AOGO / Arogo Capital Acquisition Corp. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

Arogo Capital Acquisition Corp.
US ˙ OTCPK ˙ US0426441046

Statistik Asas
CIK 1881741
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Arogo Capital Acquisition Corp.
SEC Filings (Chronological Order)
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July 23, 2025 EX-4.5

Description of Registered Securities.*

Exhibit 4.5 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, as amended (the “Charter”) our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description sum

July 23, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ 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 COR

March 28, 2025 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: April 30,2025 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 001-41179 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Tran

February 20, 2025 EX-2.1

Business Combination Agreement by and among Arogo Capital Acquisition Corp., BTL Merger (Cayman) Ltd., Singto, LLC, a Delaware limited liability company in the capacity as the representative from and after the effective time of the business combination, BTL Holdings (Cayman) Limited, Mr. Nusttanakit Sasianon and Mr Sawin Laosethakul, and Bangkok Tellink Co., Ltd. dated as of February 14, 2025.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among Arogo Capital Acquisition Corp., as the Purchaser, BTL Merger (Cayman) Ltd., as Merger Sub, BTL Holdings (Cayman) Limited as Pubco, Singto, LLC, in the capacity as the Purchaser Representative, Nusttanakit Sasianon and Sawin Laosethakul, jointly and solely in their capacity as the Seller Representatives, and Bangkok Tellink Co

February 20, 2025 EX-10.1

Form of Lock-Up Agreement.

Exhibit 10.1 Execution Version FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●] [●], 202[●], by and among (i) Arogo Capital Acquisition Corp., a company incorporated in Delaware (together with its successors, the “Purchaser”), (ii) Singto, LLC, a Delaware limited liability company in the capacity as the representative from and after the Effecti

February 20, 2025 EX-99.1

Arogo Capital Acquisition Corp. Executes Business Combination Agreement with Bangkok Tellink Co., Ltd. ~ The proposed transaction represents an equity value on a pro-forma basis of a total equity value of the combined company of USD350 million ~ ~ Ba

Exhibit 99.1 Arogo Capital Acquisition Corp. Executes Business Combination Agreement with Bangkok Tellink Co., Ltd. ~ The proposed transaction represents an equity value on a pro-forma basis of a total equity value of the combined company of USD350 million ~ ~ Bangkok Tellink Co., Ltd. is an emerging leader in advanced telecommunications, mobile network technology, and Internet of Things (IoT) sol

February 20, 2025 EX-10.2

Non-Competition and Non-Solicitation Agreement by and among Arogo Capital Acquisition Corp., BTL Merger (Cayman) Ltd., Singto, LLC, a Delaware limited liability company in the capacity as the representative from and after the effective time of the business combination, BTL Holdings (Cayman) Limited, dated as of February 14, 2025.

Exhibit 10.2 Execution Version NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of February 14, 2025, by the undersigned security holder of the Company (as defined below) (the “Subject Party”) in favor of and for the benefit of Arogo Capital Acquisition Corp., a company incorporated in Delaware

February 20, 2025 EX-10.2

Non-Competition and Non-Solicitation Agreement by and among Arogo Capital Acquisition Corp., BTL Merger (Cayman) Ltd., Singto, LLC, a Delaware limited liability company in the capacity as the representative from and after the effective time of the business combination, BTL Holdings (Cayman) Limited, dated as of February 14, 2025.

Exhibit 10.2 Execution Version NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of February 14, 2025, by the undersigned security holder of the Company (as defined below) (the “Subject Party”) in favor of and for the benefit of Arogo Capital Acquisition Corp., a company incorporated in Delaware

February 20, 2025 EX-10.5

Voting Agreement between Arogo, the Company and the Company Shareholders dated as of February 14, 2025.

Exhibit 10.5 Exhibit A Execution Version VOTING AGREEMENT This VOTING AGREEMENT, dated as of February 14, 2025 (this “Agreement”), by and among the Arogo Capital Acquisition Corp., a Delaware corporation (the “Purchaser”), Bangkok Tellink Co., Ltd., a Bangkok Registered company (the “Company”), and each of the shareholders of the Company whose names appear on the signature pages of this Agreement

February 20, 2025 EX-2.1

Business Combination Agreement by and among Arogo Capital Acquisition Corp., BTL Merger (Cayman) Ltd., Singto, LLC, a Delaware limited liability company in the capacity as the representative from and after the effective time of the business combination, BTL Holdings (Cayman) Limited, Mr. Nusttanakit Sasianon and Mr Sawin Laosethakul, and Bangkok Tellink Co., Ltd. dated as of February 14, 2025.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among Arogo Capital Acquisition Corp., as the Purchaser, BTL Merger (Cayman) Ltd., as Merger Sub, BTL Holdings (Cayman) Limited as Pubco, Singto, LLC, in the capacity as the Purchaser Representative, Nusttanakit Sasianon and Sawin Laosethakul, jointly and solely in their capacity as the Seller Representatives, and Bangkok Tellink Co

February 20, 2025 EX-10.4

Sponsor Support Agreement dated as of February 14, 2025

Exhibit 10.4 EXHIBIT B Execution Version SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into on as of February 14, 2025, by and among (i) Arogo Capital Acquisition Corp., a company incorporated in Delaware (together with its successors, the “Purchaser”), (ii) BTL Merger (Cayman) Ltd., a to-be-formed Cayman Islands exempted company, and a wholly-owned subsid

February 20, 2025 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 Arogo Capital A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 Arogo Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation or

February 20, 2025 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 Arogo Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation or

February 20, 2025 EX-10.1

Form of Lock-Up Agreement.

Exhibit 10.1 Execution Version FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●] [●], 202[●], by and among (i) Arogo Capital Acquisition Corp., a company incorporated in Delaware (together with its successors, the “Purchaser”), (ii) Singto, LLC, a Delaware limited liability company in the capacity as the representative from and after the Effecti

February 20, 2025 EX-99.1

Arogo Capital Acquisition Corp. Executes Business Combination Agreement with Bangkok Tellink Co., Ltd. ~ The proposed transaction represents an equity value on a pro-forma basis of a total equity value of the combined company of USD350 million ~ ~ Ba

Exhibit 99.1 Arogo Capital Acquisition Corp. Executes Business Combination Agreement with Bangkok Tellink Co., Ltd. ~ The proposed transaction represents an equity value on a pro-forma basis of a total equity value of the combined company of USD350 million ~ ~ Bangkok Tellink Co., Ltd. is an emerging leader in advanced telecommunications, mobile network technology, and Internet of Things (IoT) sol

February 20, 2025 EX-10.4

Sponsor Support Agreement dated as of February 14, 2025

Exhibit 10.4 EXHIBIT B Execution Version SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into on as of February 14, 2025, by and among (i) Arogo Capital Acquisition Corp., a company incorporated in Delaware (together with its successors, the “Purchaser”), (ii) BTL Merger (Cayman) Ltd., a to-be-formed Cayman Islands exempted company, and a wholly-owned subsid

February 20, 2025 EX-10.5

Voting Agreement between Arogo, the Company and the Company Shareholders dated as of February 14, 2025.

Exhibit 10.5 Exhibit A Execution Version VOTING AGREEMENT This VOTING AGREEMENT, dated as of February 14, 2025 (this “Agreement”), by and among the Arogo Capital Acquisition Corp., a Delaware corporation (the “Purchaser”), Bangkok Tellink Co., Ltd., a Bangkok Registered company (the “Company”), and each of the shareholders of the Company whose names appear on the signature pages of this Agreement

January 2, 2025 EX-3.1

Fourth Amendment to the Amended and Restated Certificate of Incorporation of Arogo Capital Acquisition Corp.

Exhibit 3.1 FOURTH AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AROGO CAPITAL ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law AROGO CAPITAL ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Arogo Capital Acqu

January 2, 2025 EX-10.1

Third Amendment to the Investment Management Trust Agreement, by and among Arogo Capital Acquisition Corp. and Continental Stock Transfer & Trust Company, dated as of December 28, 2024.

Exhibit 10.1 THIRD AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 3 (this “Amendment”), dated as of December 28, 2024, to the Trust Agreement (as defined below) is made by and between Arogo Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigne

January 2, 2025 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2024 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (

January 2, 2025 EX-3.1

Fourth Amendment to the Amended and Restated Certificate of Incorporation of Arogo Capital Acquisition Corp.

Exhibit 3.1 FOURTH AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AROGO CAPITAL ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law AROGO CAPITAL ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Arogo Capital Acqu

January 2, 2025 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2024 AROGO CAPITAL A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2024 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (

January 2, 2025 EX-10.1

Third Amendment to the Investment Management Trust Agreement, by and among Arogo Capital Acquisition Corp. and Continental Stock Transfer & Trust Company, dated as of December 28, 2024.

