via NewMediaWire – Arogo Capital Acquisition Corp. (NASDAQ: “AOGOU,
AOGO, AOGOW”) (“Arogo”), a special purpose acquisition corporation,
announced today that it has entered into a definitive business
combination agreement with EON Reality, Inc. (“EON Reality”), a
global leader in Virtual and Augmented Reality and Knowledge
Metaverse industry and education solutions. Upon closing of the
transaction, the combined entity, which will retain the name of EON
Reality, Inc., will be led by seasoned chief executive officer, Dan
Lejerskar, Founder, Chairman and CEO of the current EON Reality.
With over 20-years experience as a solution and thought leader
in Virtual and Augmented Reality, EON Reality has grown into a
global leader for academic and industry training solutions. EON
Reality believes that knowledge is a human right which should be
available, accessible, and affordable for every person on the
planet!
To achieve this goal, EON Reality has developed the de-facto
standard for XR education and industry solutions that support
devices from mobile phones to head-mounted displays to large-scale
screens and even to facilities. As a result of the culmination of
years of work with global enterprises and world-class academic
institutions, EON Reality’s EON-XR serves as the primary product
and content delivery vehicle for XR education and industry
solutions.
Founded around EON Reality’s fundamental human right principles
that a person should “Learn, Train, Perform,” EON-XR contains the
backend support and architecture that large organizations need to
quickly and efficiently build, deploy, and scale XR applications to
supplement their employees’ current training and increase
productivity efforts.
Management Comments
“Virtual and Augmented Reality and Knowledge Metaverse are among
the biggest opportunities right now with immense growth potentials
ahead. Amidst all the excitements and rush to enter this space, EON
Reality stands out distinctly and firmly on strong foundations
built over the many years with a clear purpose of making knowledge
available, accessible and affordable for every person on the
planet, and we are extremely delighted to be announcing this
business combination to deliver lasting, positive impact,” says
Suradech Taweesaengsakulthai, CEO and Director of Arogo.
“EON Reality is among the most exciting technology companies we
have encountered in the Virtual and Augmented Reality and the
Knowledge Metaverse spaces, with what the company has been able to
achieve over the years and with all the exciting plans and growth
opportunities globally in the upcoming future. I’m confident that
with this business combination, EON Reality will be propelled onto
a new growth trajectory in existing and new markets in significant
ways,” added Raymond Chee, Chief Strategy Officer of Arogo.
“EON Reality has been a driving force behind the expansion of XR
technology utilization and the Knowledge Metaverse globally for two
decades now. Partnering with Arogo, whose management team knows the
technology industry and how to scale a company of our size, is the
next step in our strategy for growth. We are targeting to reach a
billion users over the coming years and thus make experiential
learning a de-facto standard in knowledge transfer across the
globe,” says Dan Lejerskar, Founder, Chairman and CEO of EON
Reality.
Transaction Overview
Under the terms of the business combination agreement, EON
Reality will combine with a subsidiary of Arogo. and will become a
publicly traded entity under the name “EON Reality, Inc.” EON
Reality will apply to list its common stock under the symbol EOXR
and its warrants, if any, under the symbol EOXRW. The transaction
implies a proforma company enterprise value of approximately $655
million. 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. The acquisition has been unanimously approved by
the board of directors of Arogo. The business combination has also
been approved by the board of directors and the majority of
shareholders of EON Reality.
The transaction is expected to close by the second half of 2022,
subject to, among other things, the approval by Arogo stockholders,
satisfaction or waiver of the conditions stated in the business
combination agreement, and other customary closing conditions,
including a registration statement being declared effective by the
U.S. Securities and Exchange Commission (the “SEC”) and approval by
Nasdaq to list the securities of the emerged company.
About EON Reality
EON Reality is a leading company in Augmented and Virtual
Reality-based experience creation for education and industry as
well as the reputed creators of the Knowledge Metaverse. EON
Reality’s over 20 years of existence and success are tied to its
belief that knowledge is a human right and should be available,
accessible, and affordable for every person on the planet. To carry
this out, EON Reality developed and launched EON-XR, a SaaS-based
platform dedicated to the democratization of XR content creation
that brings code-free XR development and publishing to smartphones,
tablets, laptops, and any other XR-focused devices. EON-XR can be
used in devices of different sizes, in different shapes and at
different types of locations: from hand-held mobile devices, to
head-mounted displays, to large-scale screens, and even at
mega-size facilities. EON Reality’s global network now comprises of
more than 1.1 million licenses who are collectively building the
Knowledge Metaverse in more than 100 locations. EON Reality
has also created the world’s leading XR library for education and
industry with access to at least 2.16 million 3D assets and
counting. For further information, visit www.eonreality.com.
About Arogo Capital Acquisition Corp.
Arogo Capital Acquisition Corp. is a blank check company. The
Company aims to acquire one and more businesses and assets, via a
merger, capital stock exchange, asset acquisition, stock purchase,
and reorganization. For more information, visit
www.arogocapital.com
Advisors
ARC Group Ltd. is serving as sole financial advisor to Arogo. EF
Hutton, division of Benchmark Investments, LLC, is serving as
capital markets advisor. Nelson Mullins Riley &
Scarborough LLP is serving as legal advisor to Arogo. Seyfarth Shaw
LLP is serving as legal advisor to EON Reality.
Additional Information and Where to Find It
For additional information on the proposed business combination
transaction, see Arogo’s Current Report on Form 8-K, which was
filed concurrently with this press release. In connection with the
proposed business combination transaction, Arogo intends to file
relevant materials with the Securities and Exchange Commission (the
“SEC”), including a registration statement on Form S-4, which will
include a proxy statement/prospectus of Arogo, and other documents
regarding the proposed business combination transaction. 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, when they become available, and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to these documents, because they will contain important
information about the proposed business combination transaction.
The documents filed by Arogo with the SEC may be obtained free of
charge at the SEC’s website at www.sec.gov, (Registration No.
333-259338), or by directing a request to Arogo Capital Acquisition
Corp., 848 Brickell Avenue, Penthouse 5, Miami, FL 33131.
Participants in the Solicitation
Arogo and its directors and executive officers may be deemed
participants in the solicitation of proxies from its stockholders
with respect to the business combination. A list of the names of
those directors and executive officers and a description of their
interests in Arogo will be included in the proxy
statement/prospectus for the proposed business combination when
available at www.sec.gov. Information about Arogo’s directors and
executive officers and their ownership of Arogo common stock is set
forth in Arogo’s prospectus, dated December 23, 2021, as modified
or supplemented by any Form 3 or Form 4 filed with the SEC since
the date of such filing. Other information regarding the interests
of the participants in the proxy solicitation will be included in
the proxy statement/prospectus pertaining to the proposed business
combination when it becomes available. These documents can be
obtained free of charge from the source indicated above.
EON Reality and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
stockholders of Arogo in connection with the proposed business
combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
business combination will be included in the proxy
statement/prospectus for the proposed business combination.
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.
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.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed business combination. This press release
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.
Contact Information
For EON Reality:josh.chesler@eonreality.com
For Arogo:nisachon@arogocapital.com
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