50 million from November 13, 2023, to January 9, 2024[119]. - On July 31, 2024, the company was notified of potential suspension and delisting from Nasdaq due to non-compliance with listing rules, including maintaining a Market Value of Listed Securities of at least $50 million and having at least 400 total holders[120]. - The Company is currently engaged in a business combination as part of its strategy to regain compliance with Nasdaq listing requirements[170]. Risks and Future Outlook - The Company expects to incur significant costs in pursuit of its financing and acquisition plans, raising concerns about its ability to continue as a going concern[56]. - Recent market conditions have led to extreme volatility, diminished liquidity, and increased uncertainty, which may adversely affect the Company's financial condition and stock price[171]. - The Company faces risks related to liquidity shortages and potential difficulties in accessing financing due to unstable market conditions[171]. - The closures of Silicon Valley Bank and Signature Bank have raised concerns about liquidity risks in the financial sector, which may impact the Company's operations[171]. - The Company is actively monitoring economic conditions and their potential impact on its growth strategy and financial performance[171].

Financial Performance - Net income for the three months ended March 31, 2024, was $188,723, compared to a net loss of $763,803 for the same period in 2023, indicating a significant turnaround[19] - Basic and diluted net income (loss) per common share for redeemable common stock was $(0.17) for Q1 2024, compared to $0.08 for Q1 2023[19] - For the three months ended March 31, 2024, the net loss was $188,723 compared to a net income of $763,803 for the same period in 2023[24] - The basic and diluted net loss per share for the three months ended March 31, 2024, was $(0.17), while for the same period in 2023, it was $(0.09), showing a deterioration in performance[74] - The income tax provision for the three months ended March 31, 2024, was $45,261, compared to $42,640 for the same period in 2023, indicating a year-over-year increase of approximately 6%[71] Assets and Liabilities - Total current assets increased to $386,360, up from $371,470, reflecting a growth of approximately 4.8%[17] - Total liabilities increased to $8,194,454 from $7,659,962, marking an increase of about 7%[18] - Accumulated deficit rose to $(7,632,802) as of March 31, 2024, compared to $(7,288,800) at the end of 2023, reflecting a decline of approximately 4.7%[18] - Total current liabilities increased to $4,571,954 from $4,037,462, an increase of approximately 13.2%[17] - Cash at the end of the period was $78,427, down from $195,987 at the end of the same period in 2023[27] Marketable Securities - Unrealized gain on marketable securities held in the trust account was $251,129 for Q1 2024, down from $1,059,514 in Q1 2023, representing a decrease of approximately 76.3%[19] - Unrealized loss from marketable securities held in the trust account was $251,129, a decrease from an unrealized loss of $1,059,514 in the prior year[24] - The Company had $19,268,054 in securities exceeding SIPC limits as of March 31, 2024, compared to $18,937,175 as of December 31, 2023, indicating an increase in excess securities[76] Business Combination and Operations - The company has not commenced any operations as of March 31, 2024, and will not generate operating revenues until after completing a business combination[31] - The company must complete a business combination with a fair market value equal to at least 80% of the net assets held in the trust account[37] - The Company extended the deadline for its initial Business Combination from March 29, 2023, to December 29, 2024, with stockholders approving the Charter Amendment[46] - The Company terminated the Business Combination Agreement with Eon on November 7, 2023, due to breaches of certain covenants[54] - The company expects to incur significant costs in pursuit of its financing and acquisition plans, raising concerns about its ability to continue as a going concern[56] Trust Account and IPO - The trust account holds $105,052,500, which may be invested in U.S. government securities until a business combination is completed[35] - The company generated gross proceeds of $90,000,000 from its Initial Public Offering (IPO) on December 29, 2021[32] - The Company accrued $0 