Exhibit 10.1 THIRD AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 3 (this “Amendment”), dated as of December 28, 2024, to the Trust Agreement (as defined below) is made by and between Arogo Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigne

December 18, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

December 17, 2024 CORRESP

Arogo Capital Acquisition Corp. 848 Brickell Ave, Penthouse 5 Miami, FL 33131

Arogo Capital Acquisition Corp. 848 Brickell Ave, Penthouse 5 Miami, FL 33131 December 17, 2024 VIA EDGAR Division of Corporation Finance Office of Technology U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Mariam Mansaray, Kathleen Krebs Re: Arogo Capital Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed on December 6, 2024 File No. 001

December 16, 2024 10-Q

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 September 30, 2024 ☐ TRANSITION REPORT PURSUANT

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 September 30, 2024 ☐ 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 ACQUI

December 10, 2024 EX-10.1

Binding Letter of Intent, dated December 6, 2024, by and among Arogo Capital Acquisition Corp. and Bangkok Tellink Co., Ltd.

Exhibit 10.1 AROGO CAPITAL ACQUISITION CORP. 848 Brickell Avenue, Penthouse 5, Miami, FL 33131 CONFIDENTIAL 6 December 2024 Bangkok Tellink Co., Ltd. 89/2 Building 6, 2nd Floor, Room 6203, Chaengwattana Road, Thung Song Hong, Laksi, Bangkok 10210, Thailand c/o: Nusttanakit Sasianon, Founder & Chief Executive Officer Re: Binding Letter of Intent Dear Nusttanakit: We have enjoyed learning about Bang

December 10, 2024 EX-99.1

2

Exhibit 99.1 Arogo Capital Acquisition Corp. Announces Binding Letter of Intent with Bangkok Tellink Co., Ltd, a Provider of Innovative Telecommunications and IoT Solutions, in Connection with a Proposed Business Combination Transaction Miami, FL and Bangkok, Thailand – 10 December 2024 – Arogo Capital Acquisition Corp. (“Arogo Capital”) (OTC: AOGO) today announced that it has signed a binding let

December 10, 2024 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 6, 2024 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (C

December 10, 2024 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 6, 2024 AROGO CAPITAL AC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 6, 2024 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (C

December 10, 2024 EX-99.1

2

Exhibit 99.1 Arogo Capital Acquisition Corp. Announces Binding Letter of Intent with Bangkok Tellink Co., Ltd, a Provider of Innovative Telecommunications and IoT Solutions, in Connection with a Proposed Business Combination Transaction Miami, FL and Bangkok, Thailand – 10 December 2024 – Arogo Capital Acquisition Corp. (“Arogo Capital”) (OTC: AOGO) today announced that it has signed a binding let

December 10, 2024 EX-10.1

Binding Letter of Intent, dated December 6, 2024, by and among Arogo Capital Acquisition Corp. and Bangkok Tellink Co., Ltd.

Exhibit 10.1 AROGO CAPITAL ACQUISITION CORP. 848 Brickell Avenue, Penthouse 5, Miami, FL 33131 CONFIDENTIAL 6 December 2024 Bangkok Tellink Co., Ltd. 89/2 Building 6, 2nd Floor, Room 6203, Chaengwattana Road, Thung Song Hong, Laksi, Bangkok 10210, Thailand c/o: Nusttanakit Sasianon, Founder & Chief Executive Officer Re: Binding Letter of Intent Dear Nusttanakit: We have enjoyed learning about Bang

December 6, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. __)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

November 25, 2024 8-K

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 19, 2024 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (

November 25, 2024 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 19, 2024 AROGO CAPITAL A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 19, 2024 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (

November 14, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): ☐Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐Form N-CEN ☐ Form N-CSR Commission File Number: 001-41179 For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report o

November 14, 2024 SC 13G

AOGO / Arogo Capital Acquisition Corp. / Meteora Capital, LLC Passive Investment

SC 13G 1 meteoraaogo09302024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arogo Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 042644104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this State

November 14, 2024 SC 13G/A

AOGO / Arogo Capital Acquisition Corp. / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

SC 13G/A 1 firtree-aogo093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Arogo Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 042644104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this

November 12, 2024 SC 13G

AOGO / Arogo Capital Acquisition Corp. / PROPPER KERRY Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Arogo Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 042644104 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the

October 3, 2024 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 27, 2024 AROGO CAPITAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 27, 2024 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation)

October 3, 2024 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 27, 2024 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation)

September 17, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2024 AROGO CAPITAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2024 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation)

September 17, 2024 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2024 AROGO CAPITAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2024 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation)

September 6, 2024 8-K

Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 21, 2024 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Co

September 6, 2024 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 21, 2024 AROGO CAPITAL ACQ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 21, 2024 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Co

August 21, 2024 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2024 AROGO CAPITAL ACQ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2024 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Co

August 21, 2024 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2024 AROGO CAPITAL ACQ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2024 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Co

August 19, 2024 EX-99.1

Arogo Capital Acquisition Corp. Announces Receipt of Nasdaq Delisting Notice

Exhibit 99.1 Arogo Capital Acquisition Corp. Announces Receipt of Nasdaq Delisting Notice MIAMI BEACH, FL, August 16, 2024 - Arogo Capital Acquisition Corp. (“Arogo” or the “Company”) (Nasdaq: AOGO/AOGOU/AOGOW), a special purpose acquisition company, today announced that it received a notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) on August 12, 2024, notifying the Company that,

August 19, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2024 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Co

August 12, 2024 10-Q

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, 2024 ☐ TRANSITION REPORT PURSUANT TO S

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, 2024 ☐ 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 ACQUISITIO

August 9, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d876030dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G/A filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Common Stock, par value $0.0001 per share, of Arogo Capital Acquisition Corp. (this “Agree

August 9, 2024 SC 13G/A

AOGO / Arogo Capital Acquisition Corp. / SPRING CREEK CAPITAL LLC - SC 13G/A Passive Investment

SC 13G/A 1 d876030dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Arogo Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 042644104 (CUSIP Number) August 1, 2024 (Date of Event Which Requires Filing of this

August 6, 2024 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2024 AROGO CAPITAL ACQUI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2024 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Comm

August 6, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2024 AROGO CAPITAL ACQUI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2024 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Comm

August 6, 2024 EX-99.1

Arogo Capital Acquisition Corp. Announces Receipt of and Appeals Nasdaq Delisting Determination

Exhibit 99.1 Arogo Capital Acquisition Corp. Announces Receipt of and Appeals Nasdaq Delisting Determination MIAMI BEACH, FL, August 6, 2024 - Arogo Capital Acquisition Corp. (“Arogo” or the “Company”) (Nasdaq: AOGO/AOGOU/AOGOW), a special purpose acquisition company, today announced that it received a notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC

August 6, 2024 EX-99.1

Arogo Capital Acquisition Corp. Announces Receipt of and Appeals Nasdaq Delisting Determination

Exhibit 99.1 Arogo Capital Acquisition Corp. Announces Receipt of and Appeals Nasdaq Delisting Determination MIAMI BEACH, FL, August 6, 2024 - Arogo Capital Acquisition Corp. (“Arogo” or the “Company”) (Nasdaq: AOGO/AOGOU/AOGOW), a special purpose acquisition company, today announced that it received a notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC

July 10, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 5, 2024 AROGO CAPITAL ACQUIS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 5, 2024 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Commi

July 10, 2024 EX-3.1

Third Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to the Registrant’s Form 8-K filed with the SEC on July 10, 2024).

Exhibit 3.1 THIRD AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AROGO CAPITAL ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law AROGO CAPITAL ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Arogo Capital Acqui

July 10, 2024 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 5, 2024 AROGO CAPITAL ACQUIS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 5, 2024 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Commi

July 10, 2024 EX-3.1

Third Amendment to the Amended and Restated Certificate of Incorporation.

Exhibit 3.1 THIRD AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AROGO CAPITAL ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law AROGO CAPITAL ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Arogo Capital Acqui

July 1, 2024 EX-10.2

Form of Shareholder Support Agreement

Exhibit 10.2 EXECUTION EXHIBIT B SHAREHOLDER SUPPORT AGREEMENT This Shareholder Support Agreement (this “Agreement”) is dated as of June [], 2024, by and among Arogo Capital Acquisition Corp., a Delaware corporation (“SPAC”), Ayurcann Holding Corp., an Ontario corporation (“PubCo”), DE Ayurcann Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of PubCo (“Merger Sub”), C

July 1, 2024 EX-2.1

Agreement and Plan of Merger, dated June 25, 2024, by and among Arogo Capital Acquisition Corp., Ayurcann Holding Corp., DE Ayurcann Merger Sub Inc., CAN Ayurcann Merger Sub, Inc., and Ayurcann Holdings Corp.

Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among AROGO CAPITAL ACQUISITION CORP., a Delaware corporation, AYURCANN HOLDING CORP., an Ontario corporation, AYURCANN HOLDINGS CORP., an Ontario corporation, CAN MERGER SUB., an Ontario corporation, and DEL MERGER SUB., a Delaware corporation, dated as of June 25, 2024 TABLE OF CONTENTS BUSINESS COMBINATION AGREEMENT 1 RECITALS:

July 1, 2024 EX-10.4

Form of Registration Rights Agreement

Exhibit 10.4 EXECUTION EXHIBIT D FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2024, is made and entered into by Ayurcann Holding Corp., an Ontario corporation (the “Company”), Singto, LLC, f/k/a Koo Dom Investment, LLC, a Delaware limited liability company (the “Sponsor”), certain former shareholders of Ayurcann Holdings Corp., an On

July 1, 2024 EX-99.1

2

Exhibit 99.1 Ayurcann Holdings Corp, is entering into a business combination with Arogo Capital Acquisition Corp. and its subsidiaries at a combined enterprise value estimated to be U.S. $210 million. Ayurcann is an award-winning Canadian cannabis extraction company that specializes in the processing and manufacturing of cannabis 2.0 and 3.0 products: ● Ayurcann is the #1 producer of vapes in Onta

July 1, 2024 EX-10.5

Company Arrangement Resolution

Exhibit 10.5 The Arrangement Resolution RESOLUTION OF THE SHAREHOLDERS OF AYURCANN HOLDINGS CORP. (the “Corporation”) BE IT RESOLVED AS A SPECIAL RESOLUTION OF THE SHAREHOLDERS THAT: 1. The arrangement (the “Arrangement”) under Section 182 of the Business Corporations Act (Ontario) (the “OBCA”) involving the Corporation, its shareholders, Ayurcann Holding Corp., an Ontario corporation (“PubCo”), D

July 1, 2024 EX-10.2

Form of Shareholder Support Agreement

Exhibit 10.2 EXECUTION EXHIBIT B SHAREHOLDER SUPPORT AGREEMENT This Shareholder Support Agreement (this “Agreement”) is dated as of June [], 2024, by and among Arogo Capital Acquisition Corp., a Delaware corporation (“SPAC”), Ayurcann Holding Corp., an Ontario corporation (“PubCo”), DE Ayurcann Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of PubCo (“Merger Sub”), C

July 1, 2024 EX-10.6

Plan of Arrangement

Exhibit 10.6 PLAN OF ARRANGEMENT Article 1 INTERPRETATION 1.1 Definitions In this Plan of Arrangement: “Acquisition Entities” means PubCo, DE Ayurcann Merger Sub, Inc. and CAN Ayurcann Merger Sub, Inc. “affiliate” means with respect to any person, any other person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such perso

July 1, 2024 EX-10.5

Company Arrangement Resolution

Exhibit 10.5 The Arrangement Resolution RESOLUTION OF THE SHAREHOLDERS OF AYURCANN HOLDINGS CORP. (the “Corporation”) BE IT RESOLVED AS A SPECIAL RESOLUTION OF THE SHAREHOLDERS THAT: 1. The arrangement (the “Arrangement”) under Section 182 of the Business Corporations Act (Ontario) (the “OBCA”) involving the Corporation, its shareholders, Ayurcann Holding Corp., an Ontario corporation (“PubCo”), D

July 1, 2024 EX-10.1

Form of Sponsor Support Agreement

Exhibit 10.1 EXECUTION EXHIBIT A SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is dated as of [], 2024, by and among Singto, LLC, f/k/a Koo Dom Investment, LLC, a Delaware limited liability company (the “Sponsor”), Arogo Capital Acquisition Corp., a Delaware corporation (“SPAC”), and Ayurcann Holdings Corp., an Ontario corporation (the “Company”). Capitalized terms us

July 1, 2024 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 25, 2024 AROGO CAPITAL ACQUI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 25, 2024 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Comm

July 1, 2024 EX-10.1

Form of Sponsor Support Agreement

Exhibit 10.1 EXECUTION EXHIBIT A SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is dated as of [], 2024, by and among Singto, LLC, f/k/a Koo Dom Investment, LLC, a Delaware limited liability company (the “Sponsor”), Arogo Capital Acquisition Corp., a Delaware corporation (“SPAC”), and Ayurcann Holdings Corp., an Ontario corporation (the “Company”). Capitalized terms us

July 1, 2024 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 25, 2024 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Comm

July 1, 2024 EX-10.3

Form of Lock-Up Agreement

Exhibit 10.3 Execution EXHIBIT C FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], by and between Ayurcann Holding Corp., an Ontario corporation (the “PubCo”), Singto, LLC, f/k/a Koo Dom Investment, LLC, a Delaware limited liability company (the “Sponsor”) and the Persons set forth on Schedule 1 hereto (the “Company Holders”). The PubCo, Sponso

July 1, 2024 EX-10.6

Plan of Arrangement

Exhibit 10.6 PLAN OF ARRANGEMENT Article 1 INTERPRETATION 1.1 Definitions In this Plan of Arrangement: “Acquisition Entities” means PubCo, DE Ayurcann Merger Sub, Inc. and CAN Ayurcann Merger Sub, Inc. “affiliate” means with respect to any person, any other person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such perso

July 1, 2024 EX-2.1

Agreement and Plan of Merger, dated June 25, 2024, by and among Arogo Capital Acquisition Corp., Ayurcann Holding Corp., DE Ayurcann Merger Sub Inc., CAN Ayurcann Merger Sub, Inc., and Ayurcann Holdings Corp.

Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among AROGO CAPITAL ACQUISITION CORP., a Delaware corporation, AYURCANN HOLDING CORP., an Ontario corporation, AYURCANN HOLDINGS CORP., an Ontario corporation, CAN MERGER SUB., an Ontario corporation, and DEL MERGER SUB., a Delaware corporation, dated as of June 25, 2024 TABLE OF CONTENTS BUSINESS COMBINATION AGREEMENT 1 RECITALS:

July 1, 2024 EX-99.1

2

Exhibit 99.1 Ayurcann Holdings Corp, is entering into a business combination with Arogo Capital Acquisition Corp. and its subsidiaries at a combined enterprise value estimated to be U.S. $210 million. Ayurcann is an award-winning Canadian cannabis extraction company that specializes in the processing and manufacturing of cannabis 2.0 and 3.0 products: ● Ayurcann is the #1 producer of vapes in Onta

July 1, 2024 EX-10.3

Form of Lock-Up Agreement

Exhibit 10.3 Execution EXHIBIT C FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], by and between Ayurcann Holding Corp., an Ontario corporation (the “PubCo”), Singto, LLC, f/k/a Koo Dom Investment, LLC, a Delaware limited liability company (the “Sponsor”) and the Persons set forth on Schedule 1 hereto (the “Company Holders”). The PubCo, Sponso

July 1, 2024 EX-10.4

Form of Registration Rights Agreement

Exhibit 10.4 EXECUTION EXHIBIT D FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2024, is made and entered into by Ayurcann Holding Corp., an Ontario corporation (the “Company”), Singto, LLC, f/k/a Koo Dom Investment, LLC, a Delaware limited liability company (the “Sponsor”), certain former shareholders of Ayurcann Holdings Corp., an On

June 24, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A ________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

June 17, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

June 11, 2024 10-Q

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 March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

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 March 31, 2024 ☐ 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 ACQUISITI

May 23, 2024 NT 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25/A (Amendment No. 1) NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25/A (Amendment No. 1) NOTIFICATION OF LATE FILING (CHECK ONE): ☐Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐Form N-CEN ☐ Form N-CSR Commission File Number: 001-41179 For Period Ended: March 31, 2024 ☐Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐Transition Report on Form 11-K ☐ Transi

May 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): ☐Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐Form N-CEN ☐ Form N-CSR Commission File Number: 001-41179 For Period Ended: March 31, 2024 ☐Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐Transition Report on Form 11-K ☐ Transition Report on Form

May 10, 2024 EX-97.1

Arogo Capital Acquisition Corp. Clawback Policy

Exhibit 97 AROGO CAPITAL ACQUISITION CORP. Incentive Compensation Recovery Policy (the “Policy”) 1. Recovery of Excess Incentive Compensation. If Arogo Capital Acquisition Corp. (the “Company”) is required to prepare a Restatement, the Company’s board of directors (the “Board”) shall, unless the Board’s Compensation Committee determines it to be Impracticable, take reasonably prompt action to reco

May 10, 2024 EX-4.5

Description of Registered Securities.*

Exhibit 4.5 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, as amended (the “Charter”) our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description sum

May 10, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 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 COR

April 16, 2024 NT 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 (Amendment No. 1) NOTIFICATION OF LATE FILING Commission File Number: 001-41179

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 (Amendment No. 1) NOTIFICATION OF LATE FILING Commission File Number: 001-41179 (CHECK ONE): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form

April 1, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41179

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41179 (CHECK ONE): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition

March 12, 2024 EX-99.1

Arogo Capital Acquisition Corp. Receives Nasdaq Notification Regarding Minimum Market Value Deficiency

Exhibit 99.1 Arogo Capital Acquisition Corp. Receives Nasdaq Notification Regarding Minimum Market Value Deficiency MIAMI BEACH, FL, March 11, 2024 - Arogo Capital Acquisition Corp. (“Arogo” or the “Company”) (Nasdaq: AOGO/AOGOU/AOGOW), a special purpose acquisition company, today announced that it received a notice (the "Notice") from the Listing Qualifications Department of the Nasdaq Stock Mark

March 12, 2024 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2024 AROGO CAPITAL ACQU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2024 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Com

March 12, 2024 EX-99.1

Arogo Capital Acquisition Corp. Receives Nasdaq Notification Regarding Minimum Market Value Deficiency

Exhibit 99.1 Arogo Capital Acquisition Corp. Receives Nasdaq Notification Regarding Minimum Market Value Deficiency MIAMI BEACH, FL, March 11, 2024 - Arogo Capital Acquisition Corp. (“Arogo” or the “Company”) (Nasdaq: AOGO/AOGOU/AOGOW), a special purpose acquisition company, today announced that it received a notice (the "Notice") from the Listing Qualifications Department of the Nasdaq Stock Mark

