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):
December 6, 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 |
|
OTC Markets |
| Class A Common Stock, $0.0001 par value per share |
|
AOGO |
|
OTC Markets |
| Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
AOGOW |
|
OTC Markets |
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 1.01 Entry into
a Material Definitive Agreement.
On December 6, 2024, Arogo Capital Acquisition
Corp., a Delaware corporation (“Arogo”), entered into a binding letter of intent (the “LOI”) with Bangkok Tellink
Co., Ltd (“Tellink”) in connection with a proposed business combination between Arogo and Tellink. Tellink is a provider of
innovative telecommunications and Internet-of-Things solutions.
The LOI contains an exclusivity period, which
may be extended by the mutual written consent of the parties, that runs from the date of the execution of the LOI through forty-five (45)
calendar days (the “Exclusivity Period”). The LOI also contemplates that the definitive business combination agreement (“BCA”)
will be entered into on or before February 28, 2025. The LOI may be terminated as follows: (a) by the mutual written agreement of the
parties; (b) by Arogo in its sole discretion, at any time after the execution of the LOI; (c) by Tellink after the expiration of the Exclusivity
Period; or (d) upon execution and delivery of the BCA.
The LOI is binding on the parties, but the material
terms of the proposed business combination remain subject to completion of due diligence, the negotiation of the BCA and the approval
thereof by the respective boards of directors of Arogo and Tellink. The LOI is subject to customary confidentiality provisions and the
terms of a mutual nondisclosure agreement entered into by the parties concurrently with the execution of the LOI.
The foregoing description of the LOI and related
matters does not purport to be complete and is qualified in its entirety by reference to the full text of the LOI, a copy of which is
attached hereto as Exhibit 10.1 to this Current Report on Form 8-K.
Item 7.01 Regulation
FD Disclosure.
On December 10, 2024, Arogo issued a press release
announcing the execution of the LOI, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1. This information
is furnished pursuant to Item 7.01 “Regulation FD Disclosure,” and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
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.
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AROGO CAPITAL ACQUISITION CORP. |
| |
|
|
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By: |
/s/ Suradech Taweesaengsakulthai |
| |
|
Name: |
Suradech Taweesaengsakulthai |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
| Dated: December 10, 2024 |
|
|
2
Exhibit 10.1
AROGO CAPITAL ACQUISITION CORP.
848 Brickell Avenue, Penthouse 5, Miami, FL 33131
CONFIDENTIAL
6 December 2024
Bangkok Tellink Co., Ltd.
89/2 Building 6,
2nd Floor, Room 6203,
Chaengwattana Road, Thung Song Hong,
Laksi, Bangkok 10210, Thailand
c/o: Nusttanakit Sasianon, Founder & Chief Executive Officer
| Re: | Binding Letter of Intent |
Dear Nusttanakit:
We have enjoyed learning about
Bangkok Tellink Co., Ltd. (the “Company”) and getting to know you over the past several weeks. We are pleased to submit
this letter of intent (this “LOI”) relating to a potential business combination (the “Proposed Transaction”)
involving Arogo Capital Acquisition Corp., an OTC-listed company incorporated in the State of Delaware (OTC: AOGOU, AOGO, AOGOW) (the
“Public Entity”), and the Company (the Public Entity and the Company together shall be referred to as the “Parties”
and each as a “Party”).
An overview of certain key
terms and conditions of the Proposed Transaction is set forth in Exhibit A hereto (the “Term Sheet”).
Due to the experience of the
Public Entity’s management team and Board of Directors, we recognize that a public market transaction with a SPAC is more nuanced
than a traditional sale of the Company, and as such, we would like to request a meeting with the Company’s Board of Directors to
introduce the Public Entity and discuss the nuances of the SPAC market environment, and also to further discuss the merits of this Proposed
Transaction.
As part of the process, we
will be performing due diligence of the Company. Key diligence items will be focused on, without limitation, matters of financial due
diligence, commercial due diligence (customer calls, etc.), legal due diligence (regulatory risks, contracts, employee issues), the competitive
landscape, and M&A strategy.
1.