for income taxes for the three months ended March 31, 2024, while prepaying $247,183 in income taxes[71] - The underwriters received a cash underwriting discount of $1,811,250 upon the closing of the Proposed Public Offering, with a deferred fee of $3,622,500 payable upon completion of a Business Combination[94] Shareholder Information - Stockholders redeemed 3,298,311 shares at approximately $10.72 per share, resulting in approximately $35,448,259 being removed from the Trust Account[46] - Following the redemption, the remaining shares of Class A common stock outstanding were 1,762,409[48] - The weighted average shares of redeemable common stock decreased to 1,762,409 in Q1 2024 from 10,350,000 in Q1 2023[19] - As of March 31, 2024, the ending balance of Redeemable Class A Common Stock was $19,342,454, compared to $19,187,175 as of December 31, 2023, reflecting a slight increase[68] Miscellaneous - The Company had $180,000 outstanding under Working Capital Loans as of March 31, 2024, consistent with the amount outstanding as of December 31, 2023[90] - The Company recognized no unrecognized tax benefits as of March 31, 2024, and December 31, 2023, indicating no significant tax issues under review[70] - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[60] - The company is authorized to issue 1,000,000 shares of preferred stock, but none were issued or outstanding as of March 31, 2024[96] - The Public Warrants will become exercisable 30 days after the completion of a Business Combination and will expire five years after completion[101]

IPO and Fundraising - The company completed its initial public offering on December 29, 2021, raising gross proceeds of $103.5 million from the sale of 10,350,000 units at $10.00 per unit[13]. - A private placement on the same date generated an additional $4.66 million, bringing total funds deposited in the trust account to $105.05 million[14]. - The company has approximately $870,000 available from IPO proceeds to cover costs associated with dissolution and creditor payments[99]. - The company intends to complete its initial business combination using cash from its IPO proceeds, placement units, and potentially additional debt or equity financing[53]. - The company may seek to raise additional funds through private offerings to target larger businesses than those that can be acquired with IPO proceeds[56]. Business Combination and Deadlines - The company extended the deadline for its initial business combination from March 29, 2023, to December 29, 2023, with stockholders redeeming 5,289,280 shares for approximately $54.68 million[15]. - Following the redemption, 5,060,720 shares of Class A common stock remained outstanding[16]. - On September 21, 2023, the company extended the business combination deadline to December 29, 2024, with stockholders redeeming 3,298,311 shares for about $35.45 million[17]. - After the second redemption, the remaining shares of Class A common stock were reduced to 1,762,409[18]. - The company has until December 29, 2024, to complete its initial business combination, or it will cease operations and redeem public shares at approximately $10.15 per share[95]. Target Business Focus - The company intends to focus on acquiring businesses in electric vehicles (EV) technology and sustainable transportation, particularly in the Asia Pacific region[25]. - The management team believes that acquiring a high-growth technology company in the transportation sector will facilitate consolidation and growth[26]. - The company plans to target businesses with total enterprise values ranging from $200 million to $2 billion in the transportation and technology industries, specifically in electric vehicles and smart mobility[32]. - The company seeks to acquire businesses with significant revenue and earnings growth potential, focusing on predictable revenue streams and strong free cash flow generation[33]. Financial Performance and Market Trends - In Q1 2021, global venture funding reached a record of $125 billion, up 94% year-over-year, with mega-round investments ($100 million and over) accounting for over 60% of activity, raising $39 billion[29]. - The global smart mobility industry is expected to expand at a CAGR of approximately 29.33%, from USD 421.32 billion in 2020 to USD 3.3 trillion in 2029, with over 30% of growth coming from the Asia Pacific region[30]. - The Asia Pacific electric vehicle market is projected