UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended June 30, 2023
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _______to_______
Commission
File Number: 001-41179
AROGO CAPITAL ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware | | 87-1118179 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
| | |
848 Brickell Avenue, Penthouse 5 Miami, Florida | | 33131 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (786) 442-1482
Not applicable
(Former name or former address, if changed since last report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate
by check mark whether the registrant has submitted electronically, if any, every Interactive Date File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | Emerging growth company | ☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Units, each consisting of one share of Class A common stock and one Redeemable Warrant | | AOGOU | | The Nasdaq Stock Market LLC |
Class A Common Stock, $0.0001 par value per share | | AOGO | | The Nasdaq Stock Market LLC |
Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | | AOGOW | | The Nasdaq Stock Market LLC |
As
of August 21, 2023, there were 5,060,270 shares of the Company’s Class A Common Stock, $0.0001 par value per share (the “Class
A Shares”) and 2,587,500 of the Company’s Class B Common Stock, $0.0001 par value per share issued and outstanding (the “Class
B Shares”).
AROGO
CAPITAL ACQUISITION CORP.
TABLE
OF CONTENTS
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Quarterly Report on Form 10-Q (“Report”), including “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” contains forward-looking statements, within the meaning of the federal securities laws,
including the Private Securities Litigation Reform Act of 1995, regarding future events and the future results of the Company that are
based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates and the beliefs
and assumptions of the management of the Company. Words such as “expects,” “anticipates,” “targets,”
“goals,” “projects,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” variations of such words, and similar expressions are intended to identify
such forward-looking statements. These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions
that are difficult to predict. These factors include but are not limited to the “Summary Risk Factors” and “Risk Factors”
described herein.
You
should read the matters described and incorporated by reference in “Summary Risk Factors” and “Risk Factors”
and the other cautionary statements made in this Report, and incorporated by reference herein, as being applicable to all related forward-looking
statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to
be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements.
Forward-looking
statements speak only as of the date of this Report or the date of any document incorporated by reference in this Report, as applicable.
Except to the extent required by applicable law or regulation, we do not undertake any obligation to update forward-looking statements
to reflect events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events.
Summary
Risk Factors
We
face risks and uncertainties related to our business, many of which are beyond our control. In particular, risks associated with our
business include:
|
● |
our ability to realize
anticipated benefits of the business combination, and unanticipated expenses or delays in connection with the business combination; |
|
● |
if we seek stockholder
approval of our initial business combination, our initial stockholders and members of our management team have agreed to vote in
favor of such initial business combination, regardless of how our public stockholders vote; |
|
● |
past performance by our
sponsor and our management team including their affiliates and including the businesses referred to herein, may not be indicative
of future performance of an investment in us or in the future performance of any business that we may acquire. |
|
● |
our management may not
be able to maintain control of a target business after our initial business combination. Upon the loss of control of a target business,
new management may not possess the skills, qualifications or abilities necessary to profitably operate such business. |
|
● |
we may not be able to complete
our initial business combination in the prescribed time frame; |
|
● |
your only opportunity to
affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem
your shares from us for cash; |
|
● |
we may not be successful
in retaining or recruiting required officers, key employees or directors following our initial business combination; |
|
● |
our officers and directors
may have difficulties allocating their time between our Company and other businesses and may potentially have conflicts of interest
with our business or in approving our initial business combination. We are dependent upon our executive officers and directors and
their loss could adversely affect our ability to operate; |
|
● |
we may not be able to obtain
additional financing to complete our initial business combination or reduce the number of shareholders requesting redemption. The
ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to
complete the most desirable business combination or optimize our capital structure; |
|
● |
we may issue our shares
to investors in connection with our initial business combination at a price that is less than the prevailing market price of our
shares at that time; |
|
● |
Our sponsor paid an aggregate
of $25,000, or approximately $0.009 per founder share, and, accordingly, you will experience immediate and substantial dilution from
the purchase of the shares of our Class A common stock; |
|
● |
Since our sponsor paid
only approximately $0.009 per share for the founder shares, our officers and directors could potentially make a substantial profit
even if we acquire a target business that subsequently declines in value; |
|
● |
you may not be given the
opportunity to choose the initial business target or to vote on the initial business combination. |
|
● |
Subsequent to the completion
of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other
charges that could have a significant negative effect on our financial condition, results of operations and our share price, which
could cause you to lose some or all of your investment; |
|
● |
trust account funds may
not be protected against third party claims or bankruptcy; |
|
● |
an active market for our
public securities’ may not develop and you will have limited liquidity and trading; |
|
● |
the availability to us
of funds from interest income on the trust account balance may be insufficient to operate our business prior to the business combination;
and |
|
● |
our financial performance
following a business combination with an entity may be negatively affected by their lack an established record of revenue, cash flows
and experienced management. |
|
● |
Changes in laws or regulations,
or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete
our initial business combination and results of operations. |
|
● |
Other risk factors included
under “Risk Factors” in our latest Annual Report on Form 10-K and set forth below under “Risk Factors”. |
PART
I - FINANCIAL INFORMATION
Item
1. Financial Statements
AROGO
CAPITAL ACQUISITION CORP.
BALANCE
SHEET
| |
June 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
| |
(Unaudited) | | |
(Audited) | |
ASSETS | |
| | |
| |
Current Assets-Cash | |
$ | 15,147 | | |
$ | 52,989 | |
Prepaid expenses | |
| 75,545 | | |
| 81,545 | |
Total Current Asset | |
| 90,692 | | |
| 134,534 | |
| |
| | | |
| | |
Cash and marketable securities held in the trust | |
| 53,520,228 | | |
| 105,941,664 | |
Total assets | |
$ | 53,610,920 | | |
$ | 106,076,198 | |
| |
| | | |
| | |
LIABILITIES AND SHAREHOLDERS’ DEFICIT | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accrued expenses | |
$ | 610,845 | | |
$ | 568,844 | |
Other Payables | |
| 140,000 | | |
| 80,000 | |
Tax Payable | |
| 40,000 | | |
| 109,749 | |
Income tax payable | |
| - | | |
| 165,799 | |
Working capital loan | |
| 140,000 | | |
| - | |
Extension loan | |
| 766,664 | | |
| - | |
Advanced from related parties | |
| 67,198 | | |
| 67,198 | |
Total Current liabilities | |
| 1,764,707 | | |
| 991,590 | |
| |
| | | |
| | |
Deferred Underwriting Commission | |
| 3,622,500 | | |
| 3,622,500 | |
Total liabilities | |
| 5,387,207 | | |
| 4,614,090 | |
| |
| | | |
| | |
Commitments and Contingencies (Note 6) | |
| | | |
| | |
Class A common stock subject to possible redemption; 5,060,720 and 10,350,000 shares issued and outstanding at redemption value of $10.581 per share and $10.24 per share at June 30, 2023 and December 31,2022 respectively | |
| 53,520,228 | | |
| 105,941,664 | |
Shareholders’ Deficit | |
| | | |
| | |
Preferred share, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
| - | | |
| - | |
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 492,025 issued and outstanding (excluding 5,060,720 and 10,350,000 share subject to possible redemption) at June 30,2023 and December 31, 2022 | |
| 49 | | |
| 49 | |
Class B common stock, par value $0.0001; 10,000,000 shares authorized; 2,587,500 issued and outstanding (1) on June 30, 2023 and December 31, 2022 | |
| 259 | | |
| 259 | |
| |
| | | |
| | |
Additional paid in capital | |
| - | | |
| - | |
Accumulated deficit | |
| (5,296,823 | ) | |
| (4,479,864 | ) |
Total shareholders’ deficit | |
| (5,296,515 | ) | |
| (4,479,556 | ) |
Total liabilities and shareholders’ deficit | |
$ | 53,610,920 | | |
$ | 106,076,198 | |
The
accompanying notes are an integral part of these unaudited financial statements.
