via NewMediaWire
— 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 Company must consummate a business combination from
December 29, 2023 to December 29, 2024 (or such earlier date as
determined by the Company’s board of directors) (the “Extension”),
and to decrease the monthly extension fee commencing on September
29, 2023, as more fully described in the proxy statement, at the
special meeting of stockholders held on September 21, 2023 (the
“Special Meeting”). The Extension provides the Company with
additional time to complete the previously announced proposed
business combination (the “Transaction”) with EON Reality, Inc., a
California corporation.
The Company has deposited an amount equal to
$40,000 (the “Extension Payment”) into the Company’s trust account
for its public stockholders (the “Trust Account”), which enables
the Company to further extend the period of time it has to
consummate its initial business combination by one month from
September 29, 2023, to October 29, 2023. This extension is the
first of up to fifteen monthly extensions permitted under the
Certificate of Amendment to the Company’s Amended and Restated
Certificate of Incorporation approved by our stockholders at the
Special Meeting.
Stockholders holding 3,298,311 shares of common
stock of Arogo exercised their right to redeem their shares for a
pro rata portion of the funds in the Trust Account. As a result,
approximately $35,357,893.92 (approximately $10.72 per share) will
be removed from the Trust Account to pay such holders. This amount
is subject to change to account for the payment of tax withdrawals.
Following the redemption, the Company’s remaining shares of Class A
common stock outstanding were 1,762,409. Arogo has deposited into
the Trust Account $40,000 for the initial extension period
(commencing September 29, 2023 and ending October 29, 2023).
The Company also made an amendment to the
Company’s investment management trust agreement (the “Trust
Agreement”), dated as of December 23, 2021, as amended on March 28,
2023, by and between the Company and Continental Stock Transfer
& Trust Company, allowing the Company to extend the business
combination period from December 29, 2023, to December 29, 2024,
and updating certain defined terms in the Trust Agreement.
Business Combination
On April 25, 2022, Arogo entered into an
Agreement and Plan of Merger (as amended on October 6, 2022, and as
it may be further amended or supplemented from time to time, 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 Reality”),
Koo Dom Investment, LLC, in its capacity as Purchaser
Representative, and EON Reality, Inc., in its capacity as Seller
Representative. Pursuant to the Merger Agreement, at the closing of
the transactions contemplated by the Merger Agreement (the
“Closing”), Merger Sub will merge with and into EON Reality, with
EON Reality becoming a wholly-owned, privately-held subsidiary of
Arogo, and Arogo with change its name to EON Reality Holdings,
Inc., which will continue as the surviving public corporation after
the Closing (“EON Reality Holdings”).
About Arogo Capital Acquisition Corp.
Arogo is a blank check company incorporated as a
Delaware corporation on June 9, 2021 for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more
businesses or entities.
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 creator 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 1.8 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 4.4 million 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 filed relevant materials with the
Securities and Exchange Commission (the “SEC”), including a filed
registration statement on Form S-4, which included a draft proxy
statement/prospectus of Arogo on October 7, 2022, and on February
13, 2023, and it intends to file other documents regarding the
proposed business combination transaction with the SEC in the
future. 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, now that
they are available and when they are declared effective, 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.
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. 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.
Cautionary Statement Regarding 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.
Contact Information
Investor RelationsMarketing@eonreality.com
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