99 Acquisition (NNAG)
Search documents
99 Acquisition Group, Inc. to Liquidate
GlobeNewswire News Room· 2024-09-12 01:30
GAITHERSBURG, MD, Sept. 11, 2024 (GLOBE NEWSWIRE) -- 99 Acquisition Group, Inc. (Nasdaq: NNAG) (the "Company") announced that it will not be able to complete its previously announced business combination with Nava Health MD, Inc. As a result, the Company intends to dissolve and liquidate on or about September 13, 2024. The Company will redeem all of the outstanding public shares of common stock (the "Public Shares") at an expected per-share redemption price of approximately $10.55. As of the close of busine ...
99 Acquisition Group, Inc. Announces Contribution to Trust Account to Extend Period to Consummate Business Combination
Newsfilter· 2024-05-24 16:15
GAITHERSBURG, MD, May 24, 2024 (GLOBE NEWSWIRE) -- 99 Acquisition Group, Inc. (the "Company" or "99 Acquisition"), a special purpose acquisition company, announced that 99 Acquisition Sponsor LLC, the Company's sponsor, deposited an aggregate of $750,000 into the Company's trust account for the Company's public stockholders, representing $0.10 per public share, which enables the Company to extend the period of time it has to consummate an initial business combination by three months from May 22, 2024 to Aug ...
99 Acquisition (NNAG) - 2024 Q1 - Quarterly Report
2024-05-20 23:23
PART I - FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) For Q1 2024, the company reported a net income of $365,332, driven by unrealized investment income, with total assets reaching $78.5 million, and management expressing substantial doubt about its going concern status Balance Sheet Highlights (Unaudited) | Account | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $109 | $321,463 | | Trust account | $78,237,540 | $77,225,243 | | **Total Assets** | **$78,516,116** | **$77,758,038** | | **Liabilities & Stockholders' Deficit** | | | | Total Liabilities | $3,789,579 | $3,396,833 | | Class A common stock subject to possible redemption | $77,666,208 | $76,858,761 | | Total Stockholders' Deficit | ($2,939,671) | ($2,497,556) | Statement of Operations Highlights (Unaudited) | Account | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Loss from operations | ($444,886) | ($248) | | Unrealized investment income on marketable securities held in Trust Account | $1,012,297 | $— | | **Net income (loss)** | **$365,332** | **($248)** | | Basic and diluted net income (loss) per share, non-redeemable common stock | $0.04 | ($0.00) | - On February 12, 2024, the Company entered into a Merger Agreement with Nava Health MD, Inc. and its subsidiary, NNAG Merger Sub, Inc., for a merger where Nava will survive as a wholly-owned subsidiary of the Company[41](index=41&type=chunk) - Management has determined that there is substantial doubt about the Company's ability to continue as a going concern, as it must complete a Business Combination within the specified Combination Period (9 to 15 months from the IPO)[43](index=43&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) As a blank check company, it signed a Merger Agreement with Nava Health MD, Inc. in February 2024, reporting Q1 2024 net income of $365,332 from Trust Account gains, while facing minimal liquidity and substantial doubt about its going concern status - The company is a blank check company formed to effect a business combination and has signed a Merger Agreement with Nava Health MD, Inc. on February 12, 2024[108](index=108&type=chunk)[112](index=112&type=chunk) - For the three months ended March 31, 2024, net income was **$365,332**, primarily from unrealized gains on marketable securities in the Trust Account, comparing to a net loss of **$248** for the same period in 2023[117](index=117&type=chunk) - As of March 31, 2024, the company had only **$109** in cash outside the Trust Account, with its liquidity depending on funds from the Sponsor, including **$102,610** borrowed under a promissory note[111](index=111&type=chunk)[120](index=120&type=chunk) - The company must complete its initial Business Combination within 9 months from the IPO closing (extendable up to 15 months), or it will be forced to liquidate[123](index=123&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, the company is exempt from providing quantitative and qualitative disclosures about market risk - As a smaller reporting company defined by Rule 12b-2 of the Exchange Act, the company is not required to provide quantitative and qualitative disclosures about market risk[128](index=128&type=chunk) [Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) As of March 31, 2024, disclosure controls and procedures were deemed ineffective, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of March 31, 2024, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were not effective[130](index=130&type=chunk) - No changes in internal control over financial reporting occurred during the three months ended March 31, 2024, that materially affected, or are reasonably likely to materially affect, internal controls[131](index=131&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - There are no legal proceedings to report[134](index=134&type=chunk) [Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the company is not required to provide risk factors in this report - The company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide risk factors in this report[135](index=135&type=chunk) [Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%20and%20Issuer%20Purchases%20of%20Equity%20Securities) This section details unregistered equity sales to the sponsor, including founder shares and private placement warrants, and confirms the deposit of $75.75 million from IPO and private placement into the Trust Account - The sponsor purchased **2,500,000** founder shares (after adjustments and forfeitures) for an aggregate price of **$25,000**[136](index=136&type=chunk) - The sponsor purchased **2,865,500** private placement warrants at **$1.00** per warrant for a total of **$2,865,500** in a sale exempt from registration under Section 4(a)(2) of the Securities Act[137](index=137&type=chunk) - On August 22, 2023, **$75,750,000** in net proceeds from the IPO and Private Placement were deposited into the Trust Account[138](index=138&type=chunk) [Other Information](index=27&type=section&id=Item%205.%20Other%20Information) The company reported no other information - There is no other information to report for the period[141](index=141&type=chunk) [Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the quarterly report, including officer certifications and Inline XBRL data files - The exhibits filed with the report include certifications from the Principal Executive Officer and Principal Financial Officer pursuant to the Sarbanes-Oxley Act of 2002[143](index=143&type=chunk)
99 Acquisition (NNAG) - 2023 Q4 - Annual Report
2024-04-05 01:55
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ________________ Commission file number: 001-41784 99 ACQUISITION GROUP INC. (Exact name of registrant as specified in its charter) | Delaware | 88-2992752 | ...
99 Acquisition (NNAG) - 2023 Q3 - Quarterly Report
2023-11-14 22:27
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41784 99 Acquisition Group Inc. (Exact name of registrant as specified in its charter) Delaware 88-2992752 (State or other jurisdi ...
99 Acquisition (NNAG) - 2023 Q2 - Quarterly Report
2023-09-28 21:01
FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Commission File No. 001-41784 99 Acquisition Group Inc. (Exact name of registrant as specified in its charter) Delaware 88-2992752 (State or other jurisdiction ...