Quarterly Report for Quarter Ending March 31, 2025 (Form 10-Q)

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 Singto, LLC, f/k/a 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 common stock and one redeemable warrant, with each warrant entitling the holder thereof to purchase one Class A common stock 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 Singto, LLC, f/k/a 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 June 29, 2026, to complete the initial business combination. If we are unable to complete our initial business combination within such 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 by June 29, 2024.

Recent Developments

On January 9, 2024, the Company received a letter (the "MVLS Deficiency Notice") from the listing qualifications department staff (the "Staff") of The Nasdaq Stock Market ("Nasdaq") notifying the Company that from November 13, 2023 to January 9, 2024, the Company's Market Value of Listed Securities ("MVLS") was below the minimum of $50 million required for continued listing on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the "MVLS Requirement").

On July 31, 2024, the Company received a written notice from the Staff of the Nasdaq indicating that, unless the Company timely requests a hearing before the Nasdaq Hearing Panel (the "Panel"), the Company's securities would be subject to suspension and delisting from the Nasdaq Global Market at the opening of business on August 7, 2024 due to the Company's non-compliance with: (a) Nasdaq Listing Rule 5450(b)(2)(A), requiring the Company to maintain a Market Value of Listed Securities of at least $50 million, and (b) Nasdaq Listing Rule 5450(a)(2), which requires the Company to have at least 400 total holders, as additional basis for delisting the Company's securities from Nasdaq.

The Company paid the required $20,000 fee and on August 6, 2024, submitted its timely request for a hearing before the Panel to request additional time to regain compliance with Nasdaq's listing requirements and to complete a business combination.

On September 12, 2024, during the scheduled hearing, the Company described its ongoing efforts to regain compliance with the Nasdaq Listing Requirements, and notified the Panel that the Company intended to apply for listing of its securities on OTCQB operated on the OTC Market systems.

On September 13, 2024, the Company received a letter (the "Nasdaq Delisting Notice") from Nasdaq stating that the Panel has rejected the Company's request to continue its listing on Nasdaq and determined to delist the Company's securities. The Nasdaq Delisting Notice stated that Nasdaq would suspend the trading of the Company's listed securities (the "Securities") at the open of trading on September 17, 2024. The Company had 15 days after the date of the Nasdaq Delisting Notice to request that the Panel review the decision, or the Nasdaq Listing and Hearing Review Council may, on its own motion, determine to review the Panel's decision within 45 calendar days after the Nasdaq Delisting Notice. In connection with the Nasdaq Delisting Notice, Nasdaq will complete the delisting by filing a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities and Exchange Act of 1934 on Form 25 with the Commission after the applicable Nasdaq review and appeal periods have lapsed.

The Company applied to have its Securities quoted on the OTCQB Market on the OTC Markets Group platform. On September 17, 2024, the Company's Class A Common Stock, $0.0001 par value per share ("Common Stock"), Units consisting of one share of Class A Common Stock and one Redeemable Warrant (the "Units") and redeemable warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share (the "Warrants"), began trading on the OTC Pink Market at the open of trading, under the Company's Securities' current trading symbols "AOGO," "AGOU" and "AOGOW" respectively. The Company intends to continue to make all required SEC filings, including those on Forms 10-K, 10-Q and 8-K, and will remain subject to all SEC rules and regulations applicable to reporting companies under the Securities Exchange Act of 1934. The Company plans to continue to maintain compliance with all Nasdaq corporate governance requirements notwithstanding the trading suspension and move to the OTC Markets Group platform, and to provide annual financial statements audited by a Public Company Accounting Oversight Board auditor and unaudited interim financial reports, prepared in accordance with GAAP.

Charter Amendment Regarding the Optional Conversion Amendment

On July 5, 2024, the Company held a special meeting of stockholders (the "Special Meeting"), in which the stockholders approved the Optional Conversion Amendment Proposal (defined below) to amend the Company's amended and restated certificate of incorporation, as further amended on March 28, 2023 and September 28, 2023 (the "Charter"), and authorized the Company to file the Third Amendment to the Company's Charter with the Secretary of State of Delaware (the "Third Amendment"). Following approval of the Optional Conversion Amendment Proposal by the stockholders, the Company filed the Third Amendment with the Secretary of State of Delaware.

At the Special Meeting, the Company's stockholders approved the proposal to amend the Company's Charter to provide for the right of a holder of Class B Common Stock, par value $0.0001 per share, of the Company ("Class B Common Stock"), to convert such Class B Common Stock into Class A Common Stock on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder (the "Optional Conversion Amendment" and such proposal, the "Optional Conversion Amendment Proposal. The Optional Conversion Amendment Proposal was approved by 3,126,767 stockholders, 0 stockholders voted against and 0 stockholders abstained to vote.

