Financial Performance - Net loss for the nine months ended September 30, 2024 was $(638,764)[24] - Net loss for the nine months ended September 30, 2024 was $638,764[32] - Basic and diluted net loss per redeemable common share was $(0.11) for the nine months ended September 30, 2024[24] - Basic and diluted net income (loss) per share for the three months ended September 30, 2024 was $(0.16) and $(0.05) respectively[96] - Basic and diluted net income (loss) per share for the nine months ended September 30, 2024 was $(0.11) and $(0.29) respectively[96] - The company had a net loss of $1,720 for the three months ended September 30, 2024, with formation and operating costs of $174,496, franchise tax of $39,600, and income tax of $45,927, offset by investment income of $258,301 and interest income of $2[176] - For the nine months ended September 30, 2024, the company had a net loss of $638,764, with formation and operating costs of $1,171,707, franchise tax of $96,800, and income tax of $135,819, offset by investment income of $765,559 and interest income of $3[176] - The company had a net income of $378,293 for the three months ended September 30, 2023, with formation and operating costs of $187,003, franchise taxes of $40,000, and income taxes of $85,280, adjusted by investment income of $690,570 and interest income of $6[177] - For the nine months ended September 30, 2023, the company had a net income of $1,815,640, with formation and operating costs of $485,134, franchise taxes of $160,000, and income taxes of $170,560, adjusted by investment income of $2,631,309 and interest income of $25[177] Liabilities and Deficit - Current liabilities increased from $4,037,462 to $5,526,569[22] - Total liabilities rose from $7,659,962 to $9,149,069[22] - Accumulated deficit grew from $(7,288,800) to $(8,648,975)[22] - The company had a working capital deficit of $5,143,567 and $3,665,992 as of September 30, 2024 and December 31, 2023, respectively[72] - The company owed $834,114 and $262,585 to related parties as of September 30, 2024 and December 31, 2023 respectively[112] Cash Flow and Trust Account - Cash used in operating activities for the nine months ended September 30, 2024 was $326,948[32] - Cash provided by investing activities for the nine months ended September 30, 2024 was $73,252[32] - Cash provided by financing activities for the nine months ended September 30, 2024 was $360,003[32] - Cash at the end of the period September 30, 2024 was $38,829[32] - The net cash used in operating activities for the nine-month period ended September 30, 2024, was $326,948[179] - The company withdrew $286,748 in interest earned on the Trust Accounts for tax payments during the nine months ended September 30, 2024[180] - The company had cash of $38,829 and $79,026 as of September 30, 2024 and December 31, 2023, respectively[72] - The company had $20,025,986 and $19,187,175 in cash held in the Trust Account as of September 30, 2024 and December 31, 2023, respectively[84] - Cash held in trust account was $20,025,986 and $19,187,175 as of September 30, 2024 and December 31, 2023 respectively[99] - As of September 30, 2024, the company had $20,025,986 in cash held in Trust Accounts and $38,829 outside of the Trust Accounts[180][181] Business Combination and Redemptions - The Company must complete a Business Combination with a fair market value equal to at least 80% of the net assets held in the Trust Account[41] - Public Shareholders can redeem their shares for a pro rata portion of the Trust Account, initially anticipated to be $10.15 per Public Share[42] - Stockholders holding 5,289,280 shares redeemed their shares for cash at approximately $10.74 per share, removing $54,675,740 from the Trust Account[48] - Following the redemption, the Company's remaining shares of Class A common stock outstanding were 5,060,720[49] - Stockholders holding 3,298,311 shares redeemed their shares for cash at approximately $10.72 per share, removing $35,448,259 from the Trust Account[52] - Following the redemption, the Company's remaining shares of Class A common stock outstanding were 1,762,409[53] - Stockholders redeemed 5,289,280 shares for approximately $54,675,740 at $10.33 per share[156] - Stockholders redeemed 3,298,311 shares for approximately $35,448,259 at $10.72 per share[159] - The Company extended its business combination deadline to December 29, 2024, with a $40,000 monthly deposit into the Trust Account[159] - The Company extended its business combination period by depositing $1,669,996 into the trust account as of September 30, 2024[115] - The company has until December 29, 2024, to complete its initial business combination or face liquidation[145] Initial Public Offering and Private Placement - The Company consummated the Initial Public Offering on December 29, 2021, generating gross proceeds of $90,000,000[36] - The underwriters exercised the over-allotment option, purchasing 1,350,000 additional Units generating gross proceeds of $13,500,000[36] - The Company consummated the Private Placement, generating gross proceeds of $4,222,750[37] - Upon exercise of the underwriter over-allotment option, the Sponsor purchased an additional 43,875 Private Placement Units generating additional gross proceeds of $438,750[37] - Transaction costs as of December 29, 2021 amounted to $6,524,539, including $1,811,250 of underwriting fees and $3,622,500 of deferred underwriting fees[38] - $105,052,500 from the net proceeds of the Initial Public Offering was placed in the Trust Account, with $10.15 per Unit[39] - The Company sold 9,000,000 Units at a price of $10.00 per Unit in the Initial Public Offering, generating $90,000,000[104] - The Sponsor purchased 466,150 Private Placement Units at $10.00 per Unit, generating $4,661,500[105] - The company generated gross proceeds of $103.5 million from its initial public offering of 10,350,000 units at $10.00 per unit on December 29, 2021[178] Expenses and Costs - Franchise tax expenses for the nine months ended September 30, 2024 were $96,800[24] - Formation and operating costs for the nine months ended September 30, 2024 totaled $1,171,707[24] - Administrative expenses were $90,000 for each of the nine months ended September 30, 2024 and 2023[113] - The company's income tax