March 12, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2024 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Com

February 14, 2024 SC 13G

US0426441046 / Arogo Capital Acquisition Corp., Class A / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

SC 13G 1 firtree-aogo123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arogo Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 042644104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Stateme

February 14, 2024 SC 13G/A

US0426441046 / Arogo Capital Acquisition Corp., Class A / Lighthouse Investment Partners, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

February 13, 2024 SC 13G/A

US0426441046 / Arogo Capital Acquisition Corp., Class A / GLAZER CAPITAL, LLC Passive Investment

SC 13G/A 1 aogo20231231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 AROGO CAPITAL ACQUISITION CORP. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 042644104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appr

February 9, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d755227dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of Class A Common Stock, par value $0.0001 per share, of Arogo Capital Acquisition Corp. (this “Agreement”)

February 9, 2024 SC 13G

US0426441046 / Arogo Capital Acquisition Corp., Class A / SPRING CREEK CAPITAL LLC - SC 13G Passive Investment

SC 13G 1 d755227dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arogo Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 042644104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Sta

February 2, 2024 SC 13G

US0426441046 / Arogo Capital Acquisition Corp., Class A / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Arogo Capital Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 042644104 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

January 26, 2024 SC 13G/A

US0426441046 / Arogo Capital Acquisition Corp., Class A / Yakira Capital Management, Inc. - 13G Passive Investment

SC 13G/A 1 eps11108aogo.htm 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Arogo Capital Acquisition Corp. (Name of Issuer) Class A common stock (Title of Class of Securities) 042644104 (CUSIP Number) NICHOLAS SABATINI, CFO & CCO; 1555 POST ROAD EAST, SUITE 202, WESTPORT, CT 06880; (203) 341-0606

January 10, 2024 SC 13G

US0426441046 / Arogo Capital Acquisition Corp., Class A / MANGROVE PARTNERS Passive Investment

SC 13G 1 mangrove-aogo123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* AROGO CAPITAL ACQUISITION CORP. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 042644104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Stateme

January 10, 2024 SC 13G

US0426441046 / Arogo Capital Acquisition Corp., Class A / Walleye Capital LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

November 14, 2023 10-Q

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 September 30, 2023 ☐ TRANSITION REPORT PURSUANT

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 September 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 ACQUI

November 14, 2023 EX-10.1

Form of Second Amendment to the Trust Agreement (8)

Exhibit 10.1 SECOND AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 2 (this “Amendment”), dated as of September 27, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Arogo Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall h

November 9, 2023 EX-99.1

Arogo Capital Acquisition Corp. Announces Termination of Merger Agreement with EON Reality, Inc.

Exhibit 99.1 Arogo Capital Acquisition Corp. Announces Termination of Merger Agreement with EON Reality, Inc. MIAMI BEACH, FL/November 9, 2023 — Arogo Capital Acquisition Corp. (“Arogo” or the “Company”) (Nasdaq: AOGO/AOGOU/AOGOW), a special purpose acquisition company, today announced that its previously announced agreement and plan of merger (the “Merger Agreement”) with EON Reality, Inc. (“EON”

November 9, 2023 8-K

Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2023 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (C

November 9, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2023 AROGO CAPITAL AC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2023 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (C

November 9, 2023 EX-99.1

Arogo Capital Acquisition Corp. Announces Termination of Merger Agreement with EON Reality, Inc.

Exhibit 99.1 Arogo Capital Acquisition Corp. Announces Termination of Merger Agreement with EON Reality, Inc. MIAMI BEACH, FL/November 9, 2023 — Arogo Capital Acquisition Corp. (“Arogo” or the “Company”) (Nasdaq: AOGO/AOGOU/AOGOW), a special purpose acquisition company, today announced that its previously announced agreement and plan of merger (the “Merger Agreement”) with EON Reality, Inc. (“EON”

September 28, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 21, 2023 AROGO CAPITAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 21, 2023 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation)

September 28, 2023 EX-3.1

Second Amendment to Amended and restated Certificate of Incorporation (incorporated by reference to the Registrant’s Form 8-K filed with the SEC on September 28, 2023).

Exhibit 3.1 SECOND AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AROGO CAPITAL ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law AROGO CAPITAL ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Arogo Capital Acqu

September 28, 2023 EX-99.1

Arogo Capital Acquisition Corp. Announces Stockholder Approval of Extension of Deadline to Complete Business Combination

Exhibit 99.1 Arogo Capital Acquisition Corp. Announces Stockholder Approval of Extension of Deadline to Complete Business Combination NEW YORK, September 28, 2023 — On September 28, 2023, Arogo Capital Acquisition Corp. (the “Company” or “Arogo”) (Nasdaq: AOGO/AOGOU/AOGOW), a special purpose acquisition company, announced that its stockholders have approved an extension of the date by which the Co

September 28, 2023 EX-99.1

Arogo Capital Acquisition Corp. Announces Stockholder Approval of Extension of Deadline to Complete Business Combination

Exhibit 99.1 Arogo Capital Acquisition Corp. Announces Stockholder Approval of Extension of Deadline to Complete Business Combination NEW YORK, September 28, 2023 — On September 28, 2023, Arogo Capital Acquisition Corp. (the “Company” or “Arogo”) (Nasdaq: AOGO/AOGOU/AOGOW), a special purpose acquisition company, announced that its stockholders have approved an extension of the date by which the Co

September 28, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 21, 2023 AROGO CAPITAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 21, 2023 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation)

September 28, 2023 EX-3.1

Certificate of Amendment to Amended and restated Certificate of Incorporation.

Exhibit 3.1 SECOND AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AROGO CAPITAL ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law AROGO CAPITAL ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Arogo Capital Acqu

September 7, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A ___________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

August 31, 2023 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

PRER14A 1 ea184489-prer14aarogocap.htm REVISED PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidentia

August 25, 2023 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 23, 2023 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Co

August 25, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 23, 2023 AROGO CAPITAL ACQ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 23, 2023 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Co

August 25, 2023 EX-99.1

Arogo Capital Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination

Exhibit 99.1 Arogo Capital Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination New York – August 25, 2023 – Arogo Capital Acquisition Corp. (the “Company” or “Arogo”) (Nasdaq: AOGO/AOGOU/AOGOW), a special purpose acquisition company, today announced that on August 23, 2023 it caused to be deposited $191,666 (the “Extension Payment”) into the Company’s Tru

August 25, 2023 EX-99.1

Arogo Capital Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination

Exhibit 99.1 Arogo Capital Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination New York – August 25, 2023 – Arogo Capital Acquisition Corp. (the “Company” or “Arogo”) (Nasdaq: AOGO/AOGOU/AOGOW), a special purpose acquisition company, today announced that on August 23, 2023 it caused to be deposited $191,666 (the “Extension Payment”) into the Company’s Tru

August 22, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

August 21, 2023 10-Q

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 S

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 ACQUISITIO

August 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41179

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41179 (CHECK ONE): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Rep

July 31, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2023 AROGO CAPITAL ACQUI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2023 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Comm

July 31, 2023 EX-99.1

Arogo Capital Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination

Exhibit 99.1 Arogo Capital Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination New York – July 31, 2023 – Arogo Capital Acquisition Corp. (the “Company” or “Arogo”) (Nasdaq: AOGO/AOGOU/AOGOW), a special purpose acquisition company, today announced that on July 25, 2023 it caused to be deposited $191,666 (the “Extension Payment”) into the Company’s Trust a

July 31, 2023 EX-99.1

Arogo Capital Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination

Exhibit 99.1 Arogo Capital Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination New York – July 31, 2023 – Arogo Capital Acquisition Corp. (the “Company” or “Arogo”) (Nasdaq: AOGO/AOGOU/AOGOW), a special purpose acquisition company, today announced that on July 25, 2023 it caused to be deposited $191,666 (the “Extension Payment”) into the Company’s Trust a

July 31, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2023 AROGO CAPITAL ACQUI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2023 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Comm

June 29, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2023 AROGO CAPITAL ACQUI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2023 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Comm

June 29, 2023 EX-99.1

Arogo Capital Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination

Exhibit 99.1 Arogo Capital Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination New York – June 29, 2023 – Arogo Capital Acquisition Corp. (the “Company” or “Arogo”) (Nasdaq: AOGO/AOGOU/AOGOW), a special purpose acquisition company, today announced that on June 26, 2023 it caused to be deposited $191,666 (the “Extension Payment”) into the Company’s Trust a

June 29, 2023 EX-99.1

Arogo Capital Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination

Exhibit 99.1 Arogo Capital Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination New York – June 29, 2023 – Arogo Capital Acquisition Corp. (the “Company” or “Arogo”) (Nasdaq: AOGO/AOGOU/AOGOW), a special purpose acquisition company, today announced that on June 26, 2023 it caused to be deposited $191,666 (the “Extension Payment”) into the Company’s Trust a

June 29, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2023 AROGO CAPITAL ACQUI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2023 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Comm

June 20, 2023 425

2

Filed by Arogo Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Arogo Capital Acquisition Corp. (Commission File No. 001-41179) Eon Reality Sets the Stage for NASDAQ Debut Improved Market Conditions, Ramped up IPO Process & Growth Capital IRVINE, CA, June 20, 2023 – EO