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").

On September 21, 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 December 29, 2023 to December 29, 2024, 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 $40,000, 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 September 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 December 29, 2023 to December 29, 2024, (or such earlier date as determined by the Company's Board of Directors) (the "Extension Amendment Proposal"). Stockholders holding 3,298,311 shares of common stock exercised their right to redeem their shares for cash at an approximate price of $10.72 per share of the funds in the Trust Account. As a result, approximately $35,448,259 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 1,762,409. The Sponsor has made the monthly deposit into the Trust Account of $40,000 for the monthly extension, from September 29, 2023 through December 29, 2024.

The Company also made an amendment to the Company's investment management trust agreement (the "Trust Agreement"), dated as of December 23, 2021, as amended by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to extend the business combination period from December 29 2023 to December 29, 2024, and updating certain defined terms in the Trust Agreement (the "Second Amendment to the Trust Agreement").

On December 28, 2024, the Company held a special meeting of its stockholders (the "Meeting"). At the Meeting, the Company's stockholders approved the proposal to amend Arogo's amended and restated certificate of incorporation (the as previously amended, "Certificate of Incorporation") to extend the date by which Arogo must consummate its initial business combination from December 29, 2024 to June 29, 2026 (the "Extension Amendment Proposal"). The stockholders also approved the proposal to amend the Certificate of Incorporation to eliminate therefrom the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended) of less than $5,000,001 (the "Redemption Limitation") in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation (the "Redemption Limitation Proposal"). At the Meeting, the Company's stockholders also approved an amendment to the Company's investment management trust agreement (as previously amended, the "Trust Agreement"), dated as of December 23, 2021, by and between the Company and Continental Stock Transfer & Trust Company, to eliminate the payments required under the Trust Agreement and the Company's Certificate of Incorporation for monthly extensions, to extend the date by which the Company must consummate its initial business combination, and to update certain defined terms in the Trust Agreement (the "Trust Agreement Amendment Proposal"). Stockholders holding 1,758,014 shares of common stock exercised their right to redeem their shares for cash at an approximate price of $11.42 per share of the funds in the Trust Account. As a result, approximately $ 20,073,718 were removed from the Trust Account to pay such holders.

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.

Termination of Eon Reality, Inc. Merger Agreement

On April 25, 2022, the Company entered into an Agreement and Plan of Merger with Eon Reality, Inc. ("Eon"), a California corporation. On November 7, 2023, the Company sent EON a termination notice notifying EON that the Company had terminated the Agreement and Plan of Merger and all ancillary agreements, pursuant to Section 8.1 of the Agreement and Plan of Merger, based on breaches by EON of certain covenants contained in the Agreement and Plan of Merger.

Termination of Ayurcann Holdings Business Combination Agreement

On June 25, 2024, the Company entered into a Business Combination Agreement with Ayurcann Holdings Corp. ("Ayurcann"), an Ontario corporation. On November 19, 2024, the Company delivered a termination notice to Ayurcann that Arogo had terminated the Business Combination Agreement and all ancillary documents, in accordance with Section 10.1, of the Business Combination Agreement because Ayurcann failed to deliver Audited Financial Statements and Updated Financial Statements in accordance with Section 8.16 of the Business Combination Agreement and because the Transactions have not been consummated on or prior to the Termination Date. In accordance with Section 10.2 of the Business Combination Agreement, Arogo's Termination Notice included a demand that Ayurcann make a payment of the Company Reimbursement Termination Fee to Arogo. Ayurcann did not respond to the Company's demands. The Company does not intend to pursue litigation to enforce the payment of the Company Reimbursement Termination Fee.

The Tellink Business Combination Agreement

On December 6, 2024, the Company entered into a binding letter of intent (the "LOI") with Bangkok Tellink Co., Ltd., a Thailand-based registered company ("Tellink") in connection with a proposed business combination between Arogo and Tellink. Tellink is a provider of innovative telecommunications and Internet-of-Things solutions. The LOI contained a 45-day exclusivity period, which was extended by the mutual consent of the parties.

