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 of its series of continuing
education program, that Dr. Renah Wolzinger will be hosting a webinar on Wednesday August 3, 2022 at 7 pm (PDT). In this webinar,
EON users will discover how to build their own world in seconds by adding models, multiple objects, environments, avatars and custom content
using the EON Metaverse Builder.
All interested parties may visit this link
to the webinar page on Wednesday at 7 pm (PDT): https://eonreality.com/eon-xr-user-workshop-july-2022/ [eonreality.com]
About EON Reality
EON Reality is a leading company
in Augmented and Virtual Reality-based experience creation for education and industry as well as the reputed creators of the Knowledge
Metaverse. EON Reality’s over 20 years of existence and success are tied to its belief that
knowledge is a human right and should be available, accessible, and affordable for every person on the planet. To carry this out, EON
Reality developed and launched EON-XR, a SaaS-based platform dedicated to the democratization of XR content creation that brings code-free
XR development and publishing to smartphones, tablets, laptops, and any other XR-focused devices. EON-XR can be used in devices of different
sizes, in different shapes and at different types of locations: from hand-held mobile devices, to head-mounted displays, to large-scale
screens, and even at mega-size facilities. EON Reality’s global network now comprises more than 1.1 million licenses who are collectively
building the Knowledge Metaverse in more than 75 locations. EON Reality has also created the world’s leading XR library for education
and industry with access to at least 2.16 million 3D assets and counting. For further information, visit www.eonreality.com.
Additional Information and
Where to Find It
In connection with the proposed
business combination transaction, Arogo intends to file relevant materials with the Securities and Exchange Commission (the “SEC”),
including a registration statement on Form S-4, which will include a proxy statement/prospectus of Arogo, and other documents regarding
the proposed business combination transaction. Arogo’s stockholders and other interested persons are advised to read, when available,
the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement and documents incorporated by
reference therein filed in connection with the proposed business combination transaction, as these materials will contain important information
about EON Reality, Arogo and the proposed business combination transaction. Promptly after the Form S-4 is declared effective by the SEC,
Arogo will mail the definitive proxy statement/prospectus and a proxy card to each stockholder entitled to vote at the meeting relating
to the approval of the business combination and other proposals set forth in the proxy statement/prospectus. Before making any voting
or investment decision, investors and stockholders of Arogo are urged to carefully read the entire registration statement and proxy statement/prospectus,
when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents,
because they will contain important information about the proposed business combination transaction. The documents filed by Arogo with
the SEC may be obtained free of charge at the SEC’s website at www.sec.gov, (Registration No. 333-259338), or by directing a request
to Arogo Capital Acquisition Corp., 848 Brickell Avenue, Penthouse 5, Miami, FL 33131.
Participants in the Solicitation
Arogo and its directors and executive
officers may be deemed participants in the solicitation of proxies from its stockholders with respect to the business combination. A list
of the names of those directors and executive officers and a description of their interests in Arogo will be included in the proxy statement/prospectus
for the proposed business combination when available at www.sec.gov. Information about Arogo’s directors and executive officers
and their ownership of Arogo common stock is set forth in Arogo’s prospectus, dated December 23, 2021, as modified or supplemented
by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants
in the proxy solicitation will be included in the proxy statement/prospectus pertaining to the proposed business combination when it becomes
available. These documents can be obtained free of charge from the source indicated above.
EON Reality and its directors
and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Arogo in connection
with the proposed business combination. A list of the names of such directors and executive officers and information regarding their interests
in the proposed business combination will be included in the proxy statement/prospectus for the proposed business combination.
Forward Looking Statements
This communication contains certain
statements which may be deemed as “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995 and other securities laws. Such statements include, but are not limited to, statements about future financial and operating
results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements
identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,”
“estimated,” “believe,” “intend,” “plan,” “projection,” “outlook”
or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding EON Reality’s
industry and market sizes, future opportunities for EON Reality and Arogo, EON Reality’s estimated future results and the proposed
business combination between Arogo and EON Reality, including the implied enterprise value, the expected transaction and ownership structure
and the likelihood, timing and ability of the parties to successfully consummate the proposed transaction. Such forward-looking statements
are based upon the current beliefs and expectations of the management and are inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the management’s control.
Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.
In addition to factors previously
disclosed in Arogo’s reports filed with the SEC and those identified elsewhere in this communication, the following factors, among
others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed
in the forward-looking statements: inability to meet the closing conditions to the business combination, including the occurrence of any
event, change, legal proceedings instituted against EON Reality or against Arogo related to the business combination agreement or the
management team, or other circumstances that could give rise to the termination of the business combination agreement; the inability to
complete the transactions contemplated by the business combination agreement due to the failure to obtain approval of Arogo’s stockholders;
redemptions exceeding a maximum threshold or the failure to meet The Nasdaq Stock Market’s initial listing standards in connection
with the consummation of the contemplated transactions; costs related to the transactions contemplated by the business combination agreement;
a delay or failure to realize the expected benefits from the proposed business combination agreement transaction including EON Reality’s
ability to effectively develop and successfully market new products, solutions and services, and to effectively address cost reductions
and other changes in its industry; risks related to disruption of management’s time from ongoing business operations due to the
proposed business combination transaction; changes in the virtual reality markets in which EON Reality competes, including with respect
to its competitive landscape, technology evolution or regulatory changes on solutions, services, labor matters, international economic,
political, legal, compliance and business factors; developments and uncertainties in domestic and foreign trade policies and regulations,
and other regulations which may cause contractions or affect growth rates and cyclicality of markets EON Reality serve; disruptions relating
to war, terrorism, widespread protests and civil unrest, man-made and natural disasters, public health issues and other events; changes
in domestic and global general economic conditions; risk that EON Reality may not be able to execute its growth strategies; security breaches
or other disruptions of EON Reality information technology systems or violations of data privacy laws; EON Reality’s inability to
adequately protect its intellectual property; risks related to the ongoing COVID-19 pandemic and response, including new variants of the
virus; the pace of recovery in the markets in which EON Reality operates; global supply chain disruptions and potential staffing shortages
at potential customers which may have a trickle-down effect on EON Reality; risk that EON Reality may not be able to develop and maintain
effective internal controls; and other risks and uncertainties indicated in Arogo’s final prospectus, dated December 23, 2021, for
its initial public offering, and those that will be contained in the proxy statement/prospectus relating to the proposed business combination,
including those under “Risk Factors” therein, and in Arogo’s other filings with the SEC. EON Reality and Arogo caution
that the foregoing list of factors is not exclusive. These forward-looking statements are provided for illustrative purposes only and
are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability.
Actual results, performance or
achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions
on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future
performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance
as projected financial information and other information are based on estimates and assumptions that are inherently subject to various
significant risks, uncertainties and other factors, many of which are beyond the management’s control. All information set forth
herein speaks only as of the date hereof in the case of information about Arogo and EON Reality or the date of such information in the
case of information from persons other than Arogo or EON Reality, and except to the extent required by applicable law, we disclaim any
intention or obligation to update or revise any forward-looking statements as a result of new information, future events and developments
or otherwise occurring after the date of this communication. Forecasts and estimates regarding EON Reality’s industry and markets
are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in
whole or in part. Projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual
results. Neither Arogo nor EON Reality gives any assurance that either Arogo or EON Reality, respectively, will achieve its expectations.
No Offer or Solicitation
This press release shall not
constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business
combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Contact Information:
Marketing@eonreality.com
3
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