Arogo Capital Acquisition (US:AOGO)2025-07-23 18:53IPO 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[22]. - A private placement generated an additional $4.66 million from the sale of 466,150 units at the same price, bringing total funds deposited in a trust account to approximately $105.05 million[167]. - As of December 31, 2024, the company had cash of $20,262,514 held in Trust Accounts, which is intended for the completion of the initial business combination[205]. - The company has no long-term debt or capital lease obligations, but incurs a monthly fee of $10,000 to an affiliate of the Sponsor for administrative support[214]. - The underwriters are entitled to a deferred fee of $3,622,500, payable only upon the completion of a business combination[215]. Business Combination and Extensions - The Company extended the deadline for its initial business combination from December 29, 2023, to December 29, 2024, with stockholders required to approve a deposit of $40,000 for each extension period[28]. - The Business Combination Agreement may be terminated if the Closing does not occur by December 31, 2025, unless an extension is granted[53]. - The company intends to structure its initial business combination so that the post-transaction entity will own or acquire 100% of the equity interests or assets of the target business[70]. - The company must complete one or more initial business combinations with a fair market value equal to at least 80% of the net assets held in the Trust Account[91]. - If the initial business combination is not completed by June 29, 2026, the company will redeem public shares at a price equal to the aggregate amount in the trust account, minus up to $100,000 for dissolution expenses[126]. Shareholder Actions and Redemptions - Following the First Special Meeting on March 24, 2023, stockholders redeemed 5,289,280 shares at approximately $10.33 per share, resulting in approximately $54.68 million being removed from the Trust Account[25]. - As of September 29, 2023, the Company had 1,762,409 shares of Class A common stock outstanding after stockholders redeemed 3,298,311 shares at approximately $10.72 per share, totaling approximately $35.45 million removed from the Trust Account[30][29]. - At the Fourth Special Meeting on December 28, 2024, stockholders redeemed 1,758,014 shares at approximately $11.53 per share, leading to approximately $20.29 million being withdrawn from the Trust Account[33]. - Public stockholders have the opportunity to redeem shares at approximately $10.15 per share upon completion of the initial business combination[109]. - A public stockholder is restricted from seeking redemption rights for more than 15% of the shares sold in the IPO without prior consent, aimed at preventing stockholder blockages of the business combination[117]. Financial Performance and Projections - As of December 31, 2024, the company reported a net loss of $1,241,721, with formation and operating costs totaling $2,068,779[201]. - For the year ended December 31, 2023, the company had a net income of $1,461,815, with investment income from marketable securities amounting to $3,124,054[202]. - The company expects to incur significant costs in pursuing its financing and acquisition plans, raising concerns about its ability to continue as a going concern if the initial business combination is not completed[210]. - The company has incurred transaction costs of approximately $6.52 million related to its initial public offering, including underwriting fees and other offering costs[168]. - The company intends to use funds held outside the Trust Accounts primarily to complete its initial business combination[206]. Business Strategy and Focus - Arogo aims to focus on electric vehicles (EV) technology, smart mobility, and sustainable transportation in the Asia Pacific region, particularly Southeast Asia[61]. - The company plans to target businesses with total enterprise values ranging from $200 million to $2 billion in the transportation and technology industries, specifically focusing on electric vehicles (EV) technologies, smart mobility, or sustainable transportation[67]. - The company aims to acquire businesses with strong revenue and earnings growth potential through new product development and synergistic acquisitions[67]. - The company will seek to acquire businesses that can generate strong, stable, and increasing free cash flow, focusing on predictable revenue streams[67]. - The company plans to partner with high-quality companies seeking alternatives to traditional IPOs, leveraging its management team's venture capital and private equity experience[62]. Regulatory and Compliance Matters - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, including not being required to comply with auditor attestation requirements[146]. - The company will remain an emerging growth company until it meets specific criteria, including total annual gross revenue of at least $1.07 billion or a market value of Class A common stock exceeding $700 million[148]. - The company has filed a Registration Statement on Form 8-A with the SEC to voluntarily register its securities under the Exchange Act[145]. - The company is subject to the Sarbanes-Oxley Act and will evaluate its internal control procedures for the fiscal year ending December 31, 2023[145]. - The company has continued to comply with SEC filing requirements despite the transition to OTC Markets[184]. Risks and Challenges - The company may face risks related to cybersecurity threats that could adversely affect its operations and financial condition[153]. - The company may incur losses from costs associated with identifying and evaluating prospective target businesses that do not result in completed transactions[95]. - The company anticipates that its success may depend entirely on the future performance of a single business after the initial business combination[96]. - Competition for target businesses includes other blank check companies and private equity groups, which may limit the company's ability to acquire larger targets[140]. - The company has not yet secured third-party financing for its initial business combination, and there is no assurance that such financing will be available[83].