AROGO
CAPITAL ACQUISITION CORP.
STATEMENTS
OF OPERATIONS
| |
For the Period Three Months Ended | | |
For the Period
Six Months
Ended | | |
For the Period Three Month Ended | | |
For the Period
Six Months
Ended | |
| |
June 30, 2023 | | |
June 30,
2023 | | |
June 30, 2022 | | |
June 30,
2023 | |
| |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
Formation and Operating costs | |
$ | 125,048 | | |
$ | 298,131 | | |
$ | 644,202 | | |
$ | 766,723 | |
Franchise tax | |
| 40,000 | | |
| 120,000 | | |
| - | | |
| - | |
Loss from operation | |
| (165,048 | ) | |
| (418,131 | ) | |
| (644,202 | ) | |
| (766,723 | ) |
| |
| | | |
| | | |
| | | |
| | |
Interest earned | |
| 7 | | |
| 19 | | |
| 9 | | |
| 9 | |
Unrealised Gain/Loss on marketable securities hold in the trust account | |
| 881,224 | | |
| 1,940,738 | | |
| 149,784 | | |
| 87,861 | |
Other Income (Loss) | |
| 881,231 | | |
| 1,940,757 | | |
| 149,793 | | |
| 87,870 | |
Income (Loss) before provision for income taxes | |
| 716,183 | | |
| 1,522,626 | | |
| (494,409 | ) | |
| (678,853 | ) |
Provision for income taxes | |
| (42,640 | ) | |
| (85,280 | ) | |
| - | | |
| - | |
Net Income (Loss) | |
$ | 673,543 | | |
$ | 1,437,346 | | |
$ | (494,409 | ) | |
$ | (678,853 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average shares outstanding, basic and diluted | |
| 3,079,525 | | |
| 3,079,525 | | |
| 2,746,051 | | |
| 2,746,051 | |
Basic and diluted net loss per common share | |
$ | 0.22 | | |
| 0.47 | | |
$ | (0.18 | ) | |
| (0.25 | ) |
The
accompanying notes are an integral part of these unaudited financial statements.
AROGO
CAPITAL ACQUISITION CORP.
STATEMENTS
OF CHANGES IN SHAREHOLDERS’ DEFICIT
| |
Class A | | |
Class B | | |
Additional | | |
| | |
Total | |
| |
Common Stock | | |
Common Stock | | |
Paid in | | |
Accumulated | | |
Shareholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance – January 1, 2023 (Unaudited) | |
| 492,025 | | |
$ | 49 | | |
| 2,587,500 | | |
$ | 259 | | |
$ | - | | |
$ | (4,479,864 | ) | |
$ | (4,479,556 | ) |
Net income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 763,803 | | |
| 763,803 | |
Re-measurement of common stock subject to redemption | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (771,696 | ) | |
| (771,696 | ) |
Balance – March 31, 2023 (Unaudited) | |
| 492,025 | | |
$ | 49 | | |
| 2,587,500 | | |
$ | 259 | | |
| - | | |
$ | (4,487,757 | ) | |
$ | (4,487,449 | ) |
Net income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 673,543 | | |
| 673,543 | |
Additional amount deposited into trust ($0.0379 per common stock subject to possible redemption) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (766,664 | ) | |
| (766,664 | ) |
Re-measurement of common stock subject to redemption | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (715,945 | ) | |
| (715,945 | ) |
Balance - June 30, 2023 (Unaudited) | |
| 492,025 | | |
$ | 49 | | |
| 2,587,500 | | |
$ | 259 | | |
| - | | |
$ | (5,296,823 | ) | |
$ | (5,296,515 | ) |
| |
Class A | | |
Class B | | |
Additional | | |
| | |
Total | |
| |
Common Stock | | |
Common Stock | | |
Paid in | | |
Accumulated | | |
Shareholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance – January 1, 2022 (Unaudited) | |
| 492,025 | | |
$ | 49 | | |
| 2,587,500 | | |
$ | 259 | | |
$ | - | | |
$ | (2,864,388 | ) | |
$ | (2,864,080 | ) |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (184,444 | ) | |
| (184,444 | ) |
Balance – March 31, 2022 (Unaudited) | |
| 492,025 | | |
$ | 49 | | |
| 2,587,500 | | |
$ | 259 | | |
$ | - | | |
$ | (3,048,832 | ) | |
$ | (3,048,524 | ) |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (494.409 | ) | |
| (494,409 | ) |
Balance – June 30, 2022 | |
| 492,025 | | |
$ | 49 | | |
| 2,587,500 | | |
$ | 259 | | |
$ | - | | |
$ | (3,543,241 | ) | |
$ | (3,542,933 | ) |
The
accompanying notes are an integral part of these unaudited financial statements.
AROGO
CAPITAL ACQUISITION CORP.