June 12, 2023 SC 13G/A

US0426441046 / Arogo Capital Acquisition Corp., Class A / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Arogo Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 042644104 (CUSIP Number) May 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

June 1, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 29, 2023 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Commi

June 1, 2023 EX-99.1

Arogo Capital Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination

Exhibit 99.1 Arogo Capital Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination New York – June 1, 2023 – Arogo Capital Acquisition Corp. (the “Company” or “Arogo”) (Nasdaq: AOGO/AOGOU/AOGOW), a special purpose acquisition company, today announced that on May 29, 2023 it caused to be deposited $191,666 (the “Extension Payment”) into the Company’s Trust acc

June 1, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 29, 2023 AROGO CAPITAL ACQUIS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 29, 2023 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Commi

June 1, 2023 EX-99.1

Arogo Capital Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination

Exhibit 99.1 Arogo Capital Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination New York – June 1, 2023 – Arogo Capital Acquisition Corp. (the “Company” or “Arogo”) (Nasdaq: AOGO/AOGOU/AOGOW), a special purpose acquisition company, today announced that on May 29, 2023 it caused to be deposited $191,666 (the “Extension Payment”) into the Company’s Trust acc

May 15, 2023 10-Q

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 March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

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 March 31, 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 ACQUISITI

May 10, 2023 SC 13G

US0426441046 / Arogo Capital Acquisition Corp., Class A / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Arogo Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 042644104 (CUSIP Number) April 30, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

May 2, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2023 AROGO CAPITAL ACQU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2023 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Com

May 2, 2023 EX-99.1

Arogo Capital Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination

Exhibit 99.1 Arogo Capital Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination New York – May 2, 2023 – Arogo Capital Acquisition Corp. (the “Company” or “Arogo”) (Nasdaq: AOGO/AOGOU/AOGOW), a special purpose acquisition company, today announced that on April 25, 2023 it caused to be deposited $191,666 (the “Extension Payment”) into the Company’s Trust ac

May 2, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2023 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Com

May 2, 2023 EX-99.1

Arogo Capital Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination

Exhibit 99.1 Arogo Capital Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination New York – May 2, 2023 – Arogo Capital Acquisition Corp. (the “Company” or “Arogo”) (Nasdaq: AOGO/AOGOU/AOGOW), a special purpose acquisition company, today announced that on April 25, 2023 it caused to be deposited $191,666 (the “Extension Payment”) into the Company’s Trust ac

April 18, 2023 8-K/A

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2023 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (C

April 18, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2023 AROGO CAPITAL AC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 18, 2023 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (C

April 18, 2023 EX-3.2

Form of First Amendment to the Trust Agreement

Exhibit 3.2 FIRST AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of , 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Arogo Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanin

April 18, 2023 EX-3.2

Form of First Amendment to the Trust Agreement (7)

Exhibit 3.2 FIRST AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment No. 1 (this “Amendment”), dated as of , 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Arogo Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanin

March 31, 2023 EX-99.1

Arogo Capital Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination

Exhibit 99.1 Arogo Capital Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination New York, March 30, 2023 – Arogo Capital Acquisition Corp. (the “Company” or “Arogo”) (Nasdaq: AOGO/AOGOU/AOGOW), a special purpose acquisition company, today announced that on March 29, 2023 it caused to be deposited $191,666 (the “Extension Payment”) into the Company’s Trust

March 31, 2023 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 29, 2023 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Com

March 31, 2023 EX-99.1

Arogo Capital Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination

Exhibit 99.1 Arogo Capital Acquisition Corp. Confirms Funding to Extend Period to Consummate Initial Business Combination New York, March 30, 2023 – Arogo Capital Acquisition Corp. (the “Company” or “Arogo”) (Nasdaq: AOGO/AOGOU/AOGOW), a special purpose acquisition company, today announced that on March 29, 2023 it caused to be deposited $191,666 (the “Extension Payment”) into the Company’s Trust

March 31, 2023 EX-21.1

List of Subsidiaries (6)

EX-21.1 2 f10k2022ex21-1arogocapital.htm LIST OF SUBSIDIARIES Exhibit 21.1 SUBSIDIARY OF AROGO CAPITAL ACQUISITION CORP. Arogo Merger Sub, Inc. Delaware

March 31, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ 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 COR

March 31, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 29, 2023 AROGO CAPITAL ACQU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 29, 2023 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Com

March 28, 2023 EX-99.1

Arogo Capital Acquisition Corp. Announces Stockholder Approval of Extension of Deadline to Complete Business Combination

Exhibit 99.1 Arogo Capital Acquisition Corp. Announces Stockholder Approval of Extension of Deadline to Complete Business Combination NEW YORK, March 28, 2023 — On March 28, 2023, Arogo Capital Acquisition Corp. (the “Company” or “Arogo”) (Nasdaq: AOGO/AOGOU/AOGOW), a special purpose acquisition company, announced that its stockholders have approved an extension of the date by which the Company mu

March 28, 2023 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 24, 2023 AROGO CAPITAL ACQU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 24, 2023 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Com

March 28, 2023 8-K

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 24, 2023 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Com

March 28, 2023 EX-3.1

Certificate of Amendment to Amended and restated Certificate of Incorporation.

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AROGO CAPITAL ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law AROGO CAPITAL ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Arogo Capital Acquisition

March 28, 2023 EX-99.1

Arogo Capital Acquisition Corp. Announces Stockholder Approval of Extension of Deadline to Complete Business Combination

Exhibit 99.1 Arogo Capital Acquisition Corp. Announces Stockholder Approval of Extension of Deadline to Complete Business Combination NEW YORK, March 28, 2023 — On March 28, 2023, Arogo Capital Acquisition Corp. (the “Company” or “Arogo”) (Nasdaq: AOGO/AOGOU/AOGOW), a special purpose acquisition company, announced that its stockholders have approved an extension of the date by which the Company mu

March 28, 2023 EX-3.1

Certificate of Amendment to Amended and Restated Certificate of Incorporation.*

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AROGO CAPITAL ACQUISITION CORP. Pursuant to Section 242 of the Delaware General Corporation Law AROGO CAPITAL ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is Arogo Capital Acquisition

March 14, 2023 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2023 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Com

March 13, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 def14a0323arogocapital.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as pe

March 1, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

February 14, 2023 SC 13G

US0426441046 / Arogo Capital Acquisition Corp., Class A / Lighthouse Investment Partners, LLC Passive Investment

SC 13G 1 lighthouse-aogo123122.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AROGO CAPITAL ACQUISITION CORP. (Name of Issuer) Class A Common stock, $0.0001 par value per share (Title of Class of Securities) 042644104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Stat

February 13, 2023 S-4/A

As filed with the United States Securities and Exchange Commission on February 10, 2023

As filed with the United States Securities and Exchange Commission on February 10, 2023 Registration No.

February 2, 2023 425

Filed by Arogo Capital Acquisition Corp.

Filed by Arogo Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Arogo Capital Acquisition Corp. (Commission File No. 001-41179) EON Reality Issues a Limited Private Placement Offer of up to $25 million Convertible Loans to Select Investors IRVINE, CA, February 1, 2023

January 31, 2023 SC 13G

US0426441046 / Arogo Capital Acquisition Corp., Class A / Yakira Capital Management, Inc. - 13G Passive Investment

SC 13G 1 aogo13G.htm 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arogo Capital Acquisition Corp. (Name of Issuer) Class A common stock (Title of Class of Securities) 042644104 (CUSIP Number) NICHOLAS SABATINI, CFO & CCO; 1555 POST ROAD EAST, SUITE 202, WESTPORT, CT 06880; (203) 341-0606 (Name,

January 31, 2023 SC 13G/A

US0426442036 / Arogo Capital Acquisition Corp. / Yakira Capital Management, Inc. - 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Arogo Capital Acquisition Corp. (Name of Issuer) Units, each consisting of one share of Class A common stock and one warrant (Title of Class of Securities) 042644203 (CUSIP Number) NICHOLAS SABATINI, CFO & CCO; 1555 POST ROAD EAST, SUITE 202, WESTPORT, C

January 20, 2023 SC 13G/A

US0426441046 / Arogo Capital Acquisition Corp., Class A / Feis Lawrence Michael - SCHEDULE 13G/A Passive Investment

January 20, 2023 425

Filed by Arogo Capital Acquisition Corp.