Binding Commitment. No agreement providing for any Proposed Transaction or any other transaction shall be deemed to exist unless and
until the Definitive Agreements (as defined below) have been executed and delivered by the Public Entity, the Company and any other parties
thereto, if any. Promptly after the execution of this LOI, the Parties will begin negotiation of a Definitive Agreement (as defined below)
related to the Proposed Transaction, with such negotiations to be completed as soon as reasonably practicable, but in no event later than
the end of the Exclusivity Period (as defined below), which may be extended by the mutual written consent of the Parties. The provisions
of this LOI shall be legally binding upon the Parties (the “Binding Matters”) for the duration of this LOI. Each Party
reserves the right, in its sole discretion, to reject any and all proposals made by the other Party or its affiliates or any of their
respective officers, directors, employees, consultants, contractors, accountants, agents, representatives and financial and legal advisors
(collectively with such affiliates, such Party’s “Representatives”) with regard to the Proposed Transaction.
Neither Party will have (and each Party hereby irrevocably waives) any claims against the other Party or any of its Representatives arising
out of or relating to the Proposed Transaction other than those, if any, that either such Party may in the future have with respect to
the Binding Matters or pursuant to the Definitive Agreements (if executed and delivered by the Public Entity, the Company and any other
parties thereto). Upon the execution of this LOI, the Company shall immediately commence the requisite PCAOB audit procedures, if it has
not already done so, and shall make available to the Public Entity such due diligence materials as the Public Entity shall require.
2.
Definitive Agreements. The obligations of the Public Entity and the Company to consummate the Proposed Transaction are subject to
and conditioned upon the negotiation and execution of definitive agreements, including a business combination agreement (the “Business
Combination Agreement”) and other documents (collectively, the “Definitive Agreements”), containing such
terms and provisions as are mutually agreed to by the Parties. The closing of the Proposed Transaction contemplated hereby (the “Closing”)
will be subject to the satisfaction of all conditions precedent to Closing as identified in the Business Combination Agreement.
3.
Confidentiality Agreement. The Parties acknowledge and affirm the terms of the separate Mutual Nondisclosure Agreement, dated as of
December 2nd, 2024 (the “NDA”), between the Public Entity and the Company, which is incorporated by reference
as if set forth herein. The Parties acknowledge and agree that the existence and terms of this LOI and the Proposed Transaction are and
shall be treated as Confidential Information in accordance with the NDA. Notwithstanding the foregoing, the Company understands and acknowledges
that after each Party executes this LOI until the end of the Exclusivity Period (as defined below) or such longer period of time mutually
agreed to by the Parties, the Public Entity may disclose the existence and terms of this LOI (i) in accordance with the applicable rules
and regulations of the U.S. Securities and Exchange Commission (the “SEC”) (ii) and certain confidential information
about the Company that is approved in advance in writing by the Company to certain of Public Entity’s significant existing public
stockholders and other selected potential investors who, in each case, are informed of the confidential nature of this LOI and such other
confidential information and have agreed to keep the existence and terms of this LOI and such other confidential information confidential
in order to gauge their support of the Proposed Transaction.
4.
Exclusivity. In consideration of the time, effort and expense to be undertaken by the Public Entity in connection with the Proposed
Transaction, the Company agrees that during the period from the execution of this LOI and ending at 5:00 p.m., New York Time, on the date
that is 45 calendar days thereafter (the “Exclusivity Period”), which date may be extended by the mutual written consent
of the Parties, (i) the Company will not, and the Company will cause its Representatives not to, solicit or initiate, engage in or enter
into discussions, negotiations or transactions with, or knowingly encourage, or provide any information to, any other person or entity
concerning any merger, share exchange, asset acquisition, share purchase, financing transaction, reorganization or similar transaction
involving the Company with such other person or entity (the transactions described shall be referred to as “Competing Transactions”
or each a “Competing Transaction”), and (ii) the Company will not, and shall cause its Representatives not to, enter
into any agreement in principle, letter of intent or definitive agreement, or make any filing with the SEC or other governmental authority,
with respect to a Competing Transaction, unless required by applicable law. The Company shall, upon execution of this LOI, immediately
suspend any pre-existing discussion with all parties other than the respective other Party regarding any Competing Transaction. During
the Exclusivity Period, the Company will cooperate with the Public Entity and its Representatives regarding due diligence matters and
will, upon advance notice and during normal business hours, afford the Public Entity and its Representatives with reasonable access (to
the extent reasonably practicable) to the Company’s and its subsidiaries’ respective books and records and personnel. Upon
request by the Public Entity, the Company agrees to make its management reasonably available to participate in a “testing the waters”
process in order to determine general interest and market enthusiasm for the Proposed Transaction. For the avoidance of doubt, nothing
in the foregoing does or shall be deemed to obligate the Public Entity or its Representatives to conduct any due diligence other than
diligence which the Public Entity may, in its sole discretion, determine to conduct.
