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 March 29, 2023 to December 29, 2023 (or such earlier date as determined by the Company’s board of directors) (the “Extension”) at the special meeting of stockholders held on March 24, 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 will deposit an amount equal to $0.0345 per share for each public share or $191,666 (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 March 29, 2023, to April 29, 2023. This extension is the first of up to nine 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 5,289,280 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 $55,272,976 (approximately $10.45 per share) will be removed from the Trust Account to pay such holders. Following the redemption, the Company’s remaining shares of common stock outstanding were 5,552,745. Arogo will deposit into the Trust Account $191,666 for the initial extension period (commencing March 29, 2023 and ending April 29, 2023).
The Company also made an amendment to the Company’s investment management trust agreement (the “Trust Agreement”), dated as of December 23, 2021, by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to extend the business combination period from March 29, 2023, to December 29, 2023, and updating certain defined terms in the Trust Agreement.
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”).