STATEMENTS
OF CASH FLOWS
| |
For the Period Six Months Ended | | |
For the Period Six Months Ended | |
| |
June 30, 2023 | | |
June 30, 2022 | |
| |
(Unaudited) | | |
(Unaudited) | |
Cash flows from operating activities: | |
| | |
| |
Net Income (Loss) | |
$ | 1,437,346 | | |
$ | (678,853 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Interest earned | |
| (19 | ) | |
| (9 | ) |
Unrealized Gain/Loss from marketable securities hold in the trust account | |
| (1,940,738 | ) | |
| (87,861 | ) |
Changes in operating assets and liabilities: | |
| | | |
| | |
Prepaid expenses | |
| 6,000 | | |
| (138,895 | ) |
Accrued expenses | |
| 42,000 | | |
| 118,275 | |
Accrued offering costs | |
| - | | |
| (45,000 | ) |
Other payables | |
| 60,000 | | |
| 10,889 | |
Advanced from related parties | |
| - | | |
| 20,000 | |
Franchise tax payable | |
| (69,748 | ) | |
| 45,151 | |
Income tax payable | |
| (165,799 | ) | |
| - | |
Net cash used in operating activities | |
| (630,958 | ) | |
| (756,303 | ) |
| |
| | | |
| | |
Cash flows from investing activities: | |
| | | |
| | |
Investment of Cash in Trust Account - redemption | |
| 54,675,740 | | |
| - | |
Investment of Cash in Trust Account - extension | |
| (766,664 | ) | |
| - | |
Withdrawal from Trust Account | |
| 453,097 | | |
| - | |
Net cash used in investing activities | |
| 54,362,173 | | |
| - | |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
Interest earned on Cash account | |
| 19 | | |
| 9 | |
Redemption of common stock | |
| (54,675,740 | ) | |
| - | |
Proceeds from sponsor working capital loan | |
| 140,000 | | |
| - | |
Proceeds from extension loan | |
| 766,664 | | |
| - | |
Net cash provided by financing activities | |
| (53,769,057 | ) | |
| 9 | |
| |
| | | |
| | |
Net change in cash | |
| (37,842 | ) | |
| (756,294 | ) |
Cash at the beginning of the period | |
| 52,989 | | |
| 969,787 | |
Cash at the end of the period | |
$ | 15,147 | | |
$ | 213,493 | |
| |
| | | |
| | |
Supplemental disclosure of non-cash financing activities: | |
| | | |
| | |
Deferred underwriting fee payable | |
$ | - | | |
$ | 3,622,500 | |
Value of Class A common stock subject to redemption | |
$ | 53,520,228 | | |
$ | 105,052,500 | |
Re-measurement of common stock subject to redemption | |
| 1,487,641 | | |
| - | |
The
accompanying notes are an integral part of these unaudited financial statements.
AROGO
CAPITAL ACQUISITION CORP.
Notes
to the UNAUDITED financial statement
NOTE
1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Arogo
Capital Acquisition Corp. (the “Company”) was incorporated in Delaware on June 9, 2021. The Company was formed for the purpose
of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with
one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes
of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject
to all of the risks associated with early stage and emerging growth companies.
As
of June 30, 2023, the Company had not commenced any operations. All activity for the period from June 9, 2021 (inception) through June
30, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described
below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.
The Company will generate non-operating income in the form of interest income from the proceeds derived from the Proposed Public Offering.
The Company has selected December 31 as its fiscal year end.
The
registration statement for the Company’s Initial Public Offering was declared effective on December 23, 2021. On December 29, 2021,
the Company consummated the Initial Public Offering of 9,000,000 units (“Units” and, with respect to the common stock included
in the Units being offered, the “Public Shares”), generating gross proceeds of $90,000,000, which is described in Note 3.
The Company granted the underwriter a 45-day option from the date of Initial Public Offering to purchase up to 1,350,000 additional Units
to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On December 29,
2021, the underwriters exercised this option and purchased 1,350,000 additional Units generating gross proceeds of $13,500,000.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an
aggregate of 422,275 Units (the “Private Placement Units”) to Koo Dom Investment LLC (the “Sponsor”) at a purchase
price of $10.00 per Private Placement Unit, generating gross proceeds to the Company in the amount of $4,222,750. Upon exercise of the
underwriter over-allotment option, the Sponsor purchased an additional 43,875 Private Placement Units at a purchase price of $10.00 per
unit generating additional gross proceeds of $438,750.
As
of December 29, 2021, transaction costs amounted to $6,524,539 consisting of $1,811,250 of underwriting fees (gross of a discount of
$400,000), $3,622,500 of deferred underwriting fees payable (which are held in a trust account with Continental Stock Transfer &
Trust Company acting as trustee (the “Trust Account”), the fair value of the 25,875 shares of Class A common stock issued
to the underwriter of $258,750 and $832,039 of other offering costs related to the Initial Public Offering. Cash of $1,007,897 was held
outside of the Trust Account on December 29, 2021 and was available for working capital purposes. As described in Note 6, the $3,622,500
deferred underwriting fees are contingent upon the consummation of the Business Combination within 12 months (or up to 21 months if extended)
from the closing of the Initial Public Offering.
Following
the closing of the Initial Public Offering on December 29, 2021, an amount of $105,052,500 ($10.15 per Unit) from the net proceeds of
the sale of the Units in the Initial Public Offering and the Private Placement was placed in the Trust Account which may be invested
in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the
“Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself
out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by
the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described
below.
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating
a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company
must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal
to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes
payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company
owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target
business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended
(the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal
to at least $10.15 per Unit sold in the Initial Public Offering, including proceeds of the Private Placement Units, will be held in a
trust account (“Trust Account”), located in the United States and invested only in U.S. government securities, within the
meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment
company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment
Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution
of the funds held in the Trust Account, as described below.
The
Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem
all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination
or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek shareholder
approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to
redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.15 per Public
Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion
of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at a
redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting
Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (ASC 480).
All
of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with our liquidation,
if there is a stockholder vote or tender offer in connection with our initial business combination and in connection with certain amendments
to our amended and restated certificate of incorporation. In accordance with SEC and its guidance on redeemable equity instruments, which
has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to
redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments
(i.e., public warrants). the initial value of Class A common stock classified as temporary equity will be the allocated proceeds determined
in accordance with ASC 470-20. The Class A common stock is subject to ASC 480-10-S99. If it is probable that the equity instrument will
become redeemable. we have the option to either (i) accrete changes in the redemption value over the period from the date of issuance
(or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the
instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument
to equal the redemption value at the end of each reporting period. We have elected to recognize the changes immediately. The accretion
or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings. or in absence of retained earnings. additional
paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $5,000,001, the Public Shares
are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place.
If
the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority
of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange
rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide
to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation
(the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and
Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If,
however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company
decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy
solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection
with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased
during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect
to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.
Notwithstanding
the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the
tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder
or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more
than an aggregate of 15% of the Public Shares, without the prior consent of the Company.
The
holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held
by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation
(i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination
or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined
below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless
the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
Charter
Amendment
On
March 24, 2023, the Company held a Special Meeting of Stockholders (the “Meeting”). At the Meeting, the Company’s stockholders
approved the Charter Amendment, which extends the date by which the Company must consummate its initial Business Combination from March
29, 2023 to December 29, 2023, subject to the approval of the Board of Directors of the Company, provided the sponsor or its designees
deposit into the trust account an amount equal to $0.0378 per share for each public share or $191,666, prior to the commencement of each
extension period (the “Extension”). The Company filed the Charter Amendment with the Office of the Secretary of State of
Delaware on March 28, 2023. At the Meeting, the Company’s stockholders approved the Charter Amendment extending the date by which
the Company must consummate the initial Business Combination from March 29, 2023 to December 29, 2023, (or such earlier date as determined
by the Company’s Board of Directors) (the “Extension Amendment Proposal”). Stockholders holding 5,289,280 shares of
common stock exercised their right to redeem their shares for cash at an approximate price of $10.33 per share of the funds in the Trust
Account. As a result, approximately $54,675,740 were removed from the Trust Account to pay such holders.