5.
Expenses. Except as set forth in any Definitive Agreements entered into by the Parties, each of the Parties will pay its own costs
and expenses (including legal, financial advisory, consulting and accounting fees and expenses) incurred at any time in connection with
pursuing or consummating the Proposed Transaction; provided that if the transaction closes, the surviving entity shall pay all fees and
expenses of each party, including legal, accounting and advisory fees.
6.
Termination. This LOI can be terminated as follows: (a) by the mutual written agreement of the Parties to terminate this LOI; (b)
by the Public Entity in its sole discretion, at any time after the execution hereof; (c) by the Company after the expiration of the Exclusivity
Period; or (d) upon execution and delivery of the Definitive Agreements. Any termination of this LOI pursuant to clauses (b) or (c) above
shall be pursuant to a written notice provided by the terminating Party to the other Party and, any termination in accordance with this
Section 6 shall be effective upon receipt of such written notice by the non-terminating Party. Upon termination of this LOI, this
LOI will be deemed null and void and of no further force or effect, and all obligations and liabilities of the Parties under this LOI
or otherwise related to the Proposed Transaction will terminate, except for the respective continuing obligations of the Parties relating
to the Binding Matters, which will, except in the case of a termination of this Agreement pursuant to clause (d), survive any termination
of this LOI indefinitely (unless a lesser period is expressly contemplated by their terms). The termination of this LOI will not relieve
any of the Parties of liability for such Party’s pre-termination willful and material breach of any of the Binding Matters.
All notices, requests, claims,
demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt)
by delivery in person, by e-mail (unless the sender of such electronic mail receives a non-delivery message (but not other automated replies,
such as an out-of-office notification)), or by registered or certified mail (postage prepaid, return receipt requested) (upon receipt
thereof) to the other Parties as follows:
(a) If to Public Entity, to:
Arogo Capital Acquisition Corp.
848 Brickell Ave. Penthouse 5
Miami, FL 33131
| |
Attention: |
Suradech Taweesaengsakulthai |
| |
Email: |
suradech@cho.co.th |
with copies (which shall
not constitute notice) to:
Brown Rudnick LLP
601 13th Street N.W.
Washington, DC 20005
| |
Attention: |
Andrew J. Sherman |
| |
Email: |
asherman@brownrudnick.com |
(b) If to the Company, to:
Bangkok Tellink Co., Ltd.
89/2 Building 6, 2nd Floor, Room No. 5203
Chaeng Wattana Road, Thung Song Hong Sub-District
Lak Si District, Bangkok 10002, Thailand
| Attention: | Mr. Nusttanakit Sasianon |
| Email: | nusttanakit.sa@bangkoktellink.co.th |
with copies (which shall
not constitute notice) to:
S1Win Consultant Co., Ltd.
88 Soi Nak Niwat 6, Nak Niwat Road
Lat Phrao Sub-District, Lat Phrao District
Bangkok 10230, Thailand
Attention: Mr. Sawin Laosethakul
Email: sawim@s1winconsultant.com
| Attention: | Mr. Daniel Fong |
| Email: | daniel@s1winconsultant.com |
7.
Governing Law; Jurisdiction; Waiver of Jury Trial. This LOI and the rights and obligations
of the Parties hereunder will be governed by and construed under and in accordance with the laws of the state of Delaware, without giving
effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdictions other
than the State of Delaware. Each Party consents and submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware
(or, if the Chancery Court of the State of Delaware declines to accept jurisdiction, any state or federal court within the State of Delaware)
for the adjudication of any action or legal proceeding relating to or arising out of this agreement and the transactions contemplated
hereby (and each Party agrees not to commence any action or legal proceeding relating thereto except in any such court). Each Party hereby
irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue in such courts and agrees
not to plead or claim in any such court that any such action or legal proceeding brought in any such court has been brought in an inconvenient
forum. Each Party hereby agrees that service of any process, summons, notice or document by U.S. certified mail addressed to such Party
at the address set forth above (or such other address as notified by either party to the other Party in writing) shall be effective service
of process for any such suit, action or proceeding brought against such Party in any such court. Each Party agrees that a final judgment
in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such Party and may be enforced in
any other courts to whose jurisdiction such Party is or may be subject by suit upon such judgment.
