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 31, 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 3.01 Notice of
Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing.
On July 31, 2024, Arogo
Capital Acquisition Corp., a Delaware corporation (the “Company”), received a written notice from the staff (the “Staff”)
of the Listing Qualifications of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that, unless the Company timely requests
a hearing before the Nasdaq Hearing Panel (the “Panel”), the Company’s securities would be subject to suspension and
delisting from the Nasdaq Global Market at the opening of business on August 7, 2024 due to the Company’s non-compliance with: (a)
Nasdaq Listing Rule 5450(b)(2)(A), requiring the Company to maintain a Market Value of Listed Securities
of at least $50 million, and (b) Nasdaq Listing Rule 5450(a)(2), which requires the Company to have at least 400 total holders, as
additional basis for delisting the Company’s securities from Nasdaq.
The Company paid the required $20,000 fee and on August 6, 2024, submitted
its timely request for a hearing
before the Panel to request additional time to regain compliance with Nasdaq’s listing requirements and to complete a business combination.
The Company expects that its timely hearing request will result in a stay of any suspension or delisting action pending the hearing. There can be no
assurance that the Company will be able to satisfy Nasdaq’s continued listing requirements, regain compliance with Nasdaq Listing
Rule 5450(b)(2)(A) and Nasdaq Listing Rule 5450(a)(2), or maintain compliance with other Nasdaq listing requirements.
Additional
Information and Where to Find It
In connection
with the previously announced proposed business combination transaction, the Company intends to file a registration statement on Form
F-4, which will include a proxy statement/prospectus, with the Securities and Exchange Commission (“SEC”). The Company’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 the Company, Ayurcann Holding Corp. and the proposed
business combination transaction. Promptly after the Form F-4 is declared effective by the SEC, the Company 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 security
holders of the Company and other interested parties are urged to read the proxy statement/prospectus, any amendments thereto and any other
documents filed with the SEC carefully and in their entirety, when they become available, because they will contain important information
about the proposed business combination and the parties to the business combination. The preliminary proxy statement/prospectus and the
definitive proxy statement/prospectus, when available, and other reports and filings made with the SEC by the Company are available free
of charge through the website maintained by the SEC at http://www.sec.gov, or by directing a request to Arogo Capital Acquisition Corp.,
848 Brickell Avenue, Penthouse 5, Miami, FL 33131.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Forward-looking statements include those that express a belief, expectation or intention, as well as those that
are not statements of historical fact. Forward-looking statements include information regarding our future plans and goals, as well as
our expectations with respect to, without limitation: our ability to consummate the proposed business combination; availability and terms
of capital; our ability to regain compliance with Nasdaq’s listing requirements; and our success in appealing any delisting determination.
Forward-looking statements may be accompanied
by words such as “outlook,” “aim,” “anticipate,” “assume,” “believe,” “budget,”
“contemplate,” “continue,” “could,” “due,” “estimate,” “expect,”
“future,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,”
“potential,” “positioned,” “pursue,” “seek,” “should,” “target,”
“will,” “would” and other similar expressions that are predictions of or indicate future events and future trends,
or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking
statements are not assurances of future performance and involve risks, uncertainties and assumptions which may cause actual results to
differ materially from any results expressed or implied by any forward-looking statement, including, but not limited to, the Company’s
ability to regain compliance with the Nasdaq listing requirements; and the other important factors outlined under the caption “Risk
Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as such factors may be updated
from time to time in the Company’s other filings with the SEC, which are available on the SEC’s website at www.sec.gov. Although
the Company believes that the expectations and assumptions reflected in its forward-looking statements are reasonable, it cannot guarantee
future results. These forward-looking statements speak only as of the date they were made and, except as otherwise required by law, the
Company undertakes no obligation to update, amend or ratify any forward-looking statements because of new information, future events or
other factors.
Participants in the
Solicitation
The Company
and Ayurcann Holdings Corp. and their respective directors and certain of their respective executive officers and other members of management
and employees may be considered participants in the solicitation of proxies from the stockholders of the Company with respect to the proposed
business combination. Information about the directors and executive officers of the Company is set forth in its Annual Report on Form
10-K for the fiscal year ended December 31, 2023 filed with the SEC on May 10, 2024. Additional information regarding the participants
in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included
in the proxy statement and/or prospectus and other relevant materials to be filed with the SEC regarding the proposed business combination,
when they become available. Stockholders, potential investors and other interested persons should read the proxy statement/prospectus
carefully, when it becomes available, before making any voting or investment decisions. When available, these documents can be obtained
free of charge from the sources indicated above.
