Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The Company will deposit no later than March 29, 2023, the amount $191,666 (the
"Extension Payment") into the trust account of the Company for its public
stockholders, representing $0.0345 per public share, 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, (the "April
Extension"). The April 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 (the "Charter Amendment") filed with the
Office of the Secretary of State of Delaware following stockholder approval of
the Extension at the Company's Special Meeting of Stockholders discussed in
Items 5.03 and 5.07 of this report.
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
On March 24, 2023, Arogo Capital Acquisition Corp. (the "Company") held a
Special Meeting of Stockholders (the "Meeting"). At the Meeting, the Company's
stockholders approved the Charter Amendment, which extends the date by which the
Company must consummate its initial Business Combination from March 29, 2023 to
December 29, 2023, subject to the approval of the Board of Directors of the
Company, provided the sponsor or its designees deposit into the trust account an
amount equal to $0.0345 per share for each public share or $191,666, prior to
the commencement of each extension period (the "Extension"). The Company filed
the Charter Amendment with the Office of the Secretary of State of Delaware on
March 28, 2023, a copy of which is attached as Exhibit 3.1 to this report and is
incorporated by reference herein.
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.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Meeting, the Company's stockholders approved the Charter Amendment
extending the date by which the Company must consummate the initial 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 Amendment
Proposal").
The final voting results for the Extension Amendment Proposal were as follows:
For Against Abstain
9,989,610 0 0
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Also at the Meeting, the Company's stockholders approved the proposal to amend
the Company's Trust Agreement, 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 (the " Trust Agreement Proposal").
The final voting results for the Trust Agreement Proposal were as follows:
For Against Abstain
9,989,610 0 0
Stockholders holding 5,289,280 shares of common stock exercised their right to
redeem their shares for cash at an approximate price of $10.45 per share of the
funds in the Trust Account. As a result, approximately $55,272,976 will be
removed from the Trust Account to pay such holders.
Following the redemption, the Company's remaining shares of Class A common stock
outstanding were 5,552,745. The Company must deposit into the Trust Account
$191,666 for the initial extension period (commencing March 29, 2023 and ending
April 29, 2023).
Item 7.01 Regulation FD Disclosure.
On March 28, 2023, the Company issued a press release announcing the Extension.
A copy of the Press Release is furnished as Exhibit 99.1 hereto. The information
in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference in such filing.
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.
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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.
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 the First Amendment
to the Form S-4 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
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibits
3.1 Certificate of Amendment to Amended and restated Certificate of
Incorporation.
99.1 Press Release, dated March 28, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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