8.
Trust Account Waiver. The Company hereby acknowledges that the Public Entity has established a trust account (the “Trust
Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements
occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Public Entity’s
public stockholders. For and in consideration of the Public Entity’s entering into this LOI, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company hereby agrees on behalf of itself and its affiliates that, notwithstanding
anything to the contrary herein, as a result of this LOI, neither the Company nor any of its affiliates does now or shall at any time
have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any
claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection
with or relating in any way to, this LOI or any proposed or actual business relationship between the Public Entity or the Public Entity’s
Representatives, on the one hand, and the Company or its Representatives, on the other, or any other matter, and regardless of whether
such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred
to hereafter as the “Released Claims”). The Company hereby irrevocably waives (on its own behalf and on behalf of its
related parties) any Released Claims that it may have against the Trust Account (including any distributions therefrom) now or in the
future as a result of, or arising out of, any discussions, contracts or agreements with the Public Entity or this LOI and will not seek
recourse against the Trust Account (including any distributions therefrom) relating to this LOI or for any reason whatsoever. The Company
agrees and acknowledges that such irrevocable waiver is material to this LOI and specifically relied upon by the Public Entity and the
Public Entity’s affiliates to induce the Company to enter in this LOI, and the Company further intends and understands such waiver
to be valid, binding and enforceable against the Company and each of its affiliates under applicable law.
9.
Miscellaneous. This LOI supersedes any prior written or oral understanding or agreements between the Parties related to the subject
matter hereof (other than the NDA). This LOI may be amended, modified or supplemented only by written agreement of the Parties. The headings
set forth in this LOI are for convenience of reference only and shall not be used in interpreting this LOI. In this LOI, the term: (x)
“including” and “include” mean including without limiting the generality of any description preceding or following
such term and shall be deemed in each case to be followed by the words “without limitation;” (y) “person” shall
refer to any individual, corporation, partnership, trust, limited liability company or other entity or association, including any governmental
or regulatory body, whether acting in an individual, fiduciary or any other capacity; and (z) “affiliate” shall mean, with
respect to any specified person, any other person or group of persons acting together that, directly or indirectly, through one or more
intermediaries controls, is controlled by or is under common control with such specified person. This LOI may be executed in any number
of counterparts (including by facsimile, pdf or other electronic document transmission), each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic
mail (including via www.docusign.com, PDF and any other electronic signature covered by the U.S. Federal ESIGN Act of 2000, Uniform Electronic
Transactions Act, the Electronic Signatures and Records Act or other applicable law) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[Remainder of Page Intentionally Left Blank;
Signature Pages Follow]
Please acknowledge your acceptance
of and agreement to the foregoing by signing and returning to the undersigned as soon as possible a counterpart of this LOI.
| |
Sincerely, |
| |
|
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AROGO CAPITAL acquisition corp. |
| |
|
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By: |
/s/ Suradech Taweesaengsakulthai |
| |
Name: |
Suradech Taweesaengsakulthai |
| |
Title: |
Chief Executive Officer |
Accepted and agreed as of the date first written above.
| Bangkok Tellink Co., Ltd. |
|
| |
|
| By: |
/s/ Nusttanakit Sasianon |
|
| Name: |
Nusttanakit Sasianon |
|
| Title: |
Founder & Chief Executive Officer |
|
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|
| |
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| By: |
/s/ Sawin Laosethakul |
|
| Name: |
Sawin Laosethakul |
|
| Title: |
Director |
|
Exhibit
A
Term
Sheet
This
Term Sheet is intended solely for discussion purposes and does not create a binding obligation or represent or constitute an offer, undertaking
or commitment on the part of either Party to consummate or negotiate the contemplated transactions, and any such obligation will be created
only by the execution and delivery of the Definitive Agreements, the provisions of which will supersede this Term Sheet and all other
understandings between the Parties. Without limiting the generality of the foregoing, all terms and conditions contained in this Term
Sheet are subject to further change and refinement as the Parties shall mutually agree, as shall be set forth in the Definitive Agreements.
