Arogo Capital Acquisition Corp. SEC 10-K Report

Arogo Capital Acquisition Corp., a blank check company incorporated in Delaware, has released its Form 10-K report, detailing its financial performance, business operations, strategic initiatives, and the challenges it faces. The company is focused on effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses, primarily in the electric vehicles (EV) technology, smart mobility, or sustainable transportation sectors in Southeast Asia.

Financial Highlights

For the year ended December 31, 2024, Arogo Capital Acquisition Corp. reported a net loss of $1,241,721. This loss was primarily due to formation and operating costs amounting to $2,068,779 and franchise tax expenses of $178,000, which were partially offset by investment income. In contrast, the company reported a net income of $1,461,815 for the year ended December 31, 2023, driven by investment income earned on marketable securities held in the trust account. Additionally, the company generated non-operating income of $1,005,054 from interest on cash and cash equivalents derived from the initial public offering.

Business Highlights

Arogo Capital Acquisition Corp. completed its initial public offering (IPO) on December 29, 2021, raising gross proceeds of $103.5 million through the sale of 10,350,000 units, each consisting of one share of Class A common stock and one redeemable warrant. The company has extended the deadline for consummating its initial business combination multiple times, with the latest extension moving the deadline to June 29, 2026.

In December 2024, the company entered into a binding letter of intent with Bangkok Tellink Co., Ltd., focusing on forming a new public holding company and acquiring Tellink's shares. This follows the termination of previous merger agreements with Eon Reality, Inc. and Ayurcann Holdings Corp. due to breaches and unmet conditions by the counterparties.

The company's business strategy aims to leverage its management team's experience to identify and acquire businesses in the EV technology, smart mobility, or sustainable transportation sectors, primarily in Southeast Asia. Arogo targets businesses with enterprise values between $200 million and $2 billion, focusing on those with revenue and earnings growth potential, strong free cash flow generation, and strong management teams. The company plans to complete its initial business combination by June 29, 2026, and is actively seeking opportunities in the technology and tech-enabled industries, particularly in the EV sector.

Strategic Initiatives

Arogo Capital Acquisition Corp. is focused on completing its initial business combination by June 29, 2026. The company has been actively seeking merger opportunities, as evidenced by its recent entry into a Business Combination Agreement with Bangkok Tellink Co., Ltd. This follows the termination of previous agreements with Eon Reality, Inc. and Ayurcann Holdings Corp. due to unmet conditions. The company has also amended its charter to allow for the conversion of Class B Common Stock to Class A Common Stock, providing flexibility in its capital structure.

The company has been managing its capital through a series of extensions to the deadline for completing a business combination, funded by monthly deposits into the Trust Account by the Sponsor. Arogo has also faced challenges with its Nasdaq listing, resulting in a move to the OTC Markets Group platform. The company has not paid any dividends and does not plan to do so before completing a business combination. Additionally, significant redemptions of public shares have occurred, reducing the number of outstanding shares and the funds in the Trust Account.

Arogo Capital Acquisition Corp. intends to continue pursuing a business combination with Bangkok Tellink Co., Ltd. and aims to regain compliance with listing requirements. The company plans to maintain its SEC filings and adhere to corporate governance standards despite the transition to OTC Markets. The focus remains on completing a successful business combination within the extended timeframe, while managing liquidity and capital resources effectively.

Challenges and Risks

Arogo Capital Acquisition Corp. faces several challenges in identifying and acquiring a suitable target business within the prescribed time frame, especially given the competitive landscape and the need for a target that aligns with its strategic focus. The company outlines several risks, including:

• Business Combination Risks: The ability to realize anticipated benefits from business combinations is uncertain, with potential unanticipated expenses or delays. There is also a risk of not completing the initial business combination within the extended time frame, which could lead to liquidation.
• Management and Control Risks: Post-business combination, there is a risk that the management may not maintain control of the target business, and new management may lack the necessary skills to operate profitably.
• Market and Economic Risks: Unstable market and economic conditions, including adverse developments in financial institutions and associated liquidity risks, could negatively impact the business.
• Regulatory Risks: Changes in laws or regulations, or failure to comply with them, may adversely affect the company's ability to negotiate and complete its initial business combination.
• Financial Risks: The company may not be able to obtain additional financing to complete the business combination or reduce shareholder redemptions, potentially affecting the capital structure.
• Dilution Risks: Issuance of shares at a price lower than the market price could lead to immediate and substantial dilution for existing shareholders.
• Tax Risks: A new 1% U.S. federal excise tax could be imposed in connection with future redemptions of public shares.

Management acknowledges the challenges in completing a business combination within the extended timeline and highlights the importance of strategic partnerships and leveraging the management team's experience in the target sectors. The company is focused on identifying targets with strong growth potential and the ability to benefit from being publicly traded.

The company is exposed to market risks, including fluctuations in interest rates and potential changes in the economic environment that could impact the valuation of target businesses. Additionally, the reliance on the trust account funds and the need for additional financing pose financial risks that could affect the company's ability to complete a business combination.

SEC Filing: Arogo Capital Acquisition Corp. [ AOGO ] - 10-K - Jul. 23, 2025