Following
the redemption, the Company’s remaining shares of Class A common stock outstanding were 5,060,720. The Sponsor has continued to
make monthly deposits into the Trust Account of $191,666 for five of the nine monthly extensions, from March 29, 2023 until August 29,
2023.
The
Company also made an amendment to the Company’s investment management trust agreement (the “Trust Agreement”), dated
as of December 23, 2021, by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to extend
the business combination period from March 29, 2023 to December 29, 2023, and updating certain defined terms in the Trust Agreement (the
“First Amendment to the Trust Agreement”).
The
holders of the Founders Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails
to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in
or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the
Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to
their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination
within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will
be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value
of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).
In
order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims
by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed
entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.15 per Public Share or (ii) such
lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.15
per public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn
to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account
and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an
executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability
for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account
due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered
accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the
Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Merger
Agreement
On
April 25, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the
Company, Arogo Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Arogo (“Merger Sub”), Eon Reality,
Inc., a California corporation (“EON”), Koo Dom Investment, LLC, in its capacity as (“Purchaser Representative”),
and EON, in its capacity as (“Seller Representative”).
Pursuant
to the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement (the “Closing”),
Merger Sub will merge with and into EON, with EON continuing as the surviving corporation (the “Surviving Corporation”).
As
consideration for the Merger, the holders of EON securities collectively shall be entitled to receive from Arogo, in the aggregate, a
number of the Company securities with an aggregate value equal to (the “Merger Consideration”) (a) Five Hundred and
Fifty Million U.S. Dollars ($550,000,000) minus (b) the amount of Closing Net Indebtedness (the total portion of the Merger Consideration
amount payable to all EON Stockholders in accordance with the Merger Agreement is also referred to herein as the “Stockholder
Merger Consideration”). Additionally, the Company shall make available to EON (x) up to $105,052,500 Million U.S. Dollars for
working capital use and general corporate purposes, assuming no redemptions (the “Primary Capital”) and (y) the proceeds
from any PIPE Investment, any other alternative PIPE Investment and any other Private Placements, subject to the Closing conditions.
The closing of a PIPE investment is not a condition to closing of the Merger Agreement. There is no minimum cash condition to the closing
of the Merger Agreement.
Liquidity
and Management’s Plan
As
of June 30, 2023 and December 31, 2022 the Company had cash of $15,147 and $52,989 respectively and working capital deficit of $1,674,015
and a working capital surplus $758,420 respectively. In connection with the Company’s assessment of going concern considerations
in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s
Ability to Continue as a Going Concern,” management has determined that given the liquidity condition and the date for mandatory
liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern. Accordingly, the Company
plan to consummate a Business Combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts
of assets or liabilities should the Company be required to liquidate.
Risks
and Uncertainties
Management
is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could
have a negative effect on the Company’s financial position, results of its operations, close of the Proposed Public Offering and/or
search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying audited balance sheet is presented in conformity with accounting principles generally accepted in the United States of America
(“US GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic
reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which
is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used.
Use
of Estimates
The
preparation of the balance sheet in conformity with US GAAP requires the Company’s management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance
sheet.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had cash of $15,147 and $52,989 for June 30, 2023 and December 31, 2022, respectively and no cash equivalents as of June
30, 2023 and December 31, 2022.
Cash
held in Trust Account
At
June 30, 2023 and December 31, 2022 the Company had $53,520,228 and $105,941,664 in cash held in the Trust Account, respectively.
Offering
Costs associated with the Initial Public Offering
The
Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff
Accounting Bulletin (“SAB”) Topic 5A, “Expenses of Offering.” Offering costs of $832,039 consisted principally
of costs incurred in connection with preparation for the Initial Public Offering. These offering costs, together with the underwriter
fees of $5,433,750 (or $1,811,250 (gross of a discount of $400,000) paid in cash upon the closing of the Initial Public Offering and
a deferred fee of $3,622,500) and the fair value of the 25,875 shares of Class A common stock issued to the underwriter of $258,750,
were charged to stockholders’ equity upon completion of the Initial Public Offering.
Class
A common stock subject to possible redemption
The
Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing
Liabilities from Equity”. Common stock subject to mandatory redemption are classified as a liability instrument and are measured
at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the
control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)
is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s
Class A common stock features certain redemption rights that are considered by the Company to be outside of the Company’s
control and subject to the occurrence of uncertain future events. Accordingly, at June 30, 2023 and December 31, 2022 the 10,350,000
shares of Class A common stock subject to possible redemption in the amount of $53,520,228 and $105,941,664 is presented as temporary
equity, outside of the stockholders’ deficit section of the Company’s balance sheet, respectively.
Income
Taxes
The
Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized.
ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by taxing authorities. The Company’s management determined the United States is the Company’s
only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income
tax expense. There were no unrecognized tax benefits as of June 30, 2023 and December 31, 2022 and no amounts accrued
for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments,
accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since
inception.
Income
taxes was accrued for $0 for the six months ended June 30, 2023 and the income tax payable for December 31, 2022 was $165,799.
Class
A Common Stock Subject to Possible Redemption
The
Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)
Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) is classified as a liability
instrument and is measured at fair value. Conditionally redeemable shares of common stock (including shares of common stock that feature
redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not
solely within the Company’s control) is classified as temporary equity. At all other times, shares are classified as stockholders’
equity. The Company’s Class A Common Stock features certain redemption rights that are considered to be outside of the Company’s
control and subject to occurrence of uncertain future events, and is therefore classified as temporary equity on condensed consolidated
balance sheet.
If
it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption
value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable,
if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur
and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected
to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings,
or in absence of retained earnings, additional paid-in capital).
As
of June 30, 2023 and December 31, 2022, there are 50,60,720 and 10,350,000 Class A Common Stocks subject to possible redemption.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account
and the management believes the Company is not exposed to significant risks on such account.
Fair
Value of Financial Instruments
Fair
value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction
between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
|
● |
Level 1, defined as observable
inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
|
● |
Level 2, defined as inputs
other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments
in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
|
● |
Level 3, defined as unobservable
inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations
derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Derivative
Financial Instruments
The
Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that
are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued
at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments,
including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion
of the instrument could be required within 12 months of the balance sheet date. The Company did not have derivative instruments as of
June 30, 2023 and December 31, 2022.
Recent
Accounting Standards
Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the Company’s balance sheet.
