Arogo Capital Acquisition Corp. (“Arogo Capital”) (OTC: AOGO) today
announced that it has signed a binding letter of intent (“LOI”)
with Bangkok Tellink Co., Ltd (“Bangkok Tellink”), an emerging
leader in advanced telecommunications, mobile network technology,
and Internet of Things (IoT) solutions. The LOI sets forth the
preliminary terms and conditions for a potential business
combination that would be expected to result in Bangkok Tellink
becoming a publicly traded company in the United States.
Bangkok Tellink at a Glance
Established on January 24, 2019, Bangkok Tellink specializes in
comprehensive mobile phone signal systems across multiple
frequencies (700MHz, 850MHz, 2100MHz, 2300MHz, and 26GHz).
Operating under its ‘INFINITE’ brand, the company provides a range
of services including Smart Solutions, IoT Sim Cards, E-sim, SMPP
(virtual SMS), SIP trunk (voice virtual number), and software
development. Through its offerings, Bangkok Tellink seeks to
deliver integrated telecommunications solutions with a goal of
enhancing both professional and personal lives of its
customers.
Bangkok Tellink’s commitment to innovation, efficient
operations, and strategic growth positions it as a versatile
technology provider, poised to meet evolving connectivity demands
and contribute to sustainable development.
Strategic Rationale
The material terms of a definitive business combination
agreement are subject to ongoing negotiations, but if agreement is
reached and the proposed business combination is completed, it is
anticipated to grant Bangkok Tellink enhanced access to U.S.
capital markets. Bangkok Tellink believes that this proposed
business combination could accelerate the rollout of its
next-generation telecommunication technologies, foster broader
geographic expansion, and provide increased financial flexibility
to advance research and development efforts.
Management Commentary
“We believe that Bangkok Tellink has demonstrated an impressive
ability to innovate and deliver exceptional telecommunications and
IoT solutions,” said Suradech Taweesaengsakulthai, Chief Executive
Officer of Arogo Capital. “The signing of this binding LOI marks an
important first step in exploring a potential business combination,
and we look forward to conducting further due diligence and
negotiating definitive terms. We believe that Bangkok Tellink’s
vision, coupled with Arogo’s strategic support, could create
substantial long-term value for the proposed combined company’s
shareholders and customers worldwide.”
“We are excited to work with Arogo Capital and move forward with
negotiation of a potential business combination,” said Nusttanakit
Sasianon, Founder and Chief Executive Officer of Bangkok Tellink.
“Our mission is to uplift lives through cutting-edge connectivity
and innovative solutions. We believe that partnering with Arogo
could provide us with an opportunity to broaden our horizons,
enhance our product and service offerings, and accelerate growth.
We are committed to making this potential milestone a reality and
continuing to build on our progress.”
Next Steps
There is no assurance that the parties will enter into a
definitive agreement or ultimately consummate the proposed
transaction. If and when a definitive business combination
agreement is executed, further details will be provided.
About Arogo Capital Acquisition Corp.
Arogo Capital Acquisition Corp. is a blank check company. Arogo
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.
About Bangkok Tellink Co., Ltd
Bangkok Tellink Co., Ltd, established in 2019, is at the
forefront of Thailand’s telecommunications industry. By offering
mobile network infrastructure, IoT devices, E-sim services, and
software development, Bangkok Tellink provides integrated solutions
that foster connectivity and productivity. Bangkok Tellink invests
in innovation, operational efficiency, and sustainability to
position itself as a prominent telecommunications and technology
leader.
Additional Information and Where to Find It
For additional information regarding the LOI and the proposed
business combination, see Arogo Capital’s Current Report on Form
8-K, which was filed with the U.S. Securities and Exchange
Commission (“SEC”) concurrently with the issuance of this press
release. In connection with the proposed business combination,
Arogo Capital intends to file with the SEC a Current Report on Form
8-K if and when the business combination agreement is executed, and
subsequently to prepare and file a registration statement on Form
S-4 (or Form F-4, as applicable, the “Registration Statement”), and
after the Registration Statement is declared effective by the SEC,
Arogo Capital intends to mail a definitive proxy
statement/prospectus relating to the proposed transaction to its
stockholders. This press release does not contain all the
information that should be considered concerning the proposed
business combination and is not intended to form the basis of any
investment decision or any other decision in respect of the
proposed business combination. Arogo Capital’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/prospectus and other documents
filed in connection with the proposed business combination with the
SEC by Arogo Capital, as these materials will contain important
information about Arogo Capital and Bangkok Tellink, and the
proposed business combination. When available, the definitive proxy
statement/prospectus and other relevant materials for the proposed
business combination will be mailed to stockholders of Arogo
Capital as of a record date to be established for voting on the
proposed business combination. Such stockholders will also be able
to obtain copies of the preliminary proxy statement/prospectus, the
definitive proxy statement/prospectus and other documents filed
with the SEC, without charge, once available, at the SEC’s website
at www.sec.gov, or by directing a request to Arogo Capital
Acquisition Corporation, 848 Brickell Ave, Penthouse 5, Miami, FL
33131.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the U.S. Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the U.S.
