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].
Arogo Capital Acquisition (AOGO) - 2022 Q4 - Annual Report