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Arogo Capital Acquisition (AOGO) - 2024 Q3 - Quarterly Report
AOGOArogo Capital Acquisition (AOGO)2024-12-16 21:05

Financial Performance - Net loss for the nine months ended September 30, 2024 was (638,764)[24]−NetlossfortheninemonthsendedSeptember30,2024was(638,764)[24] - Net loss for the nine months ended September 30, 2024 was 638,764[32] - Basic and diluted net loss per redeemable common share was (0.11)fortheninemonthsendedSeptember30,2024[24]−Basicanddilutednetincome(loss)pershareforthethreemonthsendedSeptember30,2024was(0.11) for the nine months ended September 30, 2024[24] - Basic and diluted net income (loss) per share for the three months ended September 30, 2024 was (0.16) and (0.05)respectively[96]−Basicanddilutednetincome(loss)persharefortheninemonthsendedSeptember30,2024was(0.05) respectively[96] - Basic and diluted net income (loss) per share for the nine months ended September 30, 2024 was (0.11) and (0.29)respectively[96]−Thecompanyhadanetlossof(0.29) respectively[96] - The company had a net loss of 1,720 for the three months ended September 30, 2024, with formation and operating costs of 174,496,franchisetaxof174,496, franchise tax of 39,600, and income tax of 45,927,offsetbyinvestmentincomeof45,927, offset by investment income of 258,301 and interest income of 2[176]−FortheninemonthsendedSeptember30,2024,thecompanyhadanetlossof2[176] - For the nine months ended September 30, 2024, the company had a net loss of 638,764, with formation and operating costs of 1,171,707,franchisetaxof1,171,707, franchise tax of 96,800, and income tax of 135,819,offsetbyinvestmentincomeof135,819, offset by investment income of 765,559 and interest income of 3[176]−Thecompanyhadanetincomeof3[176] - The company had a net income of 378,293 for the three months ended September 30, 2023, with formation and operating costs of 187,003,franchisetaxesof187,003, franchise taxes of 40,000, and income taxes of 85,280,adjustedbyinvestmentincomeof85,280, adjusted by investment income of 690,570 and interest income of 6[177]−FortheninemonthsendedSeptember30,2023,thecompanyhadanetincomeof6[177] - For the nine months ended September 30, 2023, the company had a net income of 1,815,640, with formation and operating costs of 485,134,franchisetaxesof485,134, franchise taxes of 160,000, and income taxes of 170,560,adjustedbyinvestmentincomeof170,560, adjusted by investment income of 2,631,309 and interest income of 25[177]LiabilitiesandDeficit−Currentliabilitiesincreasedfrom25[177] Liabilities and Deficit - Current liabilities increased from 4,037,462 to 5,526,569[22]−Totalliabilitiesrosefrom5,526,569[22] - Total liabilities rose from 7,659,962 to 9,149,069[22]−Accumulateddeficitgrewfrom9,149,069[22] - Accumulated deficit grew from (7,288,800) to (8,648,975)[22]−Thecompanyhadaworkingcapitaldeficitof(8,648,975)[22] - The company had a working capital deficit of 5,143,567 and 3,665,992asofSeptember30,2024andDecember31,2023,respectively[72]−Thecompanyowed3,665,992 as of September 30, 2024 and December 31, 2023, respectively[72] - The company owed 834,114 and 262,585torelatedpartiesasofSeptember30,2024andDecember31,2023respectively[112]CashFlowandTrustAccount−CashusedinoperatingactivitiesfortheninemonthsendedSeptember30,2024was262,585 to related parties as of September 30, 2024 and December 31, 2023 respectively[112] Cash Flow and Trust Account - Cash used in operating activities for the nine months ended September 30, 2024 was 326,948[32] - Cash provided by investing activities for the nine months ended September 30, 2024 was 73,252[32]−CashprovidedbyfinancingactivitiesfortheninemonthsendedSeptember30,2024was73,252[32] - Cash provided by financing activities for the nine months ended September 30, 2024 was 360,003[32] - Cash at the end of the period September 30, 2024 was 38,829[32]−Thenetcashusedinoperatingactivitiesforthenine−monthperiodendedSeptember30,2024,was38,829[32] - The net cash used in operating activities for the nine-month period ended September 30, 2024, was 326,948[179] - The company withdrew 286,748ininterestearnedontheTrustAccountsfortaxpaymentsduringtheninemonthsendedSeptember30,2024[180]−Thecompanyhadcashof286,748 in interest earned on the Trust Accounts for tax payments during the nine months ended September 30, 2024[180] - The company had cash of 38,829 and 79,026asofSeptember30,2024andDecember31,2023,respectively[72]−Thecompanyhad79,026 as of September 30, 2024 and December 31, 2023, respectively[72] - The company had 20,025,986 and 19,187,175incashheldintheTrustAccountasofSeptember30,2024andDecember31,2023,respectively[84]−Cashheldintrustaccountwas19,187,175 in cash held in the Trust Account as of September 30, 2024 and December 31, 2023, respectively[84] - Cash held in trust account was 20,025,986 and 19,187,175asofSeptember30,2024andDecember31,2023respectively[99]−AsofSeptember30,2024,thecompanyhad19,187,175 as of September 30, 2024 and December 31, 2023 respectively[99] - As of September 30, 2024, the company had 20,025,986 