provision for the nine months ended September 30, 2024 and 2023 was $135,819 and $170,560, respectively[92] - The company has no long-term debt, capital lease obligations, or operating lease obligations, other than a monthly fee of $10,000 for office space and administrative support[190] Stock and Share Transactions - Weighted average shares of Redeemable Common Stock remained constant at 1,762,409[24] - Class A common stock subject to possible redemption increased from $19,187,175 to $19,908,586[22] - Re-measurement of common stock subject to possible redemption for the nine months ended September 30, 2024 was $721,412[32] - 2,587,500 shares of Class B Common Stock were converted into Class A Common Stock, resulting in 4,841,934 shares of Class A Common Stock outstanding[57] - The Company converted 2,587,500 shares of Class B Common Stock into Class A Common Stock on August 21, 2024[109] - As of September 30, 2024, the company had 3,079,525 shares of Class A common stock issued and outstanding[122] - The Company had $19,775,986 and $18,937,175 of securities in excess of SIPC limits as of September 30, 2024 and December 31, 2023 respectively[97] - Stockholders approved the Optional Conversion Amendment Proposal with 3,126,767 votes in favor[154] Business Combination Agreements - The company entered into a Merger Agreement with EON on April 25, 2022, with a Merger Consideration of $550 million minus Closing Net Indebtedness and up to $105.0525 million for working capital[62] - The company terminated the Business Combination Agreement with EON on November 7, 2023, due to breaches by EON of certain covenants[63] - The company entered into a Business Combination Agreement with Ayurcann Holding Corp. on June 25, 2024[66] - The company terminated the Business Combination Agreement with Ayurcann Holding Corp. on November 19, 2024, due to failure to deliver Audited Financial Statements and Updated Financial Statements[68] - The company entered into a binding letter of intent with Bangkok Tellink Co., Ltd on December 6, 2024, for a proposed business combination[70] - On November 19, 2024, the company terminated the Business Combination Agreement with Ayurcann[136] - On December 6, 2024, the company entered into a binding LOI with Bangkok Tellink for a proposed business combination[138] - The Company terminated the Business Combination Agreement with Ayurcann Holding Corp due to failure to deliver audited financial statements[173] - The Company demanded a Company Reimbursement Termination Fee from Ayurcann Holding Corp[173] Nasdaq Compliance and Delisting - The company received a Nasdaq deficiency notice for failing to meet the $50 million MVLS requirement[146] - The Company received a Nasdaq delisting notice due to non-compliance with Market Value of Listed Securities ($50 million) and total holders (400) requirements[148] - The Company paid a $20,000 fee and requested a hearing to regain compliance with Nasdaq listing requirements[149] - The Company's securities began trading on the OTC Pink Market under symbols "AOGO," "AGOU," and "AOGOW" on September 17, 2024[152] - The company is not in compliance with Nasdaq's minimum market value of listed securities requirement of $50 million[209] - The company's securities began trading on the OTC Pink Market effective September 17, 2024, due to delisting from Nasdaq[210] - The company anticipates actions to restore compliance with Nasdaq or another national exchange's listing requirements but provides no assurance of success[211] - The company's ability to raise additional capital may be adversely impacted due to delisting from Nasdaq[209] - The company's common stock is subject to SEC "penny stock" rules, which may limit investor trading[210] Risks and Market Conditions - A new 1% U.S. federal excise tax could be imposed on the company for future redemptions of Public Shares under the Inflation Reduction Act of 2022[215] - The company faces risks from unstable market conditions, including liquidity shortages and adverse developments in financial institutions[212][213] - The company acknowledges potential adverse effects on its business from global credit and financial market volatility[213] - The company has not disclosed any material changes to its risk factors since its last filings with the SEC[208] - The company has not experienced any defaults upon senior securities[217] Sponsor and Underwriters - The Sponsor agreed to be liable if claims reduce the Trust Account below $10.15 per Public Share[59] - The company granted underwriters a 45-day option to purchase up to 1,350,000 additional Units at the IPO price[118] - Underwriters were paid a cash underwriting discount of $1,811,250 and are entitled to a deferred fee of $3,622,500[119] - Underwriters received 25,875 shares of Class A common stock with a fair value of $258,750[120] Miscellaneous - The company may need to raise additional funds to meet working capital needs prior to the consummation of an initial business combination or the winding up of the company[184][186]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______to_______ Commission File Number: 001-41179 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) | --- | |-------------------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______to_______ Commission File Number: 001-41179 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) | --- | |------------------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41179 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 87-1118179 (State or Other Jurisdiction of In ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______to_______ Commission File Number: 001-41179 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) | --- | --- | |--------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______to_______ Commission File Number: 001-41179 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) | --- | |-------------------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______to_______ Commission File Number: 001-41179 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) | --- | |------------------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41179 AROGO CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 87-1118179 (State or Other Jurisdiction of In ...