to reach USD 166.3 billion by 2025, with a CAGR of 29.9%, driven by environmental awareness and government support[30]. Trust Account and Redemption - The balance of funds in the Trust Account as of December 31, 2023, was approximately $15,564,675, with 80% representing approximately $12,451,740 required for initial business combinations[37]. - As of December 31, 2023, the company has $79,026 available for an initial business combination after paying $3,622,500 in deferred underwriting fees[52]. - The anticipated redemption price for public stockholders upon completion of the initial business combination is approximately $10.15 per public share[77]. - Public stockholders will have the opportunity to redeem their shares either through a stockholder meeting or a tender offer[78]. - A public stockholder is restricted from seeking redemption rights for more than 15% of the shares sold in the IPO without prior consent[88]. Management and Governance - The company emphasizes the importance of strong management teams in target businesses and will assess leadership efficiency over time[35]. - The board of directors consists of a majority of independent directors, with all directors except the CEO classified as independent under Nasdaq standards[200]. - The audit committee is composed solely of independent directors, ensuring compliance with Nasdaq rules and SEC regulations[202]. - The compensation committee is responsible for reviewing and approving the compensation of the Chief Executive Officer and other officers on an annual basis[205]. - The company has engaged ARC Group Ltd for financial advisory services related to its IPO[199]. Internal Controls and Compliance - Management assessed the effectiveness of internal controls and identified material weaknesses due to inadequate segregation of duties[186]. - Remediation steps are planned to improve internal controls, including enhancing board composition and consulting third-party professionals[187]. - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[115]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[119]. Risks and Liabilities - The company may face bankruptcy risks, which could affect the ability to return $10.15 per share to public stockholders[110]. - Stockholders may be liable for claims against the company to the extent of distributions received in the event of liquidation[106]. - The company may not have the resources to diversify operations, which could expose it to risks associated with a single line of business[66]. - The company faces intense competition from established entities with greater resources in identifying target businesses for initial business combinations[112]. Indemnification and Ethics - The amended certificate of incorporation provides indemnification for officers and directors to the fullest extent allowed by Delaware law[222]. - The company has entered into agreements for contractual indemnification of officers and directors in addition to statutory protections[223]. - These indemnification provisions may discourage stockholders from suing directors for breaches of fiduciary duty[223]. - A Code of Ethics has been adopted for directors, officers, and employees, and is available for review on the company's website[212].

Financial Performance - Net income for the three months ended September 30, 2023 was $378,293, compared to a net loss of $542,421 for the same period in 2022, indicating a turnaround in performance [18]. - Basic and diluted net income per common share for the three months ended September 30, 2023 was $0.12, compared to a loss of $0.18 for the same period in 2022, indicating a significant improvement [18]. - As of September 30, 2023, the company reported a net income of $1,815,640, compared to a net loss of $(542,421) for the same period in 2022 [24]. - The total cash used in operating activities was $(738,879), an improvement from $(955,771) in the previous year, reflecting a reduction of about 23% [24]. Assets and Liabilities - Total current assets decreased from $134,534,000 in December 31, 2022 to $67,416,000 as of September 30, 2023, a decline of approximately 50% [17]. - Total liabilities increased from $4,614,090 in December 31, 2022 to $5,976,900 as of September 30, 2023, an increase of approximately 29.5% [17]. - The accumulated deficit increased from $(4,479,864) in December 31, 2022 to $(5,909,792) as of September 30, 2023, reflecting a deterioration