No Offer or Solicitation
This
Current Report on Form 8-K 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 Current Report on Form 8-K shall 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 state or jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offering
of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an
exemption therefrom.
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: August 6, 2024 |
|
|
Exhibit 99.1
Arogo Capital Acquisition Corp. Announces
Receipt of and Appeals Nasdaq Delisting Determination
MIAMI BEACH, FL, August
6, 2024 - Arogo Capital Acquisition Corp. (“Arogo” or the “Company”) (Nasdaq: AOGO/AOGOU/AOGOW), a special
purpose acquisition company, today announced that it received a notice (the “Notice”) from the Listing Qualifications Department
of the Nasdaq Stock Market LLC (“Nasdaq”) on July 31, 2024, notifying the Company has not regained compliance with Nasdaq Listing
Rule 5450(b)(2)(A), requiring the Company to maintain a Market Value of Listed Securities of at least $50 million, and cited the Company’s
failure to comply with Nasdaq’s Listing Rule 5450(a)(2), which requires the Company to have at least 400 total holders, as additional
basis for delisting the Company’s securities from Nasdaq. The Notice provides that the Company has until 4:00 p.m. Eastern Time
on August 7, 2024 (the “Appeal Deadline”), to appeal the Listing Qualification Department’s determination.
Pursuant to the Notice, unless
the Company timely requests a hearing from the Nasdaq Hearing Panel (the “Panel”), the Company’s securities will be
subject to suspension and delisting from the Nasdaq Global Market at the opening of business on August 7, 2024 and a Form 25-NSE will
be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing on Nasdaq. The Company
paid the required $20,000 fee and on August 6, 2024, submitted its timely request for a hearing before the Panel to appeal the Listing
Qualification Department’s determination, as well as a request to stay the suspension of its securities pending the hearing date,
under the procedures set forth in the Nasdaq Listing Rule 5800 Series. The appeal and request for hearing were filed before the Appeal
Deadline, and accordingly the Company expects that the suspension of the Company’s securities will automatically be stayed until
the Panel makes a determination. No assurances can be provided that the Company will obtain a favorable decision from the Panel, and/or
that the Company will be able to regain or maintain compliance with the Nasdaq listing rules and continue the listing of its securities
on Nasdaq.
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.
Forward-Looking Statements
This Press Release contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Forward-looking statements include those that express a belief, expectation or intention, as well as those that
are not statements of historical fact. Forward-looking statements include information regarding our future plans and goals, as well as
our expectations with respect to, without limitation: our ability to consummate the proposed business combination; availability and terms
of capital; our ability to regain compliance with Nasdaq’s listing requirements; and our success in appealing any delisting determination.
Forward-looking statements may be accompanied
by words such as “outlook,” “aim,” “anticipate,” “assume,” “believe,” “budget,”
“contemplate,” “continue,” “could,” “due,” “estimate,” “expect,”
“future,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,”
“potential,” “positioned,” “pursue,” “seek,” “should,” “target,”
“will,” “would” and other similar expressions that are predictions of or indicate future events and future trends,
or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking
statements are not assurances of future performance and involve risks, uncertainties and assumptions which may cause actual results to
differ materially from any results expressed or implied by any forward-looking statement, including, but not limited to, the Company’s
ability to regain compliance with the Nasdaq listing requirements; and the other important factors outlined under the caption “Risk
Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as such factors may be updated
from time to time in the Company’s other filings with the SEC, which are available on the SEC’s website at www.sec.gov. Although
the Company believes that the expectations and assumptions reflected in its forward-looking statements are reasonable, it cannot guarantee
future results. These forward-looking statements speak only as of the date they were made and, except as otherwise required by law, the
Company undertakes no obligation to update, amend or ratify any forward-looking statements because of new information, future events or
other factors.
Contact
Suradech Taweesaengsakulthai
Chief Executive Officer
suradech@cho.co.th
(786) 442-1482
Arogo Capital Acquisition (NASDAQ:AOGOU)
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Arogo Capital Acquisition (NASDAQ:AOGOU)
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