NOTE
3 — INITIAL PUBLIC OFFERING
Pursuant
to the Initial Public Offering, the Company sold 9,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class
A common stock and one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one
share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). On December 29, 2021, the underwriters
exercised the over-allotment option by purchasing 1,350,000 additional units, generating $13,500,000.
NOTE
4 — PRIVATE PLACEMENTS
The
Sponsor purchased an aggregate of 466,150 Private Placement Units at a price of $10.00 per Private Placement Unit generating an aggregate
of $4,661,500 from the Company in private placements that occurred simultaneously with the closing of the Initial Public Offering. Each
Private Placement Unit is comprised of one Class A share and one warrant. Each Private Placement Warrant is exercisable to purchase one
share of Common stock at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement
Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business
Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be
used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will
expire worthless. The Private Placement Units (including Class A Common stock issuable upon exercise of the Private Placement Warrants)
will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain
exceptions.
NOTE
5 — RELATED PARTIES
Founder
Shares
On
June 30, 2021, the Sponsor received 2,875,000 of the Company’s Class B common stock (the “Founder Shares”) for $25,000
to be paid at a later date. On October 11, 2021, the sponsor surrendered and forfeited 287,500 Founder Shares for no consideration, following
which the Sponsor holds 2,587,500 Founder Shares. All share amounts have been retroactively restated to reflect this surrender. So that
the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding shares
of common stock after the Initial Public Offering.
The
holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until
the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x)
if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period following the consummation
of a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar
transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities
or other property.
Promissory
Note — Related Party
On
October 26, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which
the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the
earlier of (i) February 28, 2022 or (ii) the consummation of the Proposed Public Offering. As of June 30, 2023 and December 31, 2022,
there was no amount outstanding under the Promissory Note.
Advances
from Related Parties
Affiliates
of the Sponsor advanced $1,000 to the Company for working capital. These advances are due on demand and are non-interest bearing. For
the period from June 9, 2021 (inception) through June 30, 2023, the related parties paid $67,198 on behalf of the Company. As of June
30, 2023 and December 31, 2022, there was $67,198 due to the related parties.
General
and Administrative Services
Commencing
on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $10,000 per month for office
space, utilities and secretarial and administrative support for up to 21 months. Upon completion of the Initial Business Combination
or the Company’s liquidation, the Company will cease paying these monthly fees.
Related
Party Loans
In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of
a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion
of a Business Combination into units at a price of $10.00 per unit. Such units would be identical to the Private Placement Units. In
the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay
the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of June 30,
2023 and December 31, 2022, there were $140,000 and $0 outstanding under the Working Capital Loans.
NOTE
6 — COMMITMENTS AND CONTINGENCIES
Registration
Rights
The
holders of the Founder Shares, Private Placement Units and warrants that may be issued upon conversion of Working Capital Loans (and
any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working
Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement
to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale
(in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be
entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition,
the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion
of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities
Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or
cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions.
The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting
Agreement
The
Company granted the underwriters a 45-day option from the date of Proposed Public Offering to purchase up to 1,350,000 additional Units
to cover over-allotments, if any, at the Proposed Public Offering price less the underwriting discounts and commissions. The underwriters
exercised this option simultaneously with close of the Initial Public Offering.
The
underwriters were paid a cash underwriting discount of $0.175 per Unit, or $1,811,250 (gross of a discount of $400,000), upon the closing
of the Proposed Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $3,622,500. The deferred
fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes
a Business Combination, subject to the terms of the underwriting agreement.
The
underwriters also received to 25,875 shares of Class A common stock upon the consummation of the IPO. The fair value of the shares issued
to the underwriter was $258,750.
NOTE
7 — STOCKHOLDER’S EQUITY
Preferred
Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As
of June 30, 2023 and December 31, 2022 there were no shares of preferred stock issued or outstanding.
Class
A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001
per share. Holders of Class A common stock are entitled to one vote for each share. As of June 30, 2023 and December 31 2022, there were
492,025 shares of Class A common stock issued and outstanding exclude shares subject to redemption. As of June 30, 2023 and December
31, 2022 there were 5,060,720 and 10,350,000 shares of Class A common stock that were classified as temporary equity in the accompanying
balance sheet respectively.
Class
B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001
per share. Holders of Class B common stock are entitled to one vote for each share. As of June 30, 2023 and December 31, 2022, there
were 2,587,500 shares of Class B common stock issued and outstanding.
Only
holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders
of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of
our shareholders except as otherwise required by law. In connection with our initial business combination, we may enter into a stockholders
agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance
arrangements that differ from those in effect upon completion of the IPO.
The
shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier
at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock,
or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Proposed Public Offering and related
to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common
stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment
with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of
all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all
shares of common stock outstanding upon the completion of Proposed Public Offering plus all shares of Class A common stock and equity-linked
securities issued or deemed issued in connection with a Business Combination (net of the number of shares of Class A common stock redeemed
in connection with a Business Combination), excluding any shares or equity-linked securities issued or issuable to any seller of an interest
in the target to us in a Business Combination.
Warrants
— Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation
of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion
of a Business Combination and (b) 12 months from the closing of the Proposed Public Offering. The Public Warrants will expire five years
after the completion of a Business Combination or earlier upon redemption or liquidation.
The
Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class
A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A
common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from
registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue
any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified
under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.
The
Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination,
the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have
declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the
warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed.
Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities
exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the
Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to
file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares
under applicable blue sky laws to the extent an exemption is not available.
Redemption
of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 — Once the warrants become exercisable,
the Company may redeem the outstanding Public Warrants:
|
● |
in whole and not in part; |
|
● |
at a price of $0.01 per
Public Warrant; |
|
● |
upon a minimum of 30 days’
prior written notice of redemption, or the 30-day redemption period to each warrant holder; and |
|
● |
if, and only if, the last
reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends,
reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading
day prior to the date on which the Company sends the notice of redemption to warrant holders. |
If
and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register
or qualify the underlying securities for sale under all applicable state securities laws.
If
the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that
wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise
price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in
the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as
described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally,
in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination
within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive
any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held
outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
The
Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering.
NOTE
8 — SUBSEQUENT EVENTS
The
Company evaluated subsequent events and transactions that occurred after the balance sheet date. Based upon this review, the Company did
not identify any subsequent events that would have required adjustment to or disclosure in the financial statements.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References
to the “Company,” “us,” “our” or “we” refer to Arogo Capital Acquisition Corp. The following
discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial
statements and related notes included herein.
Overview
We
are a blank check company incorporated in June 2021 as a Delaware corporation whose business purpose is to effect a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer
to as our initial business combination.
Our
Sponsor is Koo Dom Investment LLC, a Delaware limited liability company. The registration statement for our initial public offering was
declared effective on December 23, 2021. On December 29, 2021, we consummated our initial public offering of 10,350,000 units at $10.00
per unit, with each unit consisting of one Class A ordinary share and one redeemable warrant, with each warrant entitling the holder
thereof to purchase one Class A ordinary share at a price of $11.50 per share.
