IPO 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[13]. - A private placement on the same date generated an additional $4.66 million, bringing total funds deposited in the trust account to $105.05 million[14]. - The company has approximately $870,000 available from IPO proceeds to cover costs associated with dissolution and creditor payments[99]. - The company intends to complete its initial business combination using cash from its IPO proceeds, placement units, and potentially additional debt or equity financing[53]. - The company may seek to raise additional funds through private offerings to target larger businesses than those that can be acquired with IPO proceeds[56]. Business Combination and Deadlines - The company extended the deadline for its initial business combination from March 29, 2023, to December 29, 2023, with stockholders redeeming 5,289,280 shares for approximately $54.68 million[15]. - Following the redemption, 5,060,720 shares of Class A common stock remained outstanding[16]. - On September 21, 2023, the company extended the business combination deadline to December 29, 2024, with stockholders redeeming 3,298,311 shares for about $35.45 million[17]. - After the second redemption, the remaining shares of Class A common stock were reduced to 1,762,409[18]. - The company has until December 29, 2024, to complete its initial business combination, or it will cease operations and redeem public shares at approximately $10.15 per share[95]. Target Business Focus - The company intends to focus on acquiring businesses in electric vehicles (EV) technology and sustainable transportation, particularly in the Asia Pacific region[25]. - The management team believes that acquiring a high-growth technology company in the transportation sector will facilitate consolidation and growth[26]. - The company plans to target businesses with total enterprise values ranging from $200 million to $2 billion in the transportation and technology industries, specifically in electric vehicles and smart mobility[32]. - The company seeks to acquire businesses with significant revenue and earnings growth potential, focusing on predictable revenue streams and strong free cash flow generation[33]. Financial Performance and Market Trends - In Q1 2021, global venture funding reached a record of $125 billion, up 94% year-over-year, with mega-round investments ($100 million and over) accounting for over 60% of activity, raising $39 billion[29]. - The global smart mobility industry is expected to expand at a CAGR of approximately 29.33%, from USD 421.32 billion in 2020 to USD 3.3 trillion in 2029, with over 30% of growth coming from the Asia Pacific region[30]. - The Asia Pacific electric vehicle market is projected to reach USD 166.3 billion by 2025, with a CAGR of 29.9%, driven by environmental awareness and government support[30]. Trust Account and Redemption - The balance of funds in the Trust Account as of December 31, 2023, was approximately $15,564,675, with 80% representing approximately $12,451,740 required for initial business combinations[37]. - As of December 31, 2023, the company has $79,026 available for an initial business combination after paying $3,622,500 in deferred underwriting fees[52]. - The anticipated redemption price for public stockholders upon completion of the initial business combination is approximately $10.15 per public share[77]. - Public stockholders will have the opportunity to redeem their shares either through a stockholder meeting or a tender offer[78]. - A public stockholder is restricted from seeking redemption rights for more than 15% of the shares sold in the IPO without prior consent[88]. Management and Governance - The company emphasizes the importance of strong management teams in target businesses and will assess leadership efficiency over time[35]. - The board of directors consists of a majority of independent directors, with all directors except the CEO classified as independent under Nasdaq standards[200]. - The audit committee is composed solely of independent directors, ensuring compliance with Nasdaq rules and SEC regulations[202]. - The compensation committee is responsible for reviewing and approving the compensation of the Chief Executive Officer and other officers on an annual basis[205]. - The company has engaged ARC Group Ltd for financial advisory services related to its IPO[199]. Internal Controls and Compliance - Management assessed the effectiveness of internal controls and identified material weaknesses due to inadequate segregation of duties[186]. - Remediation steps are planned to improve internal controls, including enhancing board composition and consulting third-party professionals[187]. - The company is required to file annual, quarterly, and current reports with the SEC, including audited financial statements[115]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[119]. Risks and Liabilities - The company may face bankruptcy risks, which could affect the ability to return $10.15 per share to public stockholders[110]. - Stockholders may be liable for claims against the company to the extent of distributions received in the event of liquidation[106]. - The company may not have the resources to diversify operations, which could expose it to risks associated with a single line of business[66]. - The company faces intense competition from established entities with greater resources in identifying target businesses for initial business combinations[112]. Indemnification and Ethics - The amended certificate of incorporation provides indemnification for officers and directors to the fullest extent allowed by Delaware law[222]. - The company has entered into agreements for contractual indemnification of officers and directors in addition to statutory protections[223]. - These indemnification provisions may discourage stockholders from suing directors for breaches of fiduciary duty[223]. - A Code of Ethics has been adopted for directors, officers, and employees, and is available for review on the company's website[212].
Arogo Capital Acquisition (AOGO) - 2023 Q4 - Annual Report