EON Reality, Inc. executed the letter of intent to acquire Arogo Capital Acquisition Corp. (NasdaqGM:AOGO) from Koo Dom Investment, LLC and others in a reverse merger transaction on March 3, 2022. EON Reality, Inc. entered into a definitive agreement to acquire Arogo Capital Acquisition Corp. (NasdaqGM:AOGO) from Koo Dom Investment, LLC and others for approximately $550 million in a reverse merger transaction on April 25, 2022. As consideration for the transaction, the holders of EON securities collectively shall be entitled to receive from Arogo, in the aggregate, a number of Arogo securities with an aggregate value equal to $550 million minus the amount of Closing Net Indebtedness. The transaction implies a proforma company enterprise value of approximately $655 million. Additionally, Arogo shall make available to EON up to $105 million for working capital use and general corporate purposes, assuming no redemptions and the proceeds from any PIPE Investment. EON Reality shall combine with a 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 will apply to list its common stock under the symbol EOXR and its warrants, if any, under the symbol EOXRW. EON Reality, Inc., shall be led by Dan Lejerskar. Arogo shall pay a termination fee of $1.2 million to EON and EON shall pay a termination fee of $1.2 million to Arogo.

The deal has been unanimously approved by the Board of Directors of Arogo and also been approved by the Board of Directors and the majority of shareholders of EON Reality. The deal is subject to the approval by Arogo stockholders, satisfaction or waiver of the conditions stated in the transaction and other customary closing conditions, including a registration statement being declared effective by the U.S. Securities and Exchange Commission, approvals of any required governmental authorities and the expiration or termination of any anti-trust waiting periods, receipt of specified third-party consents, Arogo shall have at least $5 million of net tangible assets, members of Arogo Board shall have been elected or appointed and approval by Nasdaq to list the securities of the emerged company. The shareholders meeting of Arogo is scheduled on March 24, 2023 for the extension amendment proposal. On March 24, 2023, Arogo Capital Acquisition Corp. held a Special Meeting of Stockholders. 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 $0.0378 per share for each public share or $191,666, prior to the commencement of each extension period. The Company filed the Charter Amendment with the Office of the Secretary of State of Delaware on March 28, 2023. On March 30, 2023, Arogo Capital Acquisition Corp. will extend the period of time it has to consummate its initial business combination by one month from March 29, 2023 to April 29, 2023. As of May 2, 2023, Arogo Capital Acquisition Corp., a Delaware corporation (the ?Company?), issued a press release announcing that on April 25, 2023, it caused to be deposited $191,666 into the Company?s Trust account for its public stockholders, representing $0.0378 per public share, allowing the Company to extend the period of time it has to consummate its initial business combination by one month from April 29, 2023 to May 29, 2023 (the ?Extension?). The Extension is the second of nine-monthly extensions permitted under the Company?s governing documents. The transaction is expected to close by the second half of 2022. As of October 7, 2022, the transaction is expected be completed in the first half of 2023. The transaction is expected to provide EON Reality with approximately $101 million in cash proceeds to its balance sheet, assuming no redemptions and before the payment of transactional fees and expenses. As per the filling on June 1, 2023, Arogo Capital Acquisition extend the period of time it has to consummate its initial business combination by one month from May 29, 2023 to June 29, 2023. As on July 25, 2023, Arogo deposited $191,666 as an extension payment to extend the business combination date from July 29, 2023 to August 29, 2023. As on August 25, 2023, Arogo deposited $191,666 as an extension payment to extend the business combination date from August 29, 2023 to September 29, 2023. As per filling on September 28, 2023, Arogo Capital Acquisition deposited an amount equal to $0.04 million into the company trust account for its public stockholders, 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.

ARC Capital is serving as sole financial advisor to Arogo. EF Hutton, division of Benchmark Investments, LLC, is serving as capital markets advisor. Andrew M. Tucker, Matthew G. Huddle, Nichole Hayden, Michelle Johnson, Drew Hermiller, and Colleen Kline of Nelson Mullins Riley & Scarborough LLP is serving as legal advisor and due diligence provider to Arogo. Andrew J. Sherman of Seyfarth Shaw LLP is serving as legal advisor to EON Reality. Marshall & Stevens Incorporated acted as fairness opinion provider to Arogo. Continental Stock Transfer & Trust Company acted as transfer agent, while Laurel Hill Advisory Group, LLC acted as information agent with a service fee of $13,500 to Arogo.

EON Reality, Inc. cancelled the acquisition of Arogo Capital Acquisition Corp. (NasdaqGM:AOGO) from Koo Dom Investment, LLC and others in a reverse merger transaction on November 9, 2023. As a result, Arogo will seek an alternative business combination.