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
that are based on beliefs and assumptions and on information
currently available to Arogo Capital and Bangkok Tellink. In some
cases, you can identify forward-looking statements by the following
words: “may,” “will,” “could,” “would,” “should,” “expect,”
“intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”
“project,” “potential,” “continue,” “ongoing,” “target,” “seek” or
the negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects,
although not all forward-looking statements contain these words.
Any statements that refer to expectations, projections or other
characterizations of future events or circumstances, including that
the parties will enter into a definitive business combination
agreement or will subsequently consummate the proposed business
combination, projections of market opportunity and market share,
the capability of Bangkok Tellink’s business plans including its
plans to expand, the sources and uses of cash from the proposed
business combination, the anticipated enterprise value of the
combined company following the consummation of the business
combination, any perceived benefits of Bangkok Tellink’s
partnerships, strategies or plans as they relate to the proposed
business combination, anticipated benefits of the business
combination, and expectations related to the terms and timing of
the business combination are also forward-looking statements. These
statements involve risks, uncertainties and other factors that may
cause actual results, levels of activity, performance or
achievements to be materially different from those expressed or
implied by these forward-looking statements. Although the
management team of each of Arogo Capital and Bangkok Tellink
believes that it has a reasonable basis for each forward-looking
statement contained in this press release, each of Arogo Capital
and Bangkok Tellink cautions you that these statements are based on
assumptions made as of the date hereof and are subject to risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Factors that may cause actual results
to differ materially from current expectations include, but are not
limited to: the ability to complete the proposed business
combination due to the failure to obtain approval from Arogo
Capital’s stockholders or satisfy other closing conditions in any
future business combination agreement, the receipt of regulatory
approvals, the occurrence of any event that could give rise to the
termination of a future business combination agreement, the ability
to recognize the anticipated benefits of the business combination,
the amount of redemption requests made by Arogo Capital’s public
stockholders, costs related to the proposed business combination,
the risk that the business combination disrupts current plans and
operations as a result of the announcement and consummation of the
proposed business combination, the outcome of any potential
litigation, government or regulatory proceedings and other risks
and uncertainties, including those included under the heading “Risk
Factors” and “Cautionary Note Regarding Forward-Looking Statements”
in Arogo Capital’s Annual Report on Form 10-K for the year ended
December 31, 2023 and subsequent Forms 10-Q, in the proxy
statement/prospectus relating to the proposed business combination
to be filed with the SEC, and in any subsequent filings with the
SEC, including the definitive proxy statement relating to the
proposed business combination and other filings made by Arogo
Capital with the SEC from time to time. There may be additional
risks that neither Arogo Capital or Bangkok Tellink presently know
or that Arogo Capital and Bangkok Tellink currently believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. Nothing
contained herein should be regarded as a representation by any
person that the forward-looking statements set forth herein will be
achieved or that any of the contemplated results of such
forward-looking statements will be achieved. You should not place
undue reliance on forward-looking statements, which speak only as
of the date they are made. Neither Arogo Capital nor Bangkok
Tellink undertakes any duty, and each of Arogo Capital and Bangkok
Tellink express disclaim any obligations, to update or alter any
projections or forward-looking statements, whether as a result of
new information, future events or otherwise.
No Offer or Solicitation
This press release shall not constitute a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the proposed business combination
and does not constitute an offer to sell or a solicitation of an
offer to buy any securities of Arogo Capital or Bangkok Tellink,
nor shall there be any sale of any such 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 such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
Participants in Solicitation
Arogo Capital and Bangkok Tellink, and their respective
directors, executive officers, other members of management, and
employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies of Arogo Capital’s stockholders in
connection with the proposed business combination. Information
regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of Arogo Capital’s stockholders in
connection with the proposed business combination will be set forth
in the Registration Statement, of which the proxy
statement/prospectus forms a part, when it is filed with the
SEC.
Contacts: For Arogo Capital Acquisition Corp.:
Nisachon Rattanameenisachon@arogocapital.com
For Bangkok Tellink Company Limited:Daniel Fong
daniel@s1winconsultant.com
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