On
December 29, 2021, simultaneously with the consummation of the Offering, the Company consummated the private placement of an aggregate
of 466,150 Units (the “Private Placement Units”) to Koo Dom Investment LLC, our sponsor, at a price of $10.00 per Private
Placement Unit, generating total gross proceeds of $4,661,500 (the “Private Placement”).
Following
the closing of the initial public offering on December 29, 2021, $105,052,500 ($10.15 per unit) from the net proceeds of the sale of
the units in the initial public offering and the private placement was deposited into a trust account, invested in United States “government
securities” within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 180 days or less or in money
market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.
government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to
us to pay our income or other tax obligations as described in the initial public offering, the proceeds will not be released from the
trust account until the earlier of the completion of a business combination or the redemption of 100% of the outstanding public shares
if we have not completed a business combination within the time required time period.
We
have until December 29, 2023 to complete the initial business combination. If we are unable to complete our initial business combination
within such 24-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released
to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public
shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in the case of clauses
(ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we
fail to complete our initial business combination within the 12-month period (or up to 21-month time period).
Charter
Amendment Regarding Extension and Share Redemptions
On
March 24, 2023, the Company held a Special Meeting of Stockholders (the “Meeting”). At the Meeting, the Company’s stockholders
approved the Charter Amendment, which extends the date by which the Company must consummate its initial Business Combination from March
29, 2023 to December 29, 2023, subject to the approval of the Board of Directors of the Company, provided the sponsor or its designees
deposit into the trust account an amount equal to $0.0378 per share for each public share or $191,666, prior to the commencement of each
extension period (the “Extension”). The Company filed the Charter Amendment with the Office of the Secretary of State of
Delaware on March 28, 2023. At the Meeting, the Company’s stockholders approved the Charter Amendment extending the date by which
the Company must consummate the initial Business Combination from March 29, 2023 to December 29, 2023, (or such earlier date as determined
by the Company’s Board of Directors) (the “Extension Amendment Proposal”). Stockholders holding 5,289,280 shares of
common stock exercised their right to redeem their shares for cash at an approximate price of $10.33 per share of the funds in the Trust
Account. As a result, approximately $54,675,740 were removed from the Trust Account to pay such holders.
Following
the redemption, the Company’s remaining shares of Class A common stock outstanding were 5,060,720. The Sponsor has continued to
make monthly deposits into the Trust Account of $191,666 for five of the nine monthly extensions, from March 29, 2023 until August 29,
2023.
The
Company also made an amendment to the Company’s investment management trust agreement (the “Trust Agreement”), dated
as of December 23, 2021, by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to extend
the business combination period from March 29, 2023 to December 29, 2023, and updating certain defined terms in the Trust Agreement (the
“First Amendment to the Trust Agreement”).
Proposed
Business Combination
On
April 25, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Arogo, Arogo
Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Arogo (“Merger Sub”), Eon Reality, Inc., a California
corporation (“EON”), Koo Dom Investment, LLC, in its capacity as (“Purchaser Representative”), and EON, in its
capacity as (“Seller Representative”). On October 6, 2022, the parties to the Merger Agreement entered into that certain
First Amendment to the Agreement and Plan of Merger (the “Amendment”). The Business Combination agreement and related agreements
are further described in the Company’s Current Report on Form 8-K filed with the SEC on April 26, 2022, and on October 7, 2022.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise
capital or to complete the proposed Business Combination will be successful.
Pursuant
to the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), Merger
Sub will merge with and into EON, with EON continuing as the surviving corporation (the “Surviving Corporation”).
Merger
Consideration
As
consideration for the Merger, the holders of EON securities collectively shall be entitled to receive from Arogo, in the aggregate, a
number of Arogo securities with an aggregate value equal to (the “Merger Consideration”) (a) Five Hundred and Fifty Million
U.S. Dollars ($550,000,000) minus (b) the amount of Closing Net Indebtedness (the total portion of the Merger Consideration amount payable
to all EON Stockholders in accordance with the Merger Agreement is also referred to herein as the “Stockholder Merger Consideration”).
Additionally, the Company shall make available to EON (x) up to $105,052,500 Million U.S. Dollars for working capital use and general
corporate purposes, assuming no redemptions (the “Primary Capital”) and (y) the proceeds from any PIPE Investment, any other
alternative PIPE Investment and any other Private Placements, subject to the Closing conditions. The closing of a PIPE investment is
not a condition to closing of the Merger Agreement. There is no minimum cash condition to the closing of the Merger Agreement.
The
Merger Consideration otherwise payable to EON stockholders is subject to the withholding of a number of shares of Arogo common stock
equal to three percent (3.0%) of the Merger Consideration (the “Escrow Shares”) to be placed in escrow for post-closing adjustments
(if any) to the Merger Consideration (the “Escrow Amount”), after the Closing, based on confirmed amounts of the Closing
Net Indebtedness of EON as of the Closing Date. If the adjustment is a negative adjustment in favor of Arogo, the escrow agent shall
distribute to Arogo a number of Escrow Shares of Arogo common stock with a value equal to the adjustment amount divided by the redemption
price. If the adjustment is a positive adjustment in favor of EON, Arogo will issue to the EON stockholders an additional number of Escrow
Shares of Arogo common stock with a value equal to the adjustment amount divided by the redemption price.
Related
Agreements
Lock-Up
Agreement
Simultaneously
with the Closing, certain significant stockholders of EON will enter into lock-up agreements (the “Lock-up Agreements”) providing
for a lock-up period commencing on the Closing Date and ending 12 months after such date on the Restricted Shares to be held by the Company
Securities Holders (such period, the “Lock-Up Period” which may be extended from time to time by the Company).
Non-Competition
and Non-Solicitation Agreement
Simultaneously
with the Closing, certain significant stockholders of EON entered into non-competition and non-solicitation agreements (the “Non-Competition
Agreements”), pursuant to which they agreed not to compete with Arogo, EON and their respective subsidiaries during the five-year
period following the Closing and, during such five-year restricted period, not to solicit employees or customers or clients of such entities.
The agreements also contain customary non-disparagement and confidentiality provisions.
Registration
Rights Agreement
At
the Closing, certain investors of Arogo will enter into a registration rights agreement with Arogo providing for the right up to three
(3) demand registrations, piggy-back registrations, and short-form registrations with respect to the Merger Consideration shares.
Purchaser
Support Agreement
In
connection with entry into the Merger Agreement, Arogo, Purchaser Representative, and EON entered into a Purchaser Support Agreement
pursuant to which the Purchaser Representative has agreed to vote its Company securities in favor of the approval of the Merger Agreement
and the Business Combination and to take other customary actions to cause the Business Combination to occur.