in retained earnings [17]. - The company had cash at the end of the period amounting to $29,872, down from $111,529 at the end of September 30, 2022, indicating a decrease of approximately 73% [24]. - As of September 30, 2023, the Company had cash of $29,872 and a working capital deficit of $2,286,984 [50]. Investment Activities - The company had a net cash used in investing activities of $54,061,481, compared to $97,500 in the previous year, indicating significant investment activity [24]. - The company placed $105,052,500 in a Trust Account from the net proceeds of the IPO, which may be invested in U.S. government securities [31]. - The net proceeds held in the Trust Account are invested in U.S. government treasury bills or certain money market funds, minimizing exposure to interest rate risk [123]. Business Operations - The company has not commenced any operations as of September 30, 2023, and will not generate operating revenues until after completing its initial Business Combination [27]. - The company incurred formation and operating costs of $187,003 for the three months ended September 30, 2023, compared to $136,090 for the same period in 2022, representing an increase of approximately 37.5% [18]. - The company has determined that its liquidity condition raises substantial doubt about its ability to continue as a going concern [50]. Shareholder Activities - Stockholders holding 5,289,280 shares redeemed their shares for cash at approximately $10.33 per share, resulting in approximately $54,675,740 removed from the Trust Account [39]. - Following the redemption, the remaining shares of Class A common stock outstanding were 5,060,720 [40]. - On September 21, 2023, stockholders approved an extension of the initial Business Combination deadline to December 29, 2024, with a required deposit of $40,000 for each extension period [41]. - Stockholders holding 3,298,311 shares redeemed their shares for cash at approximately $10.72 per share, resulting in approximately $35,448,259 removed from the Trust Account [41]. - After the latest redemption, the remaining shares of Class A common stock outstanding were 1,762,409 [43]. IPO and Financing - The company generated gross proceeds of $90,000,000 from its Initial Public Offering (IPO) on December 29, 2021 [28]. - The company incurred offering costs of $832,039 related to the Initial Public Offering, along with underwriter fees totaling $5,433,750 [59]. - The company sold 9,000,000 Units at a price of $10.00 per Unit during the Initial Public Offering, generating $90,000,000 in total [69]. - The underwriters received a cash underwriting discount of $1,811,250 upon the closing of the Initial Public Offering [81]. - The company raised $4,661,500 from the sale of 466,150 Private Placement Units at $10.00 each during the Initial Public Offering [71]. Stock and Equity - The Company is authorized to issue 1,000,000 shares of preferred stock, with none issued or outstanding as of September 30, 2023 [83]. - As of September 30, 2023, there were 492,025 shares of Class A common stock issued and outstanding, and 50,607,20 shares classified as temporary equity [83]. - The Company has 2,587,500 shares of Class B common stock issued and outstanding as of September 30, 2023 [84]. - Class B common stock will automatically convert to Class A common stock on a one-for-one basis at the time of a Business Combination [85]. - The Company has 5,060,720 shares of Class A common stock subject to possible redemption, valued at $54,511,491 as of September 30, 2023 [60]. Business Combination - The company has a deferred underwriting fee payable of $3,622,500, contingent upon the consummation of a Business Combination within 12 months from the IPO [30]. - The Company terminated the Business Combination Agreement with EON on November 7, 2023, due to breaches of certain covenants [48]. - The Company has made monthly deposits into the Trust Account of $40,000 since September 29, 2023 [43]. - The Sponsor has agreed to be liable if claims reduce the Trust Account below $10.15 per Public Share [45]. - Public Warrants will become exercisable 30 days after the completion of a Business Combination and will expire five years after completion [87]. - The Company may redeem outstanding Public Warrants at a price of $0.01 per warrant if the Class A common stock price equals or exceeds $18.00 for any 20 trading days within a 30-trading day period [90].