Filed by Arogo Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Arogo Capital Acquisition Corp. (Commission File No. 001-41179) EON Reality Unveils Contextual AI and Knowledge AI Module in New Solutions EON AI Assistant brings two new unique Artificial Intelligence off

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ 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 A

November 14, 2022 425

2

425 1 ea168455-425arogocap.htm FORM 425 Filed by Arogo Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Arogo Capital Acquisition Corp. (Commission File No. 001-41179) This press release supersedes and replaces in its entirety the press release that was filed by Arogo

October 31, 2022 425

1

425 1 ea167814-425arogocap.htm FORM 425 Filed by Arogo Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Arogo Capital Acquisition Corp. (Commission File No. 001-41179) EON Reality Announces Eight New AI-Powered Tools and Solutions at EON Experience Fest 2022 in Istanbu

October 7, 2022 EX-99.4

Consent of Vuthichai Tumasaroj to be named as a director.*

Exhibit 99.4 Consent to Reference in Proxy Statement/Prospectus Arogo Capital Acquisition Corp. is filing a Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933 (the ?Securities Act?). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to the reference to me in the proxy st

October 7, 2022 EX-99.3

Consent of Leong Kah Chern to be named as a director.*

Exhibit 99.3 Consent to Reference in Proxy Statement/Prospectus Arogo Capital Acquisition Corp. is filing a Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933 (the ?Securities Act?). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to the reference to me in the proxy st

October 7, 2022 EX-21.1

List of Subsidiaries.*

EX-21.1 3 fs42022ex21-1arogocapital.htm LIST OF SUBSIDIARIES Exhibit 21.1 Subsidiaries Arogo Merger Sub, Inc. Delaware

October 7, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 6, 2022 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Co

October 7, 2022 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 6, 2022 AROGO CAPITAL ACQ

425 1 ea166905-8k425arogo.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 6, 2022 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (Stat

October 7, 2022 EX-99.1

Arogo Capital Acquisition Corp. Announces Filing of Registration Statement on Form S-4 in Connection with its Proposed Business Combination with EON Reality, Inc.

Exhibit 99.1 Arogo Capital Acquisition Corp. Announces Filing of Registration Statement on Form S-4 in Connection with its Proposed Business Combination with EON Reality, Inc. Miami, FL; Irvine, CA, October 7, 2022 ? Arogo Capital Acquisition Corp. (NASDAQ: ?AOGOU, AOGO, AOGOW?) (?Arogo?), a special purpose acquisition corporation, today announced the filing of a registration statement and proxy s

October 7, 2022 EX-3.3

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EON REALITY HOLDINGS, INC.

Exhibit 3.3 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EON REALITY HOLDINGS, INC. EON Reality Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1. The name of the Corporation is ?EON Reality Holdings, Inc.?. The date of the filing of its original Certificate of Incorporation with the Secre

October 7, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 6, 2022 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Co

October 7, 2022 EX-FILING FEES

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Arogo Capital Acquisition Corp.

October 7, 2022 EX-99.1

Arogo Capital Acquisition Corp. Announces Filing of Registration Statement on Form S-4 in Connection with its Proposed Business Combination with EON Reality, Inc.

Exhibit 99.1 Arogo Capital Acquisition Corp. Announces Filing of Registration Statement on Form S-4 in Connection with its Proposed Business Combination with EON Reality, Inc. Miami, FL; Irvine, CA, October 7, 2022 ? Arogo Capital Acquisition Corp. (NASDAQ: ?AOGOU, AOGO, AOGOW?) (?Arogo?), a special purpose acquisition corporation, today announced the filing of a registration statement and proxy s

October 7, 2022 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 6, 2022 AROGO CAPITAL ACQ

425 1 ea166678-8k425arogo.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 6, 2022 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (Stat

October 7, 2022 S-4

As filed with the United States Securities and Exchange Commission on October 6, 2022

As filed with the United States Securities and Exchange Commission on October 6, 2022 Registration No.

October 7, 2022 EX-2.1

First Amendment to the Agreement and Plan of Merger, dated October 6, 2022, by and among Arogo, Merger Sub, EON, Koo Dom Investment LLC as Arogo Representative and EON as Seller Representative.

Exhibit 2.1 Execution Version FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER is entered into as of October 6, 2022 (this ?Amendment?), by and among Arogo Capital Acquisition Corp. (the ?Purchaser?), Koo Dom Investment, LLC (the ?Purchaser Representative?), EON Reality, Inc. (the ?Company?) and EON Reality, Inc., in the capacity of Seller Repres

October 7, 2022 EX-2.1

First Amendment to the Agreement and Plan of Merger, dated October 6, 2022, by and among Arogo, Merger Sub, EON, Koo Dom Investment LLC as Arogo Representative and EON as Seller Representative.

EX-2.1 2 ea166678ex2-1arogo.htm FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER, DATED OCTOBER 6, 2022, BY AND AMONG AROGO, MERGER SUB, EON, KOO DOM INVESTMENT LLC AS AROGO REPRESENTATIVE AND EON AS SELLER REPRESENTATIVE Exhibit 2.1 Execution Version FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER is entered into as of October 6, 2022 (this

October 7, 2022 EX-99.2

Consent of Renee Lewis to be named as a director.*

Exhibit 99.2 Consent to Reference in Proxy Statement/Prospectus Arogo Capital Acquisition Corp. is filing a Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, (the ?Securities Act?). In connection therewith, I hereby consent, pursuant to Rule 438 of the Securities Act, to the reference to me in the proxy s

August 29, 2022 425

Filed by Arogo Capital Acquisition Corp.

425 1 ea165120-425arogocapital.htm FORM 425 Filed by Arogo Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Arogo Capital Acquisition Corp. (Commission File No. 001-41179) EON Reality Inc. Enters into Partnership with Axelrod Holdings Limited to Bring the Knowledge Met

August 12, 2022 425

2

Filed by Arogo Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Arogo Capital Acquisition Corp. (Commission File No. 001-41179) IRVINE, CA, August 11, 2022 ? EON Reality, Inc. (?EON Reality?) CEO Dan Lejerskar made these Social Media Posts on his personal LinkedIn. 2 3

August 9, 2022 10-Q

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, 2022 ☐ TRANSITION REPORT PURSUANT TO S

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, 2022 ? 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 ACQUISITIO

August 3, 2022 425

2

425 1 ea163744-425arogocapitalacq.htm FORM 425 Filed by Arogo Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Arogo Capital Acquisition Corp. (Commission File No. 001-41179) IRVINE, CA, August 3, 2022 – EON Reality, Inc. (“EON Reality”) is pleased to announce, as part

July 29, 2022 425

2

425 1 ea163589-425arogocapitalacq.htm FORM 425 Filed by Arogo Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Arogo Capital Acquisition Corp. (Commission File No. 001-41179) IRVINE, CA, July 29, 2022 – Dan Lejerskar, CEO of EON Reality, Inc. (“EON Reality”) presented

July 26, 2022 425

2

425 1 ea163331-425arogocapital.htm FORM 425 Filed by Arogo Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Arogo Capital Acquisition Corp. (Commission File No. 001-41179) IRVINE, CA, July 25, 2022 – EON Reality, Inc. (“EON Reality”) made this Social Media Post on Link

July 25, 2022 425

Filed by Arogo Capital Acquisition Corp.

Filed by Arogo Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Arogo Capital Acquisition Corp. (Commission File No. 001-41179) IRVINE, CA, July 22, 2022 ? EON Reality, Inc. (?EON Reality?) made this Social Media Post on LinkedIn. About EON Reality EON Reality is a lea

July 7, 2022 425

Filed by Arogo Capital Acquisition Corp.

425 1 ea162579-425arogo.htm FORM 425 Filed by Arogo Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Arogo Capital Acquisition Corp. (Commission File No. 001-41179) EON Reality Enters into Partnership with MerSETA to Bring the Knowledge Metaverse to 50,000 Students and

June 24, 2022 425

2

425 1 ea161919-425arogocapital.htm FORM 425 Filed by Arogo Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Arogo Capital Acquisition Corp. (Commission File No. 001-41179) EON Reality To Announce the EON Metaverse Builder at EON Experience Fest 2022 The new product ena

June 1, 2022 425

EON Reality and Cho Thavee Public Company Limited Expand Knowledge Metaverse into Thailand The partnership will initially cover 50,000 students and 7,500 interns and workers

Filed by Arogo Capital Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Arogo Capital Acquisition Corp. (Commission File No. 001-41179) EON Reality and Cho Thavee Public Company Limited Expand Knowledge Metaverse into Thailand The partnership will initially cover 50,000 studen

May 16, 2022 10-Q

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 March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

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 March 31, 2022 ☐ 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 ACQUISITI

April 26, 2022 EX-10.3

Registration Rights Agreement.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of [?] 2022 by and among (i) Arogo Capital Acquisition Corp., a Delaware corporation (the ?Purchaser?), and (ii) and the undersigned parties listed under Investor on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party

April 26, 2022 EX-10.4

Purchaser Support Agreement.

Exhibit 10.4 PURCHASER SUPPORT AGREEMENT This PURCHASER SUPPORT AGREEMENT, dated as of April 25, 2022 and effective as of the Closing Date (this ?Agreement?), by and among Koo Dom Investment, LLC, a Delaware limited liability company (?Sponsor? or ?Purchaser Representative?), Arogo Capital Acquisition Corp., a Delaware corporation (?Purchaser?), and Eon Reality, Inc., a California corporation (the

April 26, 2022 EX-10.6

Voting Agreement

EX-10.6 8 ea158810ex10-6arogocapital.htm VOTING AGREEMENT Exhibit 10.6 FORM OF VOTING AGREEMENT This VOTING AGREEMENT, dated as of April 25, 2022 (this “Agreement”), by and among the Arogo Capital Acquisition Corp., a Delaware corporation (the “Purchaser”), Eon Reality, Inc., a California corporation (the “Company”), and each of the stockholders of the Company whose names appear on the signature p

April 26, 2022 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2022 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State or other jurisdiction of incorporation) (Com

April 26, 2022 EX-10.4

Purchaser Support Agreement.

