If You Invested in Arogo Capital Acquisition Corp (AOGOW)

AROGO CAPITAL ACQ CRP WTS (AOGOW) represents warrants related to Arogo Capital Acquisition Corp., a special purpose acquisition company (SPAC) formed to pursue a business combination. Arogo Capital Acquisition Corp. is described in multiple company announcements as a blank check company incorporated in Delaware for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

The warrants trading under the symbol AOGOW are linked economically to Arogo Capital Acquisition Corp.’s Class A common stock. According to company disclosures, Arogo completed an initial public offering of units that consisted of one share of Class A common stock and one redeemable warrant. Each whole warrant entitles the holder to purchase one share of Class A common stock at a specified exercise price, subject to adjustment, as described in Arogo’s offering documents.

Business purpose of Arogo Capital Acquisition Corp.

Arogo Capital Acquisition Corp. states that it was formed in 2021 to identify and complete a business combination. Company communications describe its objective as acquiring one or more businesses or assets through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction. As a SPAC, it raised capital in its initial public offering and placed funds in a trust account for the benefit of public stockholders while it seeks a suitable target.

The company has pursued several potential transactions. It previously entered into an Agreement and Plan of Merger with EON Reality, Inc., an augmented and virtual reality company, and obtained shareholder approval for extensions of the deadline to complete that proposed transaction. Arogo later announced that this merger agreement with EON Reality, Inc. was terminated, and that it would seek an alternative business combination.

Proposed business combination with Bangkok Tellink Co., Ltd.

More recent announcements describe Arogo’s focus on a proposed business combination with Bangkok Tellink Co., Ltd., a Thai company active in telecommunications, mobile network technology and Internet of Things (IoT) solutions. Arogo first reported signing a binding letter of intent with Bangkok Tellink, outlining preliminary terms for a potential transaction that could result in Bangkok Tellink becoming a publicly traded company in the United States.

Subsequently, Arogo and Bangkok Tellink disclosed that they executed a definitive business combination agreement. The transaction described in that agreement is valued at a stated equity value for the combined company and is expected, if completed, to result in a newly combined company listed on The Nasdaq Global Market. The boards of directors of both Arogo and Bangkok Tellink are reported to have unanimously approved this proposed business combination, which remains subject to regulatory approvals, shareholder approvals, and customary closing conditions.

Trading status and listing considerations

Arogo’s announcements note that its securities, including AOGOW, have been listed on Nasdaq and that the company has received several notices from Nasdaq regarding listing compliance. One notice cited non-compliance with a minimum Market Value of Listed Securities requirement and a minimum holder count requirement, and another notice cited non-compliance with a minimum market value of publicly held shares requirement. Arogo reported that it appealed a Nasdaq delisting determination and requested a hearing before a Nasdaq panel, which stayed the suspension of its securities pending a decision. The company also indicated that its securities have been referenced in connection with trading on OTC markets.

These disclosures indicate that the continued listing of Arogo’s securities, including the AOGOW warrants, has been under review by Nasdaq and may depend on the company’s ability to regain and maintain compliance with applicable listing rules. The company has stated that there can be no assurance of a favorable outcome in any appeal or that it will be able to maintain its Nasdaq listing.

Extensions and SPAC lifecycle

Arogo has obtained shareholder approval on more than one occasion to extend the deadline by which it must complete an initial business combination. In connection with these extensions, the company has deposited specified amounts into its trust account to extend the combination period by additional months, as permitted under amendments to its charter and trust agreement. These actions are typical of a SPAC’s lifecycle, where additional time may be required to negotiate, document, and seek approvals for a business combination.

Shareholder redemptions have also been reported in connection with extension votes, with certain holders electing to redeem their shares for a pro rata portion of funds in the trust account. The company has disclosed the number of shares redeemed and the approximate amounts withdrawn from the trust account in those events.

Role of AOGOW warrants for investors

The AOGOW warrants are derivative securities that give holders the right, under specified conditions, to purchase Arogo’s Class A common stock at a fixed exercise price per share, subject to adjustment. Company disclosures state that each whole warrant from the initial public offering entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment. The value and potential use of these warrants are therefore closely tied to the outcome of Arogo’s efforts to complete a business combination and to the trading value of the underlying common stock.

Because Arogo is a SPAC and its business plan centers on completing a merger or similar transaction, the long-term relevance of AOGOW warrants depends on whether a business combination is completed, the terms of that transaction, and any subsequent corporate actions that may affect the warrants. Company filings and future proxy or registration statements related to the Bangkok Tellink transaction or any other proposed combination are expected to describe the treatment of warrants in detail.

Regulatory disclosures and investor information

Arogo has indicated that it files reports and transaction-related documents with the U.S. Securities and Exchange Commission (SEC), including Current Reports on Form 8-K and registration statements on Form S-4 or Form F-4 in connection with proposed business combinations. These documents are intended to provide detailed information about proposed transactions, the target business, and the implications for Arogo’s securities, including warrants such as AOGOW.

Investors evaluating AOGOW typically review these SEC filings, as well as Arogo’s press releases and proxy materials, to understand the structure of any proposed business combination, the rights attached to the warrants, and any risks associated with listing status or transaction completion.

Key characteristics summarized

• Security type: Warrants related to Arogo Capital Acquisition Corp. Class A common stock.
• Company type: Special purpose acquisition company (blank check company) formed to effect a business combination.
• Stated purpose: To complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
• Notable transaction efforts: Terminated merger agreement with EON Reality, Inc.; binding letter of intent and subsequent definitive business combination agreement with Bangkok Tellink Co., Ltd.
• Listing considerations: Nasdaq notices regarding non-compliance with certain listing rules, appeal to a Nasdaq panel, and references to OTC trading.