Restrictive
Covenant Agreement
Arogo,
Purchaser Representative and certain of their respective stockholders (“Purchaser Parties”) have entered into a Restrictive
Covenant Agreement with EON and its affiliates for a period commencing on the Closing Date and ending on the fifth (5th) anniversary
thereof (the “Restrictive Period”), wherein the Purchaser Parties shall not, without the prior written consent of Seller
Representative, directly or indirectly own any interest in, manage, control, participate in, consult with, render services for or be
or become engaged or involved in any Restricted Business subject to certain exceptions more fully described in the exhibit herein.
Voting
Agreement
In
connection with entry into the Merger Agreement, EON entered into Voting Agreements with certain significant stockholders of EON holding
approximately 5% or more of the outstanding shares of EON (the “EON Stockholders”) pursuant to which the EON Stockholders
have agreed to vote their securities in favor of the approval of the Merger Agreement and the Business Combination and to take other
customary actions to cause the Business Combination to occur.
Arogo
2022 Equity Incentive Plan
At
the Closing, the Arogo 2022 Equity Incentive Plan (the “2022 Equity Incentive Plan”) will provide for the grant of equity
incentives up to a maximum of 10% of the shares of the Class A Common Stock outstanding at the time of effectiveness of the 2022 Equity
Incentive Plan to the directors, officers, employees, consultants and advisors of Arogo.
For
more information about the Merger Agreement, see our Current Report on Form 8-K filed with the SEC on April 26, 2022, and the prospectus/proxy
statement included in a Registration Statement on Form S-4 that we filed with the SEC relating to the proposed Merger Agreement on October
7, 2022. Unless specifically stated, this Quarterly Report on Form 10-Q does not give effect to the proposed Merger Agreement and does
not contain the risks associated with the proposed Merger Agreement. Such risks and effects relating to the proposed Merger Agreement
are included in the preliminary prospectus/proxy statement included in a Registration Statement on Form S-4, as amended, and filed with
the SEC on February 13, 2023.
Registration
Statement on Form S-4
The
Company filed a Registration Statement on Form S-4 with the SEC on October 7, 2022, to register the issuance of the Company Common Stock
that will be issued at the consummation of the Business Combination, the warrants exercisable for Company Common Stock that will result
from the amendment of the Company’s public warrants at the consummation of the Business Combination and the Company Common Stock
issuable upon exercise of such warrants. The Company filed an Amendment No. 1 thereto on February 13, 2023. We use the term “Arogo
Form S-4” to refer to the original registration statement as amended by the first amendment and as it may be subsequently further
amended.
Results
of Operations
As
of June 30, 2023, we have neither engaged in any operations nor generated any revenues. All activity for the period from June 9, 2021
(inception) through June 30, 2023, relates to our formation and the initial public offering. We will not generate any operating revenues
until after the completion of our initial business combination, at the earliest. We will generate non-operating income in the form of
interest income on cash and cash equivalents from the proceeds derived from the initial public offering.
For
the period from June 9, 2021 (inception) through June 30, 2023, we had a net income of $563,743, which was resulted entirely from formation
and operating costs.
Liquidity
and Capital Resources
On
December 29, 2021, we consummated our initial public offering of 10,350,000 units at a price of $10.00 per unit, at $10.00 per unit,
generating gross proceeds of $103.5 million. Simultaneously with the closing of our initial public offering, we consummated the private
placement of an aggregate of 466,150 Units to Koo Dom Investment LLC, at a price of $10.00 per Private Placement Unit, generating total
gross proceeds of $4,661,500.
The
net cash used in operating activities for the six-month period ended June 30, 2023, was $630,958.
As
of June 30, 2023, we had investments of $53,520,228 held in the Trust Accounts. We intend
to use substantially all of the funds held in the Trust Accounts, including any amounts representing interest earned on the Trust Accounts
(less taxes paid and deferred underwriting commissions) to complete our initial business combination. We may withdraw interest to pay
taxes. During the period ended June 30, 2023, we did not withdraw any interest earned on the Trust Accounts. To the extent that our capital
stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held
in the Trust Accounts will be used as working capital to finance the operations of the target business or businesses, make other acquisitions
and pursue our growth strategies.
As
of June 30, 2023, we had cash of $15,147 outside of the Trust Accounts. We intend to use
the funds held outside the Trust Accounts primarily to complete our initial business combination.
In
order to fund working capital deficiencies or finance transaction costs in connection with our initial business combination, our Sponsor
or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.
If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination
does not close, we may use a portion of the working capital held outside the Trust Accounts to repay such loaned amounts but no proceeds
from our Trust Accounts would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units, at a price of
$10.00 per unit at the option of the lender, upon consummation of our initial business combination. The units would be identical to the
placement units.
We
do not believe we will need to raise additional funds following the IPO in order to meet the expenditures required for operating our
business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating
an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate
our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial
business combination or because we become obligated to redeem a significant number of our public shares upon completion of our initial
business combination, in which case we may issue additional securities or incur debt in connection with such business combination. In
addition, we intend to target businesses larger than we could acquire with the net proceeds of the IPO and the sale of the placement
units and may as a result be required to seek additional financing to complete such proposed initial business combination. Subject to
compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business
combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we
will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash
on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
If
our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination
are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business
Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated
to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional
securities or incur debt in connection with such Business Combination.
In
connection with our assessment of going concern considerations in accordance with FASB ASU 2014-15, “Disclosures of Uncertainties
about an Entity’s ability to Continue as a Going Concern,” we have determined that if we are unable to raise additional funds
to alleviate liquidity needs as well as complete a Business Combination by August 29, 2023, (or until December 29, 2023 if we choose
to extend) then we will cease all operations except for the purpose of liquidating. The liquidity condition and the date for mandatory
liquidation and subsequent dissolution raises substantial doubt about our ability to continue as a going concern. We plan to consummate
a Business Combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities
should we be required to liquidate after August 29, 2023 (or December 29, 2023).
Extension
Payment Deposit
On
March 29, 2023, April 25, 2023, May 29, 2023, June 26, 2023, and July 25, 2023, the Company caused to be deposited the $191,666 into
the Company’s Trust account for its public stockholders, allowing the Company to extend the period of time it has to consummate
its initial business combination by five months from March 29, 2023 to August 29, 2023. On April 25, 2023, it caused to be deposited
$191,666 into the Company’s Trust account for its public stockholders, representing $0.0378 per public share, allowing the Company
to extend the period of time it has to consummate its initial business combination by one month from April 29, 2023 to May 29, 2023 (the
“Extension”). The July 25, 2023 deposit extension is the fifth of the nine-monthly extensions permitted under the Company’s
governing documents.
Off-Balance
Sheet Financing Arrangements
We
have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions
that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which
would have been established for the purpose of facilitating off-balance sheet arrangements.
