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Arogo Capital Acquisition (AOGO) - 2023 Q3 - Quarterly Report

Financial Performance - Net income for the three months ended September 30, 2023 was $378,293, compared to a net loss of $542,421 for the same period in 2022, indicating a turnaround in performance [18]. - Basic and diluted net income per common share for the three months ended September 30, 2023 was $0.12, compared to a loss of $0.18 for the same period in 2022, indicating a significant improvement [18]. - As of September 30, 2023, the company reported a net income of $1,815,640, compared to a net loss of $(542,421) for the same period in 2022 [24]. - The total cash used in operating activities was $(738,879), an improvement from $(955,771) in the previous year, reflecting a reduction of about 23% [24]. Assets and Liabilities - Total current assets decreased from $134,534,000 in December 31, 2022 to $67,416,000 as of September 30, 2023, a decline of approximately 50% [17]. - Total liabilities increased from $4,614,090 in December 31, 2022 to $5,976,900 as of September 30, 2023, an increase of approximately 29.5% [17]. - The accumulated deficit increased from $(4,479,864) in December 31, 2022 to $(5,909,792) as of September 30, 2023, reflecting a deterioration in retained earnings [17]. - The company had cash at the end of the period amounting to $29,872, down from $111,529 at the end of September 30, 2022, indicating a decrease of approximately 73% [24]. - As of September 30, 2023, the Company had cash of $29,872 and a working capital deficit of $2,286,984 [50]. Investment Activities - The company had a net cash used in investing activities of $54,061,481, compared to $97,500 in the previous year, indicating significant investment activity [24]. - The company placed $105,052,500 in a Trust Account from the net proceeds of the IPO, which may be invested in U.S. government securities [31]. - The net proceeds held in the Trust Account are invested in U.S. government treasury bills or certain money market funds, minimizing exposure to interest rate risk [123]. Business Operations - The company has not commenced any operations as of September 30, 2023, and will not generate operating revenues until after completing its initial Business Combination [27]. - The company incurred formation and operating costs of $187,003 for the three months ended September 30, 2023, compared to $136,090 for the same period in 2022, representing an increase of approximately 37.5% [18]. - The company has determined that its liquidity condition raises substantial doubt about its ability to continue as a going concern [50]. Shareholder Activities - Stockholders holding 5,289,280 shares redeemed their shares for cash at approximately $10.33 per share, resulting in approximately $54,675,740 removed from the Trust Account [39]. - Following the redemption, the remaining shares of Class A common stock outstanding were 5,060,720 [40]. - On September 21, 2023, stockholders approved an extension of the initial Business Combination deadline to December 29, 2024, with a required deposit of $40,000 for each extension period [41]. - Stockholders holding 3,298,311 shares redeemed their shares for cash at approximately $10.72 per share, resulting in approximately $35,448,259 removed from the Trust Account [41]. - After the latest redemption, the remaining shares of Class A common stock outstanding were 1,762,409 [43]. IPO and Financing - The company generated gross proceeds of $90,000,000 from its Initial Public Offering (IPO) on December 29, 2021 [28]. - The company incurred offering costs of $832,039 related to the Initial Public Offering, along with underwriter fees totaling $5,433,750 [59]. - The company sold 9,000,000 Units at a price of $10.00 per Unit during the Initial Public Offering, generating $90,000,000 in total [69]. - The underwriters received a cash underwriting discount of $1,811,250 upon the closing of the Initial Public Offering [81]. - The company raised $4,661,500 from the sale of 466,150 Private Placement Units at $10.00 each during the Initial Public Offering [71]. Stock and Equity - The Company is authorized to issue 1,000,000 shares of preferred stock, with none issued or outstanding as of September 30, 2023 [83]. - As of September 30, 2023, there were 492,025 shares of Class A common stock issued and outstanding, and 50,607,20 shares classified as temporary equity [83]. - The Company has 2,587,500 shares of Class B common stock issued and outstanding as of September 30, 2023 [84]. - Class B common stock will automatically convert to Class A common stock on a one-for-one basis at the time of a Business Combination [85]. - The Company has 5,060,720 shares of Class A common stock subject to possible redemption, valued at $54,511,491 as of September 30, 2023 [60]. Business Combination - The company has a deferred underwriting fee payable of $3,622,500, contingent upon the consummation of a Business Combination within 12 months from the IPO [30]. - The Company terminated the Business Combination Agreement with EON on November 7, 2023, due to breaches of certain covenants [48]. - The Company has made monthly deposits into the Trust Account of $40,000 since September 29, 2023 [43]. - The Sponsor has agreed to be liable if claims reduce the Trust Account below $10.15 per Public Share [45]. - Public Warrants will become exercisable 30 days after the completion of a Business Combination and will expire five years after completion [87]. - The Company may redeem outstanding Public Warrants at a price of $0.01 per warrant if the Class A common stock price equals or exceeds $18.00 for any 20 trading days within a 30-trading day period [90].