in cash held in Trust Accounts and 38,829outsideoftheTrustAccounts[180][181]BusinessCombinationandRedemptions−TheCompanymustcompleteaBusinessCombinationwithafairmarketvalueequaltoatleast8038,829 outside of the Trust Accounts[180][181] Business Combination and Redemptions - The Company must complete a Business Combination with a fair market value equal to at least 80% of the net assets held in the Trust Account[41] - Public Shareholders can redeem their shares for a pro rata portion of the Trust Account, initially anticipated to be 10.15 per Public Share[42] - Stockholders holding 5,289,280 shares redeemed their shares for cash at approximately 10.74pershare,removing10.74 per share, removing 54,675,740 from the Trust Account[48] - Following the redemption, the Company's remaining shares of Class A common stock outstanding were 5,060,720[49] - Stockholders holding 3,298,311 shares redeemed their shares for cash at approximately 10.72pershare,removing10.72 per share, removing 35,448,259 from the Trust Account[52] - Following the redemption, the Company's remaining shares of Class A common stock outstanding were 1,762,409[53] - Stockholders redeemed 5,289,280 shares for approximately 54,675,740at54,675,740 at 10.33 per share[156] - Stockholders redeemed 3,298,311 shares for approximately 35,448,259at35,448,259 at 10.72 per share[159] - The Company extended its business combination deadline to December 29, 2024, with a 40,000monthlydepositintotheTrustAccount[159]−TheCompanyextendeditsbusinesscombinationperiodbydepositing40,000 monthly deposit into the Trust Account[159] - The Company extended its business combination period by depositing 1,669,996 into the trust account as of September 30, 2024[115] - The company has until December 29, 2024, to complete its initial business combination or face liquidation[145] Initial Public Offering and Private Placement - The Company consummated the Initial Public Offering on December 29, 2021, generating gross proceeds of 90,000,000[36]−Theunderwritersexercisedtheover−allotmentoption,purchasing1,350,000additionalUnitsgeneratinggrossproceedsof90,000,000[36] - The underwriters exercised the over-allotment option, purchasing 1,350,000 additional Units generating gross proceeds of 13,500,000[36] - The Company consummated the Private Placement, generating gross proceeds of 4,222,750[37]−Uponexerciseoftheunderwriterover−allotmentoption,theSponsorpurchasedanadditional43,875PrivatePlacementUnitsgeneratingadditionalgrossproceedsof4,222,750[37] - Upon exercise of the underwriter over-allotment option, the Sponsor purchased an additional 43,875 Private Placement Units generating additional gross proceeds of 438,750[37] - Transaction costs as of December 29, 2021 amounted to 6,524,539,including6,524,539, including 1,811,250 of underwriting fees and 3,622,500ofdeferredunderwritingfees[38]−3,622,500 of deferred underwriting fees[38] - 105,052,500 from the net proceeds of the Initial Public Offering was placed in the Trust Account, with 10.15perUnit[39]−TheCompanysold9,000,000Unitsatapriceof10.15 per Unit[39] - The Company sold 9,000,000 Units at a price of 10.00 per Unit in the Initial Public Offering, generating 90,000,000[104]−TheSponsorpurchased466,150PrivatePlacementUnitsat90,000,000[104] - The Sponsor purchased 466,150 Private Placement Units at 10.00 per Unit, generating 4,661,500[105]−Thecompanygeneratedgrossproceedsof4,661,500[105] - The company generated gross proceeds of 103.5 million from its initial public offering of 10,350,000 units at 10.00perunitonDecember29,2021[178]ExpensesandCosts−FranchisetaxexpensesfortheninemonthsendedSeptember30,2024were10.00 per unit on December 29, 2021[178] Expenses and Costs - Franchise tax expenses for the nine months ended September 30, 2024 were 96,800[24] - Formation and operating costs for the nine months ended September 30, 2024 totaled 1,171,707[24]−Administrativeexpenseswere1,171,707[24] - Administrative expenses were 90,000 for each of the nine months ended September 30, 2024 and 2023[113] - The company's income tax provision for the nine months ended September 30, 2024 and 2023 was 135,819and135,819 and 170,560, respectively[92] - The company has no long-term debt, capital lease obligations, or operating lease obligations, other than a monthly fee of 10,000forofficespaceandadministrativesupport[190]StockandShareTransactions−WeightedaveragesharesofRedeemableCommonStockremainedconstantat1,762,409[24]−ClassAcommonstocksubjecttopossibleredemptionincreasedfrom10,000 for office space and administrative support[190] Stock and Share Transactions - Weighted average shares of Redeemable Common Stock remained constant at 1,762,409[24] - Class A common stock subject to possible redemption increased from 19,187,175 to 19,908,586[22]−Re−measurementofcommonstocksubjecttopossibleredemptionfortheninemonthsendedSeptember30,2024was19,908,586[22] - Re-measurement of common stock subject to possible redemption for the nine months ended September 30, 2024 was 721,412[32] - 2,587,500 shares of Class B Common Stock were converted into Class A Common Stock, resulting in 4,841,934 shares of Class A Common Stock outstanding[57] - The Company converted 2,587,500 shares of Class B Common Stock into Class A Common Stock on August 21, 2024[109] - As of September 30, 2024, the company had 3,079,525 shares of Class A common stock issued and outstanding[122] - The Company had 19,775,986and19,775,986 and 18,937,175 of securities in excess of SIPC limits as of September 30, 2024 and December 31, 2023 respectively[97] - Stockholders approved the Optional Conversion Amendment Proposal with 3,126,767 votes in favor[154] Business Combination Agreements - The company entered into a Merger Agreement with EON on April 25, 2022, with a Merger Consideration of 550millionminusClosingNetIndebtednessandupto550 million minus Closing Net Indebtedness and up to 105.0525 million for working capital[62] - The company terminated the Business Combination Agreement with EON on November 7, 2023, due to breaches by EON of certain covenants[63] - The company entered into a Business Combination Agreement with Ayurcann Holding Corp. on June 25, 2024[66] - The company terminated the Business Combination Agreement with Ayurcann Holding Corp. on November 19, 2024, due to failure to deliver Audited Financial Statements and Updated Financial Statements[68] - The company entered into a binding letter of intent with Bangkok Tellink Co., Ltd on December 6, 2024, for a proposed business combination[70] - On November 19, 2024, the company terminated the Business Combination Agreement with Ayurcann[136] - On December 6, 2024, the company entered into a binding LOI with Bangkok Tellink for a proposed business combination[138] - The Company terminated the Business Combination Agreement with Ayurcann Holding Corp due to failure to deliver audited financial statements[173] - The Company demanded a Company Reimbursement Termination Fee from Ayurcann Holding Corp[173] Nasdaq Compliance and Delisting - The company received a Nasdaq deficiency notice for failing to meet the 50millionMVLSrequirement[146]−TheCompanyreceivedaNasdaqdelistingnoticeduetonon−compliancewithMarketValueofListedSecurities(50 million MVLS requirement[146] - The Company received a Nasdaq delisting notice due to non-compliance with Market Value of Listed Securities (50 million) and total holders (400) requirements[148] - The Company paid a 20,000feeandrequestedahearingtoregaincompliancewithNasdaqlistingrequirements[149]−TheCompany′ssecuritiesbegantradingontheOTCPinkMarketundersymbols"AOGO,""AGOU,"and"AOGOW"onSeptember17,2024[152]−ThecompanyisnotincompliancewithNasdaq′sminimummarketvalueoflistedsecuritiesrequirementof20,000 fee and requested a hearing to regain compliance with Nasdaq listing requirements[149] - The Company's securities began trading on the OTC Pink Market under symbols "AOGO," "AGOU," and "AOGOW" on September 17, 2024[152] - The company is not in compliance with Nasdaq's minimum market value of listed securities requirement of 50 million[209] - The company's securities began trading on the OTC Pink Market effective September 17, 2024, due to delisting from Nasdaq[210] - The company anticipates actions to restore compliance with Nasdaq or another national exchange's listing requirements but provides no assurance of success[211] - The company's ability to raise additional capital may be adversely impacted due to delisting from Nasdaq[209] - The company's common stock is subject to SEC "penny stock" rules, which may limit investor trading[210] Risks and Market Conditions - A new 1% U.S. federal excise tax could be imposed on the company for future redemptions of Public Shares under the Inflation Reduction Act of 2022[215] - The company faces risks from unstable market conditions, including liquidity shortages and adverse developments in financial institutions[212][213] - The company acknowledges potential adverse effects on its business from global credit and financial market volatility[213] - The company has not disclosed any material changes to its risk factors since its last filings with the SEC[208] - The company has not experienced any defaults upon senior securities[217] Sponsor and Underwriters - The Sponsor agreed to be liable if claims reduce the Trust Account below 10.15perPublicShare[59]−Thecompanygrantedunderwritersa45−dayoptiontopurchaseupto1,350,000additionalUnitsattheIPOprice[118]−Underwriterswerepaidacashunderwritingdiscountof10.15 per Public Share[59] - The company granted underwriters a 45-day option to purchase up to 1,350,000 additional Units at the IPO price[118] - Underwriters were paid a cash underwriting discount of 1,811,250 and are entitled to a deferred fee of 3,622,500[119]−Underwritersreceived25,875sharesofClassAcommonstockwithafairvalueof3,622,500[119] - Underwriters received 25,875 shares of Class A common stock with a fair value of 258,750[120] Miscellaneous - The company may need to raise additional funds to meet working capital needs prior to the consummation of an initial business combination or the winding up of the company[184][186]