All capitalized terms used in this Term Sheet and not otherwise defined herein shall have the respective meanings ascribed to such terms
in the binding letter of intent to which this Term Sheet is attached.
| Transaction:
|
A
business combination between the Company and the Public Entity, whose common stock and warrants are currently listed for trading
on the OTC, pursuant to which the Public Entity will directly or indirectly acquire 100% of the outstanding equity of the Company
in exchange for the consideration described below (the “Business Combination”). The legal transaction structure
(including any pre-closing reorganization) will be determined by the Parties based on business, legal, tax, accounting and other
considerations (and, in the event the transaction structure results in a person other than the Public Entity being the parent listed
company, references in this term sheet to the Public Entity will be deemed to mean such new parent company, as applicable). |
| Transaction
Consideration: |
The
total consideration provided to the Company’s equityholders (including holders of stock options) (the “Existing Equityholders”)
in the Business Combination will be between $300,000,000 to $1,000,000,000 (the “Transaction Consideration”),
calculated on a cash-free, debt-free basis and assuming normalized levels of working capital.
The
Transaction Consideration would be paid by the post business combination company (the “Surviving Company”) by
issuance of shares of common stock of the Surviving Company (the “Transaction Shares”), which would each be valued
at $10.00 per share with no minimum cash condition.
The
Transaction Consideration will consist of up to 100,000,000 shares of the Public Entity’s common stock issued to the Existing Equityholders
(the “Share Consideration”). In addition, the Business Combination will result in up to $19 million (assuming no redemptions
in accordance with the Public Entity’s certificate of incorporation, as amended, as in effect from time to time) of cash being
made available to the Surviving Company for use as working capital and for general corporate purposes (the “Primary Capital”). |
| Equity
Financing: |
The
Public Entity raised $105,052,500 in its IPO (with $19 million currently held in trust), which amount (net of redemptions) will be
released to the Public Entity at the Closing to pay the Cash Consideration, the Primary Capital and transaction expenses. |
| Debt
Financing |
None. |
| Additional
Financing: |
The
Public Entity and the Company will reasonably cooperate to seek a PIPE pursuant to customary and binding subscription agreements
with certain investors (to be agreed upon by the Company and the Public Entity) concurrently with the execution of the Definitive
Agreements (the “PIPE Financing”), of which Koo Dom Investment, LLC (the “Sponsor”)and its
affiliates (together with the Sponsor, the “Sponsor Group”) shall endeavor its reasonable best efforts to provide
or secure an amount to be mutually agreed based on budgets and inflection points to be discussed. The PIPE Financing will be contingent
upon, and close concurrently with, the Closing. The terms of any PIPE Financing will be negotiated and agreed to by both the Company
and the Public Entity, consistent with prevailing market terms. |
| Board
of Directors: |
The
board of directors of the Surviving Company at the Closing will consist of (i) 3 directors designated by the Company, one of whom
shall be considered an “independent director” in accordance with the rules and regulations of the applicable U.S. securities
exchange (e.g., the Nasdaq Stock Market, LLC, the New York Stock Exchange, or other U.S. stock exchange, the “Exchange”),
(ii) 1 independent director designated by the Sponsor, and, (iii) 1 independent director mutually acceptable to the Company and the
Sponsor. The composition of the board of directors of the Surviving Company shall comply with the director independence
rules as required the by the applicable Exchange. |
| Business
Combination Agreement: |
The
obligations of the Parties will be subject to execution of the Business Combination Agreement containing terms and conditions mutually
satisfactory to the Public Entity and the Company. The Business Combination Agreement will include representations, warranties and
covenants customary for a transaction of this nature.
The
execution of the Business Combination Agreement is also subject to satisfactory completion of mutual due diligence by the Public
Entity and the Company.
In
connection with the entry into the Business Combination Agreement, Company management will provide reasonable cooperation and participation
in roadshow presentations to help with Public Entity’s proxy solicitation and stockholder marketing efforts, and reasonably
make themselves available to assist in such efforts upon advance written notice.
