Item 8.01 Other Events
As previously reported on a Current
Report on Form 8-K filed, on April 25, 2022, Arogo Capital Acquisition Corp., a Delaware corporation (“Arogo”), entered
into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Arogo, Arogo Merger Sub, Inc., a Delaware
corporation and wholly-owned subsidiary of Arogo (“Merger Sub”), EON Reality, Inc., a California corporation (“EON”),
Koo Dom Investment, LLC, in its capacity as (“Arogo Representative”), and EON, in its capacity as (“Seller
Representative”). As previously disclosed on October 6, 2022, the parties to the Merger Agreement entered into that certain
First Amendment to the Agreement and Plan of Merger (the “Amendment”).
Furnished as Exhibit 99.1 hereto
and incorporated into this Item 7.01 by reference is a press release issued by the Company in connection with the filing by the Company
of a registration statement on Form S-4 under the Securities Act of 1933, as amended, relating to the Merger Agreement and the transactions
contemplated thereby.
The information in this Item 7.01,
including Exhibit 99.1, is being furnished and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed
to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information and Where to Find It
For additional information on
the proposed business combination transaction, see Arogo’s registration statement on Form S-4, filed with the SEC on October 6,
2022. In connection with the proposed business combination transaction, Arogo has filed relevant materials with the Securities and Exchange
Commission (the “SEC”), including a registration statement on Form S-4, which includes 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, 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, 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 is included in the proxy statement/prospectus
for the proposed business combination 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 is included in the proxy statement/prospectus pertaining to the proposed business combination, dated October 6, 2022.
These documents can be obtained free of charge from the source indicated above. EON 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
is included in the proxy statement/prospectus for the proposed business combination.
No Offer or Solicitation
This Current Report on Form
8-K does not constitute (i) a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed
business combination, or (ii) an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or
approval, nor shall there be any sale of securities in any jurisdiction 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 the U.S. Securities Act.
Forward Looking Statements
This Current Report on Form
8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. Arogo and EON’s actual results may differ from their expectations, estimates and projections and
consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”
“plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,”
“potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, Arogo’s and EON’s expectations with respect to future performance
and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination
and the timing of the completion of the Business Combination. These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the expected results. Most of these factors are outside Arogo’s and
EON’s control and are difficult to predict. All forward-looking statements are based upon estimates, forecasts and assumptions that,
while considered reasonable by Arogo and its management, and EON and its management, as the case may be, are inherently uncertain and
many factors may cause the actual results to differ materially from current expectations which include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or could otherwise
cause the Business Combination to fail to close; (2) the outcome of any legal proceedings that may be instituted against Arogo or EON
following the announcement of the Merger Agreement, any amendments thereto, and the Business Combination; (3) the inability to complete
the Business Combination, including due to failure to obtain approval of the stockholders of Arogo or other conditions to closing in the
Merger Agreement; (4) the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere
with the Business Combination; (5) the inability to obtain the listing of the common stock of the post-acquisition EON on the Nasdaq Stock
Market or any alternative national securities exchange following the Business Combination; (6) the risk that the announcement and consummation
of the Business Combination disrupts current plans and operations; (7) the ability to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things, competition, the ability of the combined EON to grow and manage growth profitably
and retain its key employees; (8) costs related to the Business Combination; (9) changes to the proposed structure of the Business Combination
that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of
the Business Combination; (10) the ability of EON to successfully increase market penetration into its target markets; (11) the addressable
markets that EON intends to target do not grow as expected; (12) the inability to protect EON’s intellectual property; (13) EON’s
projected financial results and meeting or satisfying the underlying assumptions with respect thereto; (14) the risk that the Business
Combination may not be completed in a timely manner or at all, which may adversely affect the price of Arogo’s securities; (15)
changes in applicable laws or regulations; (16) the possibility that EON may be adversely affected by other economic, business, and/or
competitive factors; (17) the impact of COVID-19 on the combined EON’s business; and (18) other risks and uncertainties set forth
in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Arogo’s
Form S-1 (File No. 333-259338), Annual Report on Form 10-K for the year ended December 31, 2021, Quarterly Report on Form 10-Q for the
quarter ended June 30, 2022 and the registration statement on Form S-4 with the SEC, as it may be amended, which is subject to change
and includes a document that serves as a prospectus and proxy statement of Arogo, and other reports and documents filed by Arogo from
time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and
results to differ materially from those contained in the forward-looking statements. Arogo cautions that the foregoing list of factors
is not exclusive. Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the contemplated results of such forward looking statements will be achieved.
You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Arogo does not undertake
or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any
change in its expectations or any change in events, conditions or circumstances on which any such statement is based, except as otherwise
required by law.
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 or the date of such information in the case of
information from persons other than Arogo or EON, 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’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
gives any assurance that either Arogo or EON, respectively, will achieve its expectations.