Financial Performance - Net income for the three months ended June 30, 2023, was $673,543, compared to a net loss of $494,409 for the same period in 2022, indicating a significant turnaround[18]. - As of June 30, 2023, the company reported a net income of $1,437,346, compared to a net loss of $(678,853) for the same period in 2022[22]. - The company incurred formation and operating costs of $125,048 for the three months ended June 30, 2023, down from $644,202 for the same period in 2022, a decrease of approximately 80.5%[18]. - Cash flows used in operating activities were $(630,958) for the six months ended June 30, 2023, compared to $(756,303) for the same period in 2022[22]. - The provision for income taxes for the three months ended June 30, 2023, was $42,640, compared to no provision in the same period of the previous year[18]. Assets and Liabilities - Total current assets decreased from $134.5 million as of December 31, 2022, to $90.7 million as of June 30, 2023, representing a decline of approximately 32.6%[17]. - The company reported total liabilities of $5.39 million as of June 30, 2023, up from $4.61 million as of December 31, 2022, reflecting an increase of approximately 16.8%[17]. - Cash and marketable securities held in trust decreased from $105.9 million as of December 31, 2022, to $53.5 million as of June 30, 2023, a decline of about 49.6%[17]. - The company’s accumulated deficit increased from $(4.48) million as of December 31, 2022, to $(5.30) million as of June 30, 2023, reflecting a deterioration of approximately 18.3%[17]. - The total shareholders' deficit increased from $(4.48) million as of December 31, 2022, to $(5.30) million as of June 30, 2023, indicating a decline of about 18.3%[17]. Shareholder Information - The weighted average shares outstanding for the three months ended June 30, 2023, was 3,079,525, compared to 2,746,051 for the same period in 2022, showing an increase of about 12.1%[18]. - The total shareholders' deficit increased to $(5,296,515) as of June 30, 2023, from $(4,479,556) at the beginning of the year[20]. - As of June 30, 2023, there were 5,060,720 shares of Class A common stock classified as temporary equity, compared to 10,350,000 shares on December 31, 2022[76]. - The Company is authorized to issue 10,000,000 shares of Class B common stock, with 2,587,500 shares issued and outstanding as of June 30, 2023[77]. - Class B common stock will convert into Class A common stock on a one-for-one basis at the time of a Business Combination, with adjustments if additional Class A shares are issued[78]. Business Operations and Future Plans - The company has not commenced any operations as of June 30, 2023, and will not generate operating revenues until after completing its initial Business Combination[25]. - The Company plans to consummate a Business Combination prior to the mandatory liquidation date to address liquidity concerns[43]. - The Company has extended the deadline for completing its initial Business Combination from March 29, 2023, to December 29, 2023, contingent upon certain conditions[37]. - The Company will allow Public Shareholders to redeem shares at an anticipated price of $10.15 per Public Share, plus pro rata interest, net of taxes[32]. - The holders of Founder Shares have waived their redemption rights in connection with the Business Combination completion[36]. Trust Account and Financing - The value of Class A common stock subject to redemption was $53,520,228 as of June 30, 2023[22]. - The Company had $53,520,228 in cash held in the Trust Account as of June 30, 2023, down from $105,941,664 as of December 31, 2022[51]. - The Sponsor has agreed to make monthly deposits of $191,666 into the Trust Account for extensions, totaling five deposits from March 29, 2023, to August 29, 2023[38]. - The Company accrued $0 in income taxes for the six months ended June 30, 2023, while the income tax payable was $165,799 as of December 31, 2022[57]. - The Company has $140,000 outstanding under Working Capital Loans as of June 30, 2023, compared to $0 on December 31, 2022[72]. Initial Public Offering (IPO) Details - The company generated gross proceeds of $90,000,000 from its Initial Public Offering on December 29, 2021[26]. - Offering costs associated with the Initial Public Offering totaled $832,039, with underwriter fees amounting to $5,433,750[52]. - The Company sold 9,000,000 Units at a price of $10.00 per Unit during the Initial Public Offering, generating $90,000,000 in gross proceeds[65]. - The underwriters exercised an over-allotment option, purchasing an additional 1,350,000 Units, which generated $13,500,000[65]. - The underwriters received a cash underwriting discount of $1,811,250 upon the closing of the Initial Public Offering[74]. Marketable Securities and Risks - The company reported an unrealized gain on marketable securities of $881,224 for the three months ended June 30, 2023, compared to $149,784 for the same period in 2022, indicating a substantial increase[18]. - The company experienced unrealized losses from marketable securities of $(1,940,738) during the six months ended June 30, 2023[22]. - The net proceeds held in the Trust Account are invested in U.S. government treasury bills or money market funds, minimizing exposure to interest rate risk[124]. - The Company is subject to risks associated with being an early-stage and emerging growth company[24]. - Public Warrants will become exercisable 30 days after a Business Combination and expire five years after completion[80].