Exhibit 10.4 PURCHASER SUPPORT AGREEMENT This PURCHASER SUPPORT AGREEMENT, dated as of April 25, 2022 and effective as of the Closing Date (this “Agreement”), by and among Koo Dom Investment, LLC, a Delaware limited liability company (“Sponsor” or “Purchaser Representative”), Arogo Capital Acquisition Corp., a Delaware corporation (“Purchaser”), and Eon Reality, Inc., a California corporation (the

April 26, 2022 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2022 AROGO CAPITAL ACQU

425 1 ea158810-8k425arogo.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2022 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41179 87-1118179 (State

April 26, 2022 EX-10.3

Registration Rights Agreement.

EX-10.3 5 ea158810ex10-3arogocapital.htm REGISTRATION RIGHTS AGREEMENT Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [●] 2022 by and among (i) Arogo Capital Acquisition Corp., a Delaware corporation (the “Purchaser”), and (ii) and the undersigned parties listed under Investor on the signature page hereto (each such p

April 26, 2022 EX-2.1

Agreement and Plan of Merger, dated April 25, 2022, by and among Arogo, Merger Sub, EON, Koo Dom Investment LLC as Purchaser Representative and EON as Seller Representative.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among Arogo Capital Acquisition Corp., as the Purchaser, Arogo Merger Sub, Inc., as Merger Sub, Koo Dom Investment, LLC, in the capacity as the Purchaser Representative, and EON Reality, Inc., as the Company and in the capacity as the Seller Representative, Dated as of April 25, 2022 TABLE OF CONTENTS Page Article I. MERGER 1 1.1. Merger 3 1.2. Trans

April 26, 2022 EX-10.1

Form of Lock-up Agreement.

EX-10.1 3 ea158810ex10-1arogocapital.htm FORM OF LOCK-UP AGREEMENT Exhibit 10.1 EON Reality, Inc. LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●] by and among (i) EON Reality, Inc., a California corporation (together with its successors, the “Company”), (ii) Arogo Capital Acquisition Corp., a Delaware special purpose acquisition company (the “Purchase

April 26, 2022 EX-10.2

Non-Competition Agreement.

EX-10.2 4 ea158810ex10-2arogocapital.htm NON-COMPETITION AGREEMENT Exhibit 10.2 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) has been executed, and is effective as of the Closing Date, by and between Eon Reality, Inc, a California corporation (the “Company”) and key management and certain significant Company Stockholders (as

April 26, 2022 EX-10.7

2022 Equity Incentive Plan

EX-10.7 9 ea158810ex10-7arogocapital.htm 2022 EQUITY INCENTIVE PLAN Exhibit 10.7 AROGO CAPITAL ACQUISITION CORP.1 2022 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Arogo Capital Acquisition Corp. 2022 Equity Incentive Plan (the “Plan”) is to provide a means through which the Company and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers,

April 26, 2022 EX-2.1

Agreement and Plan of Merger, dated April 25, 2022, by and among Arogo, Arogo Merger Sub, EON Reality, Koo Dom Investment LLC as Purchaser Representative and EON Reality, Inc. as Seller Representative.*

EX-2.1 2 ea158810ex2-1arogocapital.htm AGREEMENT AND PLAN OF MERGER, DATED APRIL 25, 2022, BY AND AMONG AROGO, MERGER SUB, EON, KOO DOM INVESTMENT LLC AS PURCHASER REPRESENTATIVE AND EON AS SELLER REPRESENTATIVE Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among Arogo Capital Acquisition Corp., as the Purchaser, Arogo Merger Sub, Inc., as Merger Sub, Koo Dom Investment, LLC, in the capacity as

April 26, 2022 EX-10.7

2022 Equity Incentive Plan

Exhibit 10.7 AROGO CAPITAL ACQUISITION CORP.1 2022 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Arogo Capital Acquisition Corp. 2022 Equity Incentive Plan (the ?Plan?) is to provide a means through which the Company and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and prospective directors, offi

April 26, 2022 EX-10.5

Restrictive Covenant Agreement

EX-10.5 7 ea158810ex10-5arogocapital.htm RESTRICTIVE COVENANT AGREEMENT Exhibit 10.5 RESTRICTIVE COVENANT AGREEMENT This RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is entered into as of [●], by and between Arogo Capital Acquisition Corp., a Delaware corporation (“Purchaser”), Koo Dom Investment LLC, a Delaware limited liability company as the purchaser representative (“Purchaser Representat

April 26, 2022 EX-99.1

2

EX-99.1 10 ea158810ex99-1arogocapital.htm PRESS RELEASE, DATED APRIL 26, 2022 Exhibit 99.1 Arogo Capital Acquisition Corp. Enters Into Business Combination Agreement with EON Reality Inc., a Leading Virtual and Augmented Reality and Knowledge Metaverse Company EON Reality, Inc. Will Become a Public Company Listed on NASDAQ Under the Name EON Reality, Inc. - Transaction solidifies EON Reality Inc.’

April 26, 2022 EX-10.1

Form of Lock-up Agreement.

Exhibit 10.1 EON Reality, Inc. LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of [?] by and among (i) EON Reality, Inc., a California corporation (together with its successors, the ?Company?), (ii) Arogo Capital Acquisition Corp., a Delaware special purpose acquisition company (the ?Purchaser?), (iii) Koo Dom Investment, LLC, a Delaware limited liability co

April 26, 2022 EX-10.6

Voting Agreement

EX-10.6 8 ea158810ex10-6arogocapital.htm VOTING AGREEMENT Exhibit 10.6 FORM OF VOTING AGREEMENT This VOTING AGREEMENT, dated as of April 25, 2022 (this “Agreement”), by and among the Arogo Capital Acquisition Corp., a Delaware corporation (the “Purchaser”), Eon Reality, Inc., a California corporation (the “Company”), and each of the stockholders of the Company whose names appear on the signature p

April 26, 2022 EX-99.1

2

EX-99.1 10 ea158810ex99-1arogocapital.htm PRESS RELEASE, DATED APRIL 26, 2022 Exhibit 99.1 Arogo Capital Acquisition Corp. Enters Into Business Combination Agreement with EON Reality Inc., a Leading Virtual and Augmented Reality and Knowledge Metaverse Company EON Reality, Inc. Will Become a Public Company Listed on NASDAQ Under the Name EON Reality, Inc. - Transaction solidifies EON Reality Inc.’

April 26, 2022 EX-10.5

Restrictive Covenant Agreement

EX-10.5 7 ea158810ex10-5arogocapital.htm RESTRICTIVE COVENANT AGREEMENT Exhibit 10.5 RESTRICTIVE COVENANT AGREEMENT This RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is entered into as of [●], by and between Arogo Capital Acquisition Corp., a Delaware corporation (“Purchaser”), Koo Dom Investment LLC, a Delaware limited liability company as the purchaser representative (“Purchaser Representat

April 26, 2022 EX-10.2

Non-Competition Agreement.

Exhibit 10.2 NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this ?Agreement?) has been executed, and is effective as of the Closing Date, by and between Eon Reality, Inc, a California corporation (the ?Company?) and key management and certain significant Company Stockholders (as defined in the Merger Agreement (as defined below)) (the ?Subject P

March 31, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ 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 COR

March 31, 2022 EX-4.5

Description of Registered Securities*

EX-4.5 2 f10k2021ex4-5arogocapital.htm DESCRIPTION OF REGISTERED SECURITIES Exhibit 4.5 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock,

February 10, 2022 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2022 Arogo Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41179 87-1118179 (

February 10, 2022 EX-99.1

Arogo Capital Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants

Exhibit 99.1 Arogo Capital Acquisition Corp. Announces the Separate Trading of its Class A Common Stock and Warrants MIAMI BEACH, FL/February 10, 2022/ Arogo Capital Acquisition Corp. (Nasdaq: AOGOU) (the "Company"), a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one

February 9, 2022 SC 13G

Yakira Capital Management, Inc.

SC 13G 1 arogo13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arogo Capital Acquisition Corp. (Name of Issuer) Units, each consisting of one share of Class A common stock and one warrant (Title of Class of Securities) 042644203 (CUSIP Number) BRUCE KALLINS, PRINCIPAL; 1555 POST ROAD EAST, SUITE

January 5, 2022 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2021 Arogo Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41179 87-1118179 (

January 5, 2022 EX-99.1

Arogo Capital Acquisition Corp. INDEX TO FINANCIAL STATEMENT

EX-99.1 2 ea153517ex99-1arogocap.htm AUDITED BALANCE SHEET Exhibit 99.1 Arogo Capital Acquisition Corp. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 29, 2021 F-3 Notes to Balance Sheet F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Arogo Capital Acquisition C

January 3, 2022 SC 13G

Space Summit Capital LLC - SC 13G

SC 13G 1 tm221373d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Arogo Capital Acquisition Corp. (Name of Issuer) Units (Title of Class of Securities) 042644203 (CUSIP Number) December 27, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig

January 3, 2022 SC 13G

Feis Lawrence Michael - SCHEDULE 13G

Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 30, 2021 EX-4.1

Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. (1)

EX-4.1 4 ea153211ex4-1arogocap.htm WARRANT AGREEMENT, DATED DECEMBER 23, 2021, BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 4.1 WARRANT AGREEMENT AROGO CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY This Warrant Agreement (this “Agreement”), is made as of December 23, 2021, between Arogo Capital Acquisition Corp., a Delaware corporation (the