We
have not entered any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments
of other entities, or entered any non-financial assets.
Contractual
Obligations
We
do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement
to pay an affiliate of our Sponsor a monthly fee of $10,000 for office space, utilities, out of pocket expenses, and secretarial and
administrative support. We began incurring these fees on December 29, 2021 and will continue to incur these fees monthly until the earlier
of the completion of the business combination or our liquidation.
The
underwriters are entitled to a deferred fee of $3,622,500. The deferred fee will become payable to the underwriters from the amounts
held in the trust account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
Through
June 30, 2023, we were not subject to any market or interest rate risk. The net proceeds held in the Trust Account have been invested
in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less, or in certain money market funds that invest solely
in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest
rate risk.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
Disclosure
controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded,
processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons
performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Under
the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (together,
the “Certifying Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers
concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Report.
We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.
Changes
in Internal Control over Financial Reporting
During
the most recently completed fiscal quarter ended June 30, 2023, there was no change in our internal control over financial reporting
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings
None.
Item
1A. Risk Factors
As
a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by
this Item. Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks
described in our Registration Statement filed with the SEC on February 14, 2023. Any of these factors could result in a significant or
material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that
we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report on Form 10-Q,
except as set forth below, there have been no material changes to the risk factors disclosed in our Registration Statement filed with
the SEC on February 14, 2023, our Annual Report on Form 10-K for the year ended December 31, 2021 and December 31, 2022. We may disclose
changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Unstable
market and economic conditions and adverse developments with respect to financial institutions and associated liquidity risk may have
serious adverse consequences on our business, financial condition and stock price.
The
global credit and financial markets have recently experienced extreme volatility and disruptions, including severely diminished liquidity
and credit availability, declines in consumer confidence, declines in economic growth, inflationary pressure and interest rate changes,
increases in unemployment rates and uncertainty about economic stability. More recently, the closures of Silicon Valley Bank and Signature
Bank and their placement into receivership with the Federal Deposit Insurance Corporation (“FDIC”) created bank-specific
and broader financial institution liquidity risk and concerns. Although the Department of the Treasury, the Federal Reserve, and the FDIC jointly
confirmed that depositors at SVB and Signature Bank would continue to have access to their funds, even those in excess of the standard FDIC insurance
limits, under a systemic risk exception, future adverse developments with respect to specific financial institutions or the broader financial
services industry may lead to market-wide liquidity shortages, impair the ability of companies to access near-term working capital needs,
and create additional market and economic uncertainty. There can be no assurance that future credit and financial market instability
and a deterioration in confidence in economic conditions will not occur. Our general business strategy may be adversely affected by any
such economic downturn, liquidity shortages, volatile business environment or continued unpredictable and unstable market conditions.
If the equity and credit markets deteriorate, or if adverse developments are experienced by financial institutions, it may cause short-term
liquidity risk and also make any necessary debt or equity financing more difficult, more costly and more dilutive. Failure to secure
any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial
performance and stock price and could require us to delay or abandon our business plans. In addition, there is a risk that one or more
of our financial institutions or other third parties with whom we do business may be adversely affected by the foregoing risks, which
may have an adverse effect on our business.
A
new 1% U.S. federal excise tax could be imposed on us in connection with future redemptions by us of the Public Shares.
On
August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for,
among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic
corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing
corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair
market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing
corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases
during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury has been given
authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the purpose of the excise tax
legislation. The IR Act applies only to repurchases that occur after December 31, 2022. It is unclear at this time how and to what extent
it will apply to future redemptions of the Public Shares.
Item
2. Unregistered Sale of Equity Securities and Use of Proceeds.
Unregistered
Sales of Equity Securities
On
December 29, 2021, we completed our initial public offering (the “Offering”) of 10,350,000 units (“Units”), including
the issuance of 1,350,000 Units as a result of the underwriter’s full exercise of its over-allotment option. Each Unit consists
of one share of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one redeemable warrant (“Warrant”),
each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock at an exercise price of $11.50 per share,
subject to adjustment, pursuant to the Company’s registration statement on Form S-1 (File Nos. 333-259338). The Units were sold
at an offering price of $10.00 per Unit, generating gross proceeds of $103,500,000.
On
December 29, 2021, simultaneously with the consummation of the Offering, the Company completed a private placement of an aggregate of
466,150 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total gross proceeds
of $4,661,500 (the “Private Placement”). A total of $105,052,500, comprised of the proceeds from the Offering and the proceeds
of the Private Placement, net of the underwriting commissions, discounts, and offering expenses, was deposited in a trust account established
for the benefit of the Company’s public stockholders.
Use
of Proceeds from the Public Offering
On
February 11, 2022, the Class A ordinary shares and Public Warrants included in the Units began separate trading.
Transaction
costs amounted to $6,524,539 consisting of $1,811,250 of underwriting fees, $3,622,500 of deferred underwriting fees and $1,090,789 of
other offering costs. As of June 30, 2023, we had cash of $15,147 held outside of the trust account established in connection with our
initial public offering, and available for working capital purposes.
For
a description of the use of the proceeds generated in the Initial Public Offering, see Part 1, Item 2 of this Quarterly Report.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
Applicable
Item
5. Other Information
None.
Item
6. Exhibits
The
following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
AROGO CAPITAL ACQUISITION CORP. |
|
|
|
Date: August 21, 2023 |
By: |
/s/ Suradech
Taweesaengsakulthai |
|
|
Suradech Taweesaengsakulthai |
|
|
Chief Executive Officer |
Date: August 21, 2023 |
By: |
/s/
Suthee Chivaphongse |
|
|
Suthee
Chivaphongse
Chief
Financial Officer |
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1. I have reviewed this quarterly report on Form
10-Q of Arogo Capital Acquisition Corp.;
2. Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the condensed consolidated
financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s)
and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information
relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is
being prepared; and
b) (Paragraph omitted pursuant to SEC
Release Nos. 33-8238/34-47986 and 33-8392/34-49313);
c) Evaluated the effectiveness of the
registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change
in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter
(the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s)
and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and
material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect
the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material,
that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
1. I have reviewed this quarterly report on Form
10-Q of Arogo Capital Acquisition Corp.;
2. Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the condensed consolidated
financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s)
and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information
relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is
being prepared; and
b) (Paragraph omitted pursuant to SEC
Release Nos. 33-8238/34-47986 and 33-8392/34-49313);
c) Evaluated the effectiveness of the
registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change
in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter
(the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s)
and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and
material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect
the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material,
that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
In connection with the Quarterly Report of Arogo
Capital Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the
Securities and Exchange Commission (the “Report”), I, Suradech Taweesaengsakulthai, Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
In connection with the Quarterly Report of Arogo
Capital Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the
Securities and Exchange Commission (the “Report”), I, Suthee Chivaphongse, Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that: