Item 8.01 Other Events
As previously announced, Arogo
Capital Acquisition Corp., a Delaware corporation (“Arogo”), has called and provided a notice of a special meeting
of stockholders (the “Special Meeting”) to be held on March 24, 2023 at 8:30 a.m. Eastern Time as a virtual meeting,
to consider and vote upon the matters described in the Company’s definitive proxy statement filed with the Securities and Exchange
Commission on March 13, 2023 (as may be amended, the “Proxy Statement”). At the Meeting, stockholders will be asked
to vote on a proposal to approve an extension of the date by which the Company much consummate an 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”).
Defined terms used but not defined herein have the meanings set forth in the Proxy Statement.
In the Proxy Statement, the number
of shares of outstanding Class A common stock was reported as 10,205,778 shares of Class A common Stock as opposed to the 10,350,000 shares
of Class A common stock sold in the Company’s initial public offering, plus the 25,875 shares of Class A common stock issued to
the underwriters. This is due to the fact that 170,097 public units have not yet been split. The unsplit shares are eligible to be redeemed
upon the holder splitting such public units. The Company is providing its stockholders and other interested parties with the following
update to the terms of the Extension:
| · | the Company currently anticipates that the per-share
price at which Public Shares will be redeemed from cash held in the Trust Account will be approximately $10.30, after taking into account
the 170,097 public units have not yet been split and calculating the per-share price based on 10,350,000 shares of Class A common stock
sold to the public because the underwriters have waived redemption rights with respect to their shares. |
The Company plans to continue
to solicit proxies from stockholders during the period prior to the Special Meeting. Only the holders of the Company’s common stock
as of the close of business on March 2, 2023, the record date for the Special Meeting, are entitled to vote at the Special Meeting.
Forward-Looking Statements
This Current Report on Form 8-K
(“Report”) includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements
that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results
to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without
limitation, uncertainties relating to the Company’s stockholder approval of the Extension Amendment Proposal and the other proposals
described in the Proxy Statement, its inability to complete an initial business combination within the required time period or, and other
risks and uncertainties indicated from time to time in filings with the SEC, including the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2021 and subsequent Quarterly Reports for the quarters ended March 31, 2022, June 30, 2022 and
September 30, 2022 and other documents the Company has filed, or will file, with the SEC. Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking
to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s
expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Participants in the Solicitation
The Company and its directors,
executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of
proxies from the securityholders of the Company in favor of the approval of the Extension Amendment Proposal and the other proposals described
in the Proxy Statement. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests
of the Company’s directors and officers in the Proxy Statement, which may be obtained free of charge from the sources indicated
above.
No Offer or Solicitation
This Report shall not constitute
a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Extension Amendment Proposal.
This communication 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.
Additional Information and Where to Find It
The Company urges investors, stockholders
and other interested persons to read the Proxy Statement as well as other documents filed by the Company with the SEC, because these documents
will contain important information about the Company and the Extension Amendment Proposal. Stockholders may obtain copies of the Proxy
Statement, without charge, at the SEC’s website at www.sec.