The
Company will request any necessary third-party approvals from the requisite third parties in connection with execution of the letter
of intent, the Business Combination Agreement, and any other documents that may be required in connection with the proposed business
combination. |
| Timing: |
The
target date for signing the Business Combination Agreement and announcement thereof is no later than February 28, 2025. It
is understood that this date will be largely driven by the Company’s readiness to deliver requisite PCAOB compliant financial
statements to the Public Entity. |
| Closing
Conditions: |
The
Parties agree that the Business Combination Agreement shall not include a minimum cash requirement. The obligations of either Party
to consummate the transaction will remain subject to customary closing conditions for a transaction of this nature, including without
limitation:
(i) Completion
of due diligence including business, legal, tax, and financial (including a Quality of Earnings),
(ii) Completion
of any required stock exchange and regulatory review by the SEC and the Exchange, receipt of any required regulatory approvals, and
expiration of any waiting periods under HSR,
(iii) Approval
by the Public Entity’s stockholders of the Business Combination and related matters,
(iv) There
shall have not been a “material adverse effect” (to be defined by the Parties in the Business Combination Agreement)
following the date of signing the Business Combination Agreement (with respect to the Company), and
(v) The
Business Combination Agreement will contain mutually agreed customary termination rights for a transaction of this nature. |
| Lock-Up: |
All
Share Consideration to be issued in the Business Combination will be subject to a six-month lock-up (the “Lock-Up”),
subject to exceptions to be agreed upon. |
| Registration
Rights: |
The
Surviving Company will use commercially reasonable efforts to file a shelf registration statement with respect to resales of the
Share Consideration within 30 calendar days of Closing and will use its commercially reasonable efforts to cause such shelf registration
statement to be declared effective by the SEC as soon as practicable after the filing thereof to facilitate sales of Share Consideration
after the expiration of the Lock-Up.
Other
registration rights are to be set forth in a registration rights agreement providing for customary demand and piggyback registration
rights for a transaction of this nature. |
| Filings: |
As
soon as practicable following the execution of the Business Combination Agreement, the parties will file all required submissions
for stockholder, regulatory and governmental approval, including a proxy statement/prospectus on Form S-4 (or Form F-4, as applicable,
the “Proxy Statement”) with the SEC for the purpose of obtaining Public Entity stockholder approval and registering
the issuance of Public Entity’s common stock. The Proxy Statement will include audited annual financial statements of the Company
prepared in accordance with PCAOB standards as required by applicable U.S. federal securities laws. All costs associated with preparing
such audited financial statements shall be borne 100% by the Company. In accordance with Section 5 of the letter of intent,
the Company shall pay its own legal, financial, consulting, accounting, and any similar costs incurred at any time in connection
with pursuing or consummating the Proposed Transaction.
Any
HSR filing (or similar fees) with respect to any regulatory or governmental approval, including the Proxy Statement, shall be borne
by the Public Entity, and paid exclusively in a manner of Public Entity’s choice.
The Parties agree that:
(i) The
current HSR Filing Fee is $45,000 for a transaction consideration valued in excess of $92 million but less than $184 million; $125,000
for a transaction consideration valued at $184 million or greater but less than $919.9 million.
Notwithstanding
above, the Parties agree that the Public Entity shall pay 100% of the costs associated with respect to any SEC or Exchange listing fees.
The
Parties agree that:
(i) The
current SEC Filing Fee rate is $153.10 per $1,000,000. The fee is calculated by multiplying the aggregate amount by 0.00015310.
Acquisition companies (such as the Public Entity) intending to list securities on an Exchange are subject to certain entry and application
fees. For example, the current Nasdaq Capital Market entry fee ranges from $50,000 to $75,000, depending on the number of outstanding
shares. Additional Exchange-specific fees may apply, including, without limitation, non-refundable application fees.
|
| Governing
Law, Jurisdiction: |
The
Business Combination Agreement and other applicable Definitive Agreements will be governed by the laws of the State of Delaware,
with exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines
to accept jurisdiction, any state or federal court within the State of Delaware). |
A-3
Exhibit 99.1
Arogo Capital Acquisition Corp. Announces Binding
Letter of Intent with Bangkok Tellink Co., Ltd, a Provider of Innovative Telecommunications and IoT Solutions, in Connection with a Proposed
Business Combination Transaction
Miami, FL and Bangkok, Thailand – 10
December 2024 – 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 Rattanamee
nisachon@arogocapital.com
For Bangkok Tellink Company Limited:
Daniel Fong
daniel@s1winconsultant.com
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