UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 5, 2024
AROGO CAPITAL ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-41179 | | 87-1118179 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
848 Brickell Avenue, Penthouse 5, Miami, FL 33131
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (786) 442-1482
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
| Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant | | AOGOU | | The Nasdaq Stock Market LLC |
| Class A Common Stock, $0.0001 par value per share | | AOGO | | The Nasdaq Stock Market LLC |
| Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | | AOGOW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.03 Material Modification to Rights of Security Holders.
The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03 to the extent required.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 5, 2024, Arogo Capital Acquisition Corp (the “Company” or “Arogo”) held a special meeting of stockholders (the “Special Meeting”). As described in more detail in Item 5.07, the stockholders approved the Optional Conversion Amendment Proposal (defined below) to amend the Company’s amended and restated certificate of incorporation, as further amended on March 28, 2023 and September 28, 2023 (the “Charter”), and authorized the Company to file the Third Amendment to the Company’s Charter with the Secretary of State of Delaware (the “Third Amendment”). Following approval of the Optional Conversion Amendment Proposal by the stockholders, the Company promptly filed the Third Amendment with the Secretary of State of Delaware, a copy of which is attached as Exhibit 3.1 to this report and is incorporated by reference herein. The information included in Item 5.07 is incorporated by reference in this item to the extent required.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Special Meeting, the Company’s stockholders approved the proposal to amend the Company’s Charter to provide for the right of a holder of Class B Common Stock, par value $0.0001 per share, of the Company (“Class B Common Stock”), to convert such Class B Common Stock into Class A Common Stock on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder (the “Optional Conversion Amendment” and such proposal, the “Optional Conversion Amendment Proposal. The voting results for the Optional Conversion Amendment Proposal were as follows:
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes | |
| 3,126,767 | | 0 | | 0 | | N/A | |
As there were sufficient votes at the time of the Special Meeting to approve the above proposal, the adjournment proposal, which had been previously voted on by proxy, was not presented to stockholders at the Special Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | AROGO CAPITAL ACQUISITION CORP. |
| | | |
| | By: | /s/ Suradech Taweesaengsakulthai |
| | | Name: | Suradech Taweesaengsakulthai |
| | | Title: | Chief Executive Officer |
| | | |
| Dated: July 10, 2024 | | |
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