December 30, 2021 EX-10.4

Placement Unit Purchase Agreement between the Registrant and Singto, LLC, f/k/a Koo Dom Investment, LLC (1)

EX-10.4 8 ea153211ex10-4arogocap.htm PLACEMENT UNIT PURCHASE AGREEMENT, DATED DECEMBER 23, 2021, BETWEEN THE COMPANY AND KOO DOM INVESTMENT LLC Exhibit 10.4 Arogo Capital Acquisition Corp 848 Brickell Avenue, Penthouse 5, Miami, FL 33131. December 23, 2021 Ladies and Gentlemen: Arogo Capital Acquisition Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more bu

December 30, 2021 EX-10.3

Registration Rights Agreement between the Registrant and certain security holders (1)

EX-10.3 7 ea153211ex10-3arogocap.htm REGISTRATION RIGHTS AGREEMENT, DATED DECEMBER 23, 2021, AMONG THE COMPANY AND CERTAIN SECURITYHOLDERS Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 23, 2021, is made and entered into by and among Arogo Capital Acquisition Corp., a Delaware corporation (the “Company”), Koo Dom Investment LL

December 30, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 ea153211-8karogocap.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2021 Arogo Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdic

December 30, 2021 EX-99.2

Arogo Capital Acquisition Corp. Announces Closing of Initial Public Offering and Exercise of Full Over-Allotment Option

EX-99.2 12 ea153211ex99-2arogocap.htm PRESS RELEASE DATED DECEMBER 29, 2021 Exhibit 99.2 Arogo Capital Acquisition Corp. Announces Closing of Initial Public Offering and Exercise of Full Over-Allotment Option Miami, FL – December 29, 2021 – Arogo Capital Acquisition Corp. (the “Company”) announced today the closing of its initial public offering of 9,000,000 units at $10.00 per unit (the “Offering

December 30, 2021 EX-10.1

Letter Agreement among the Registrant and our officers, directors and Singto, LLC, f/k/a Koo Dom Investment, LLC (1)

EX-10.1 5 ea153211ex10-1arogocap.htm LETTER AGREEMENT, DATED DECEMBER 23, 2021, AMONG THE COMPANY, KOO DOM INVESTMENT LLC AND EACH OF THE EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY Exhibit 10.1 December 23, 2021 Arogo Capital Acquisition Corp. 848 Brickell Avenue, Penthouse 5, Miami, FL 33131. Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being del

December 30, 2021 EX-10.6

Administrative Services Agreement between Koo Dom Investment LLC and the Registrant. (1)

EX-10.6 10 ea153211ex10-6arogocap.htm ADMINISTRATIVE SUPPORT AGREEMENT, DATED DECEMBER 23, 2021, BY AND BETWEEN THE COMPANY AND KOO DOM INVESTMENT LLC Exhibit 10.6 Arogo Capital Acquisition Corp. December 23, 2021 Koo Dom Investment LLC Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Arogo Capital Acquisition Corp. (the “Company”) and Koo Dom Investm

December 30, 2021 EX-3.1

Amended and Restated Certificate of Incorporation.*

EX-3.1 3 ea153211ex3-1arogocap.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION DATED NOVEMBER 9, 2021 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AROGO CAPITAL ACQUISITION CORPORATION November 9, 2021 Arogo Capital Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The na

December 30, 2021 EX-99.1

Arogo Capital Acquisition Corp. Announces Pricing of $90,000,000 Initial Public Offering

Exhibit 99.1 Arogo Capital Acquisition Corp. Announces Pricing of $90,000,000 Initial Public Offering Miami, FL – December 23, 2021 – Arogo Capital Acquisition Corp. (the “Company”) announced today that it priced its initial public offering of 9,000,000 units at $10.00 per unit. The units will be listed on the Nasdaq Global Market (“Nasdaq”) and are expected to begin trading on Monday, December 27

December 30, 2021 EX-10.5

Form of Indemnification Agreement (1)

EX-10.5 9 ea153211ex10-5arogocap.htm FORM OF INDEMNITY AGREEMENT Exhibit 10.5 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2021, between Arogo Capital Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as dire

December 30, 2021 EX-10.2

Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. (1)

EX-10.2 6 ea153211ex10-2arogocap.htm INVESTMENT MANAGEMENT TRUST AGREEMENT, DATED DECEMBER 23, 2021, BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 23, 2021 by and between Arogo Capital Acquisition Corp., a Delaware corporation (the “

December 30, 2021 EX-1.1

Underwriting Agreement, dated December 29, 2021, by and between Arogo and EF Hutton, division of Benchmark Investments LLC, as representatives of the several underwriters.*

EX-1.1 2 ea153211ex1-1arogocap.htm UNDERWRITING AGREEMENT, DATED DECEMBER 23, 2021, BETWEEN THE COMPANY AND EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC, AS REPRESENTATIVE OF THE UNDERWRITERS NAMED THEREIN Exhibit 1.1 9,000,000 Units Arogo Capital Acquisition Corp. UNDERWRITING AGREEMENT December 23, 2021 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New Yor

December 29, 2021 SC 13G/A

K2 PRINCIPAL FUND, L.P.

SC 13G/A 1 13GAARGOU20211229.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A (Rule 13d-102) Amendment No. 1 Under the Securities Exchange Act of 1934 Arogo Capital Acquisition Corp. (Name of Issuer) Class A Common Share (Title of Class of Securities) 042644203** (CUSIP Number) December 28, 2021 (Date of Event which Requires Filing of this Statement) Check

December 28, 2021 424B4

Arogo Capital Acquisition Corp. 9,000,000 Units

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-259338 $90,000,000 Arogo Capital Acquisition Corp. 9,000,000 Units Arogo Capital Acquisition Corp. is a newly organized blank check company 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, which we refer

December 27, 2021 SC 13G

K2 PRINCIPAL FUND, L.P.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 Arogo Capital Acquisition Corp (Name of Issuer) Class A Common Share (Title of Class of Securities) 042644203** (CUSIP Number) December 27, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

December 21, 2021 CORRESP

December 21, 2021

CORRESP 1 filename1.htm December 21, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Arogo Capital Acquisition Corp. Registration Statement on Form S-1 File No. 333-259338 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), EF Hutton, division of Benchmark In

December 21, 2021 CORRESP

AROGO CAPITAL ACQUISITION CORP.

CORRESP 1 filename1.htm AROGO CAPITAL ACQUISITION CORP. December 21, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Janice Adeloye Re: Arogo Capital Acquisition Corp. (the “Company”) Registration Statement on Form S-1 (File No. 333- 259338) (the “Registration Statement”) Dear Ms. Adeloye, The Company

December 17, 2021 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Arogo Capital Acquisition Corp. (Exact name o

8-A12B 1 ea152520-8a12barogocapital.htm REGISTRATION OF CERTAIN CLASSES OF SECURITIES UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Arogo Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 87-1118179 (S

November 23, 2021 EX-10.2

Promissory Note, dated June 30, 2021, issued to Koo Dom Investment LLC and Amendment to Promissory Note, dated October 26, 2021, issued to Koo Dom Investment LLC**

EX-10.2 3 ea150947ex10-2arogo.htm PROMISSORY NOTE, DATED JUNE 30, 2021, ISSUED TO KOO DOM INVESTMENT LLC AND AMENDMENT TO PROMISSORY NOTE, DATED OCTOBER 26, 2021, ISSUED TO KOO DOM INVESTMENT LLC Exhibit 10.2 THE PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, T

November 23, 2021 EX-1.1

Form of Underwriting Agreement**

EX-1.1 2 ea150947ex1-1arogo.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 9,000,000 Units Arogo Capital Acquisition Corp. UNDERWRITING AGREEMENT November [ ], 2021 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Arogo Capital Acquisition Corp.

November 23, 2021 S-1/A

As filed with the U.S. Securities and Exchange Commission on November 22, 2021

As filed with the U.S. Securities and Exchange Commission on November 22, 2021 Registration No. 333-259338 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Arogo Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 87-1118179 (State or other jurisdict

October 25, 2021 EX-4.4

Certificate of Amendment to Amended and restated Certificate of Incorporation (9)

Exhibit 4.4 WARRANT AGREEMENT AROGO CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY This Warrant Agreement (this “Agreement”), is made as of [ ], 2021, between Arogo Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”). WHE

October 25, 2021 EX-10.1

Form of Letter Agreement among the Registrant and our officers, directors and Koo Dom Investment LLC **

Exhibit 10.1 [ ], 2021 Arogo Capital Acquisition Corp. 848 Brickell Avenue, Penthouse 5, Miami, FL 33131. Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Arogo Capital Acquisition Corp., a Delaware corporation (the “Company

October 25, 2021 EX-10.6

Form of Placement Unit Purchase Agreement between the Registrant and Koo Dom Investment LLC *

EX-10.6 11 ea149337ex10-6arogo.htm FORM OF PLACEMENT UNIT PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND KOO DOM INVESTMENT LLC Exhibit 10.6 Arogo Capital Acquisition Corp 848 Brickell Avenue, Penthouse 5, Miami, FL 33131. [], 2021 Ladies and Gentlemen: Arogo Capital Acquisition Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “B

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