Financial Performance - Net income for the three months ended March 31, 2023, was $763,803, a turnaround from a net loss of $184,444 for the same period in 2022 [19]. - Unrealized gain on marketable securities held in the trust account was $1,059,514 for the three months ended March 31, 2023, compared to a loss of $61,923 in the prior year [19]. - The company reported a loss from operations of $253,083 for the three months ended March 31, 2023, compared to a loss of $122,521 for the same period in 2022 [19]. - Net cash used in operating activities was $(284,832), an improvement from $(319,921) in the prior period [25]. - Income taxes accrued for the three months ended March 31, 2023, amounted to $208,439, compared to $165,799 for December 31, 2022 [59]. Assets and Liabilities - Total current assets increased to $309,532 as of March 31, 2023, compared to $134,534 as of December 31, 2022, reflecting a significant growth [17]. - Total liabilities increased to $4,796,981 as of March 31, 2023, from $4,614,090 as of December 31, 2022 [17]. - Cash and marketable securities held in the trust account amounted to $106,713,361 as of March 31, 2023, slightly up from $105,941,664 as of December 31, 2022 [17]. - The Company reported a working capital deficit of $864,949 as of March 31, 2023, contrasting with a working capital surplus of $758,420 as of December 31, 2022 [45]. - The Company had cash of $195,987 as of March 31, 2023, compared to $52,989 as of December 31, 2022, indicating a significant increase in cash reserves [45]. Shareholder Information - The weighted average shares outstanding increased to 3,079,525 for the three months ended March 31, 2023, compared to 2,705,131 for the same period in 2022 [19]. - The Company has 10,350,000 shares subject to possible redemption at a redemption value of $10.31 per share as of March 31, 2023 [17]. - Stockholders holding 5,289,280 shares redeemed their shares for cash at approximately $10.33 per share, resulting in $54,675,740 removed from the Trust Account [40]. - The Company is authorized to issue 100,000,000 shares of Class A common stock, with 492,025 shares issued and outstanding as of March 31, 2023 [76]. - The Class B common stock will convert into Class A common stock on a one-for-one basis at the time of a Business Combination [78]. Business Operations and Future Plans - The Company has not commenced any operations and will not generate operating revenues until after completing its initial Business Combination [28]. - The Company has extended the deadline to complete its initial Business Combination from March 29, 2023, to December 29, 2023 [40]. - The Company plans to consummate a Business Combination prior to the mandatory liquidation date due to liquidity concerns [45]. - The Merger Agreement includes a total Merger Consideration of $550,000,000, subject to adjustments for Closing Net Indebtedness [44]. - The Company has a Promissory Note allowing it to borrow up to $300,000, with no amounts outstanding as of March 31, 2023 [69]. Financial Transactions - The Company generated gross proceeds of $90,000,000 from its Initial Public Offering, with an additional $13,500,000 from the underwriter's over-allotment option [29]. - The Company sold 9,000,000 Units at a price of $10.00 per Unit during the Initial Public Offering, generating $90,000,000 in gross proceeds [64]. - The Sponsor purchased 466,150 Private Placement Units at a price of $10.00 per Unit, generating $4,661,500 in private placements [66]. - Deferred underwriting fees payable amount to $3,622,500, contingent upon the consummation of a Business Combination [31]. - The underwriters received a cash underwriting discount of $1,811,250 upon the closing of the Proposed Public Offering [74]. Risk Factors - The Company is subject to risks associated with being an early-stage and emerging growth company [27]. - The Company has no exposure to market or interest rate risk as of March 31, 2023, with net proceeds invested in U.S. government securities [89]. - The Company has not experienced losses on its cash account, which may exceed the Federal Depository Insurance Coverage of $250,000 [60]. Related Party Transactions - Related parties advanced $1,000 for working capital, with a total of $67,198 paid on behalf of the Company since inception [70]. - The Company has agreed to pay the Sponsor $10,000 per month for administrative services for up to 21 months [71]. - As of March 31, 2023, there were $140,000 outstanding under Working Capital Loans, with the potential for conversion into units at $10.00 per unit upon a Business Combination [72].

IPO and Financial Proceeds - The company completed its initial public offering (IPO) on December 29, 2021, raising gross proceeds of $103.5 million from the sale of 10,350,000 units at $10.00 per unit[12]. - A total of $105,052,500 was deposited in a trust account for the benefit of public stockholders, net of underwriting commissions and offering expenses[13]. - The Trust Account held approximately $105.9 million as of December 31, 2022, with an 80% asset test requirement of about $84.8 million for business combinations[36]. - The anticipated cash amount in the trust account is approximately $10.15 per public share, which will be distributed to investors who properly redeem their shares[75]. - The company has approximately $870,000 available from IPO proceeds to cover costs associated with dissolution and creditor payments[97]. Business Combination and Mergers - The company has proposed a merger with EON Reality, with a total estimated merger consideration of $550 million, subject to adjustments based on net indebtedness[17][20]. - The company plans to raise up to $25 million through private placements to support the business combination with EON Reality[18]. - The company extended the deadline for completing a business combination to December 29, 2023, allowing for additional time to finalize the merger[14]. - EON intends to structure initial business combinations to acquire 100% of the target business's equity interests or assets[38]. - The company plans to complete its initial business combination using cash from its IPO proceeds and may seek additional financing through private offerings of debt or equity securities[54]. Market Potential and Growth - EON-XR™ has a global customer base in over 110 locations and has sold over 2.4 million subscriptions, indicating significant growth potential in the XR market[24]. - The XR market is projected to grow, with usage reaching over 76% in gaming and 60% in movies and entertainment, presenting a substantial market opportunity for EON's products[25]. - The company believes that the demand for AI and XR technologies is increasing across various sectors, including education and enterprise, which aligns with EON's offerings[24]. - EON targets 50,000 students and 7,500 interns per location, with revenue potential of $3 million to $7.5 million per rollout[26]. - EON aims to acquire businesses with significant revenue and earnings growth potential through product development and synergistic acquisitions[32]. Financial and Operational Risks - The company has not secured third-party financing for its initial business combination, which may affect future capital availability[51]. - If the business combination is not consummated, the company expects to incur costs related to the identification and evaluation of prospective target businesses, which may reduce available funds for future combinations[63]. - The company must maintain net tangible assets of at least $5,000,001 to proceed with redemptions and the initial business combination[84]. - If the initial business combination is not consummated, public stockholders who elected to redeem their shares will not be entitled to redeem for the pro rata share of the trust account[91]. - There is a risk that the actual per-share redemption amount may be less than $10.15 due to potential claims from creditors against the trust account[98]. Governance and Management - The management team has over 100 years of combined experience in investments, IT, transportation, and manufacturing, enhancing strategic positioning[28]. - The company will only complete an initial business combination where it owns or acquires 50% or more of the outstanding voting securities of the target[61]. - The management team of the target business will be closely scrutinized, but there is no assurance that the assessment will be correct[65]. - The company has agreed to pay its sponsor $10,000 per month for administrative support and reimburse expenses related to the initial business combination[56]. - The company currently has three officers who will devote time as necessary until the initial business combination is completed, with no full-time employees planned prior to that[112]. Regulatory and Compliance Matters - Stockholder approval is required for certain types of transactions, including mergers, but not for asset purchases or stock purchases not involving a merger[68]. - The company may pursue initial business combinations with targets affiliated with its sponsor, officers, or directors, provided an independent valuation opinion is obtained[57]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[117]. - The company will remain an emerging growth company until it meets specific revenue or market value thresholds, or issues more than $1.0 billion in nonconvertible debt[119]. - There were no changes in internal control over financial reporting during the year ended December 31, 2022, that materially affected the company's internal controls[170].

Financial Performance - For the three months ended September 30, 2022, the company recorded a net income of $136,432, resulting from interest and dividend income of $272,518, offset by operating costs of $136,090[92]. - For the nine months ended September 30, 2022, the company reported a net loss of $542,421, with total operating and formation costs amounting to $812,513[92]. - The company incurred net cash used in operating activities of $955,771 for the nine months ended September 30, 2022, primarily due to a net loss of $542,421[93]. - The company has not generated any operating revenues to date and relies on non-operating income from interest on cash and cash equivalents[91]. Cash Position - As of September 30, 2022, the company had $111,529 in cash and no cash equivalents, a decrease from $969,787 in cash as of December 31, 2021[94]. Business Combination - The company has until September 29, 2023, to consummate a Business Combination, or it will face mandatory liquidation[95]. - The company has entered into a Merger Agreement with EON Reality, Inc., with the intention of completing a Business Combination[89]. Debt and Obligations - The company has no long-term debt or capital lease obligations, but has a deferred fee of 3.50% of the gross proceeds from the Offering, amounting to $3,622,500, payable upon closing of a Business Combination[100]. - As of September 30, 2022, there were no amounts outstanding under the unsecured promissory note issued to the Sponsor for IPO-related expenses[98]. Going Concern - The company has incurred significant costs in pursuit of its financing and acquisition plans, raising substantial doubt about its ability to continue as a going concern[95].

IPO and Financing - The company completed its initial public offering on December 29, 2021, raising gross proceeds of $103.5 million from the sale of 10,350,000 units at $10.00 per unit[103]. - A private placement of 466,150 units was also completed simultaneously, generating total gross proceeds of $4,661,500[84]. - The company plans to make available up to $105,052,500 for working capital use and general corporate purposes, assuming no redemptions[92]. - The company may receive loans up to $1,500,000 convertible into units at $10.00 per unit upon the completion of the initial business combination[106]. - The company does not anticipate needing additional funds post-IPO for operational expenditures, but may require extra financing for business combinations or share redemptions[107]. Business Combination and Operations - As of June 30, 2022, the company had investments of $105,140,361 held in Trust Accounts, intended for the completion of its initial business combination[104]. - The company has until December 29, 2022, or September 29, 2023, if extended, to complete its initial business combination[86]. - The merger consideration for Eon Reality, Inc. is set at $550 million, subject to adjustments based on closing net indebtedness[92]. - The company expects to incur significant costs in pursuing its initial business combination plans[90]. - The company has not generated any operating revenues and will not do so until after the completion of its initial business combination[102]. Financial Position and Liabilities - As of June 30, 2022, the company had cash of $213,493 outside of Trust Accounts, intended for identifying and evaluating target businesses[105]. - There are no off-balance sheet financing arrangements or special purpose entities established by the company[108]. - The company has no long-term debt or capital lease obligations, with a monthly fee of $10,000 payable to an affiliate for office-related expenses[111]. - The underwriters are entitled to a deferred fee of $3,622,500, payable only upon the successful completion of a business combination[111]. Accounting and Reporting - The company accounts for warrants as liabilities, adjusting their fair value at each reporting period[113]. - Class A common stock subject to possible redemption is classified as temporary equity, reflecting uncertain future events[114]. - Net income (loss) per common share is calculated using the two-class method, excluding remeasurement associated with redeemable shares[115]. - The company has adopted ASU 2020-06 effective January 1, 2022, with no material impact on financial statements for the periods reported[117]. - As of June 30, 2022, the company was not subject to market or interest rate risk, with net proceeds invested in U.S. government securities[119]. Losses and Costs - The company reported a net loss of $826,144 from inception through June 30, 2022, attributed entirely to formation and operating costs[102].