Arogo Capital Acquisition (AOGO) - 2021 Q4 - Annual Report

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].