Arogo Capital Acquisition (AOGO)
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Arogo Capital Acquisition (AOGO) - 2022 Q3 - Quarterly Report
2022-11-13 16:00
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].
Arogo Capital Acquisition (AOGO) - 2022 Q2 - Quarterly Report
2022-08-08 16:00
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].
Arogo Capital Acquisition (AOGO) - 2022 Q1 - Quarterly Report
2022-05-15 16:00
Financial Overview - Arogo Capital Acquisition Corp. 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 [108]. - The company also raised an additional $4,661,500 through a private placement of 466,150 units at the same price, totaling gross proceeds of $108,161,500 [88]. - As of March 31, 2022, Arogo had investments of $104,990,577 held in Trust Accounts, intended for the completion of its initial business combination [109]. - The net loss for the period from June 9, 2021, to March 31, 2022, was $331,736, attributed entirely to formation and operating costs [106]. - Arogo has until December 29, 2022, or September 29, 2023, if extended, to complete its initial business combination, or it will redeem public shares at a per-share price based on the trust account balance [90]. Business Combination Plans - The merger consideration for Eon Reality, Inc. is set at $550 million, subject to adjustments based on closing net indebtedness [96]. - Arogo plans to make available up to $105,052,500 for Eon’s working capital and general corporate purposes, assuming no redemptions occur [96]. - The company expects to incur significant costs in pursuing its initial business combination plans, with no assurance of success in raising capital [93]. - The company may receive loans up to $1,500,000 from its Sponsor or affiliates, convertible into units at $10.00 per unit upon the completion of the initial business combination [111]. - The company does not anticipate needing additional funds post-IPO for operational expenditures, but may require financing for the initial business combination or to redeem public shares [112]. Operational Details - The company has not generated any operating revenues as of March 31, 2022, and will only do so post-completion of its initial business combination [106]. - Arogo intends to use cash held outside Trust Accounts, totaling $624,866 as of March 31, 2022, for identifying and evaluating target businesses [110]. - There are no off-balance sheet financing arrangements or obligations, ensuring no hidden liabilities [114]. - The company incurs a monthly fee of $10,000 to an affiliate of its Sponsor for office space and administrative support, starting from December 29, 2021 [115]. - A deferred fee of $3,622,500 is payable to underwriters only upon successful completion of a business combination [115]. - The net proceeds in the Trust Account are invested in U.S. government treasury securities with a maturity of 185 days or less, minimizing exposure to interest rate risk [116].
Arogo Capital Acquisition (AOGO) - 2021 Q4 - Annual Report
2022-03-30 16:00
Financial Overview - 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[15]. - A private placement on the same date generated an additional $4.66 million, bringing total proceeds to $105.05 million, which was deposited in a trust account for public stockholders[16]. - The initial business combination is expected to be funded with available funds of $88,200,000, which could increase to $101,430,000 if the underwriters' overallotment option is fully exercised[49]. - The company has approximately $870,000 in proceeds held outside the trust account to fund costs associated with its dissolution plan[93]. - The per-share redemption amount upon dissolution is estimated to be approximately $10.15, but actual amounts may be lower due to creditor claims[95]. Market Potential - The global smart mobility industry is expected to grow at a compounded annual growth rate (CAGR) of approximately 29.33%, expanding from $421.32 billion in 2020 to $3.3 trillion by 2029[21]. - The Asia Pacific electric vehicle market is projected to reach $166.3 billion by 2025, with a CAGR of 29.9% driven by environmental awareness and government support[21]. - The company targets businesses with total enterprise values ranging from $200 million to $2 billion in the transportation and technology sectors, particularly in electric vehicles (EV) technologies[27]. Acquisition Strategy - The company aims to acquire businesses with significant revenue and earnings growth potential through new product development and increased production capacity[28]. - The company intends to focus on businesses with strong management teams and predictable revenue streams to enhance stockholder value[29]. - The company anticipates structuring its initial business combination to acquire 100% of the equity interests or assets of the target business, but may also acquire less than 100% if it meets certain objectives[32]. - The company plans to conduct thorough due diligence on prospective target businesses, including financial, operational, and legal reviews[33]. - The management team has significant experience in the technology industry, providing a strong network for sourcing potential acquisition targets[36]. Risk Factors - The company may face risks associated with acquiring financially unstable or early-stage businesses, which could impact its operations[33][51]. - The company intends to limit risk to investors while pursuing acquisitions that offer significant upside potential[29]. - The company must maintain net tangible assets of at least $5,000,001 before or upon consummation of the initial business combination to avoid being subject to SEC's "penny stock" rules[79]. - The company may seek additional financing through private offerings to complete its initial business combination, targeting larger businesses than could be acquired with IPO proceeds alone[53]. Stockholder Considerations - The company will provide public stockholders with the opportunity to redeem shares at approximately $10.15 per public share upon completion of the initial business combination[73]. - Stockholder approval will be required for certain types of transactions, such as mergers where the company does not survive, or if more than 20% of outstanding common stock is issued[67]. - Public stockholders are restricted from seeking redemption rights for more than 15% of the shares sold in the IPO without prior consent, which aims to prevent a small group from blocking the initial business combination[81]. - The company requires a majority of the outstanding shares of common stock to approve the initial business combination, needing at least 228,920 shares (2.54%) of the 9,000,000 public shares sold in the IPO for approval if only the minimum quorum is present[77]. Regulatory and Compliance - The company will register its units, Class A common stock, and warrants under the Exchange Act, with obligations to file annual, quarterly, and current reports with the SEC[110]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[114]. - The company is also a "smaller reporting company," which allows for reduced disclosure obligations, remaining so until specific market value or revenue thresholds are met[117]. Operational Structure - The company will not engage in operations until the completion of its initial business combination, relying on IPO proceeds for funding[51]. - 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[109]. - The management team has over 100 years of combined experience in investments, information technology, and transportation, providing a strong foundation for identifying acquisition opportunities[23]. Competition and Market Challenges - The company faces intense competition from other blank check companies, private equity groups, and operating businesses, which may limit its ability to acquire larger target businesses[107]. - The time and costs associated with selecting and evaluating a target business are currently uncertain, and costs incurred for unsuccessful evaluations will reduce available funds for future business combinations[61].