On February 14, 2025, the Company entered into an agreement and plan of merger (the "Business Combination Agreement") with BTL Merger (Cayman) Ltd., a to-be-formed Cayman Islands exempted company, and a wholly-owned subsidiary of Tellink upon execution of a joinder thereto ("Merger Sub"), Singto, LLC, a Delaware limited liability company in the capacity as the representative from and after the effective time of the business combination (the "Effective Time") for the stockholders of Purchaser (other than Tellink Security Holders (as defined in the Business Combination Agreement) as of immediately prior to the Effective Time and their successors and assignees) in accordance with the terms and conditions of the Business Combination Agreement (the "Purchaser Representative"), BTL Holdings (Cayman) Limited, upon execution of a joinder agreement to become party to the Business Combination Agreement (a "Joinder"), a to-be-formed Cayman Islands exempted company ("Pubco"), Mr. Nusttanakit Sasianon and Mr Sawin Laosethakul, jointly and solely in their capacity as the representatives from and after the Effective Time for Tellink Shareholders as of immediately prior to the Effective Time in accordance with the terms and conditions of the Business Combination Agreement (the "Seller Representative"), and Bangkok Tellink Co., Ltd., a Thailand-based registered company.

Results of Operations

As of March 31, 2025, we have neither engaged in any operations nor generated any revenues. All activity for the period from June 9, 2021 (inception) through March 31, 2025, relates to our formation and the initial public offering and subsequently, evaluating business combination targets. 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 three months ended March 31, 2025, we had a net loss of $104,395 consisting of formation and operating costs of $171,379 and franchise tax of $30,000 and income tax of $0 offset by investment income earned on cash held in Trust of $96,982 and interest earned in operating account of $2.

By comparison, for the three months ended March 31, 2024, we had a net loss of $188,723 consisting of formation and operating costs of $358,992, franchise taxes of $35,600 and income taxes of $45,261, adjusted by investment income earned on cash held in trust account in the amount of $251,129 and interest earned in operating account of $1.

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 Singto, LLC, f/k/a 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 three months ended March 31, 2025, was $69,260.

As of March 31, 2025, we had cash of $285,779 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 three months ended March 31, 2025, we withdraw $0 interest earned on the Trust Accounts for tax payment. 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 March 31, 2025, we had cash of $52,755 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 funds to us 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 believe we will need to raise additional funds following the IPO in order to meet the expenditures required for operating our business. 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.

Going Concern Consideration

The Company expect to incur significant costs in pursuit of its financing and acquisition plans. 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 if the Company is unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of the Initial Public Offering, the requirement that the Company cease all operations, redeem the Public Shares and thereafter liquidate and dissolve raises substantial doubt about the ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management has determined that the Company will need to raise additional funds to meet the working capital needs of the Company prior to the consummation of an initial business combination. The accompanying unaudited condensed financial statements has been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP"), which contemplate continuation of the Company as a going concern.

Extension Payment Deposit

Following the redemption, the Company's remaining shares of Class A common stock outstanding were 1,762,409. Subsequent to December 28, 2024 redemptions, there are 4,395 publicly held Class A common stocks remain outstanding. The Sponsor has continued to make monthly deposits into the Trust Account of $40,000 for the monthly extensions, from September 29, 2023 through December 29, 2024. On December 28, 2024, the Company held a special meeting of its stockholders (the "Meeting"), at the Meeting, the stockholders also approved an amendment to the investment management trust agreement (as previously amended, the "Trust Agreement"), dated as of December 23, 2021, by and between the Company and Continental Stock Transfer & Trust Company, to eliminate the payments required under the Trust Agreement and the Company's Certificate of Incorporation for monthly extensions, to extend the date by which the Company must consummate the initial business combination, and to update certain defined terms in the Trust Agreement (the "Trust Agreement Amendment Proposal").

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.

Critical Accounting Policies

This management's discussion and analysis of our financial condition and results of operations is based on our unaudited condensed financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The preparation of these unaudited condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our unaudited condensed financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the following critical accounting policies:

Use of Estimates

The preparation of unaudited condensed financial statements in conformity with GAAP requires 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 unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period.

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 unaudited condensed financial statements, 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.

Net Income (Loss) Per Common Stock

Net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock shares outstanding for the period. The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the Initial Public Offering and warrants issued as components of the Private Placement Units (the "Placement Warrants") since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

Net loss per share, basic and diluted, for Class A and Class B non-redeemable common stock is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable common stock shares, by the weighted average number of Class A and Class B non-redeemable common stock shares outstanding for the period. Non-redeemable Class A and Class B common stock shares includes the Founder Shares and non-redeemable common stock shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

Class A Common Stock Subject to Possible Redemption

All of the Class A common stock sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company's liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company's amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A common stock (including shares of Class A 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) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets (stockholders' equity) to be less than $5,000,001. However, the threshold in its charter would not change the nature of the underlying shares as redeemable and thus public shares would be required to be disclosed outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value ($10.15 per share) at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit.