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 628, 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 15.0103 ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~of Bylaws.

On December 628, 2024, Arogo Capital Acquisition Corp., a Delaware corporation (“Arogo” or the “Company”), ~~entered~~held ~~into~~ a ~~binding~~special ~~letter~~meeting of ~~intent~~its stockholders (the “~~LOI~~Meeting”). At ~~with~~the ~~Bangkok Tellink Co.~~Meeting, ~~Ltd~~the Company’s stockholders approved the proposal to amend Arogo’s amended and restated certificate of incorporation (the as previously amended, “~~Tellink~~Certificate of Incorporation”) into ~~connection~~extend ~~with~~the adate ~~proposed~~by which Arogo must consummate its initial business combination ~~between~~from ~~Arogo~~December ~~and~~29, ~~Tellink~~2024 to June 29, 2026 (the “Extension Amendment Proposal”). ~~Tellink~~The isstockholders aalso ~~provider~~approved the proposed to amend the Certificate of Incorporation to eliminate therefrom the limitation that the Company may not redeem public shares ~~innovative~~to ~~telecommunications~~the ~~and~~extent ~~Internet~~that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of~~-Things~~ ~~solutions~~the Securities Exchange Act of 1934, as amended) of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Proposal”).

~~The~~At ~~LOI~~the ~~contains an exclusivity period~~Meeting, ~~which may be extended by~~ the ~~mutual~~Company’s ~~written~~stockholders also ~~consent~~approved ofan ~~the~~amendment ~~parties,~~to ~~that runs from~~ the ~~date~~Company’s ofinvestment ~~the~~management ~~execution~~trust ofagreement ~~the LOI through forty-five~~ (~~45) calendar~~as ~~days~~previously (amended, the “~~Exclusivity~~Trust ~~Period~~Agreement”)., dated ~~The~~as ~~LOI~~of ~~also~~December ~~contemplates~~23, ~~that~~2021, ~~the~~by ~~definitive~~and ~~business~~between ~~combination~~the ~~agreement~~Company ~~(“BCA”) will~~and beContinental ~~entered~~Stock ~~into~~Transfer on& orTrust ~~before February 28~~Company, ~~2025.~~to ~~The~~eliminate ~~LOI~~the ~~may~~payments required beunder ~~terminated~~the asTrust ~~follows:~~Agreement ~~(a)~~and by the ~~mutual~~Company’s ~~written~~Certificate ~~agreement~~ of ~~the parties;~~Incorporation ~~(b)~~for bymonthly ~~Arogo in its sole discretion~~extensions, atto ~~any~~extend ~~time after~~ the ~~execution~~date ofby which the ~~LOI;~~Company ~~(c)~~must byconsummate ~~Tellink~~its ~~after~~initial ~~the~~business ~~expiration~~combination, ofand ~~the~~to ~~Exclusivity Period;~~update orcertain ~~(d)~~defined ~~upon~~terms ~~execution~~in ~~and~~the ~~delivery~~Trust ofAgreement (the ~~BCA~~“Trust Agreement Amendment Proposal”).

~~The~~Arogo ~~LOI~~filed isthe ~~binding~~amendment onto the ~~parties,~~Certificate ~~but~~of Incorporation with the ~~material terms~~Office of the ~~proposed~~Secretary ~~business~~of ~~combination~~the ~~remain~~State ~~subject~~of tothe ~~completion~~State of ~~due~~Delaware ~~diligence,~~on ~~the~~December ~~negotiation~~30, of2024, ~~the~~a ~~BCA~~copy ~~and~~of ~~the~~which ~~approval~~is attached ~~thereof~~as byExhibit ~~the~~3.1 ~~respective~~to ~~boards~~this ofCurrent ~~directors~~Report ofon ~~Arogo~~Form 8-K and ~~Tellink~~is incorporated by reference herein. The ~~LOI~~foregoing isdescriptions ~~subject~~of the amendment to ~~customary~~the ~~confidentiality~~Certificate ~~provisions~~of Incorporation and the ~~terms~~ ofTrust aAgreement ~~mutual~~do ~~nondisclosure~~not ~~agreement~~purport ~~entered~~to ~~into~~be complete and are qualified in their entirety by reference to the ~~parties~~full ~~concurrently~~text ~~with~~of the ~~execution~~amendment to the Certificate of Incorporation and the ~~LOI~~amendment to the Trust Agreement, copies of which are attached to this Current Report on Form 8-K as Exhibit 3.1 and Exhibit 10.1, respectively.

~~The~~Item ~~foregoing~~5.07 ~~description~~Submission of ~~the~~Matters ~~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~~Vote of ~~which~~Security ~~is attached hereto as Exhibit 10~~Holders.~~1 to this Current Report on Form 8-K.~~

~~Item~~At ~~7.01~~the ~~Regulation~~Meeting, FDthe ~~Disclosure~~Company’s stockholders approved the Extension Amendment Proposal, extending the date by which the Company must consummate its initial business combination from December 29, 2024 to June 29, 2026. The final voting results for the Extension Amendment Proposal were as follows:

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.

For		Against		Abstain
3,242,113		191,755		0

Also at the Meeting, Arogo’s stockholders approved the Redemption Limitation Proposal, eliminating the Redemption Limitation from the Company’s Certificate of Incorporation. The final voting results for the Redemption Limitation Proposal were as follows:

For		Against		Abstain
3,433,865		3		0

Also at the Meeting, Arogo’s stockholders approved the Trust Agreement Amendment Proposal, eliminating the payments required under the Trust Agreement and the Company’s Certificate of Incorporation for monthly extensions, extending the date by which the Company must consummate its initial business combination, and updating certain defined terms in the Trust Agreement. The final voting results for the Trust Agreement Amendment Proposal were as follows:

For		Against		Abstain
3,152,377		281,491		0

Stockholders holding 1,758,014 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), exercised their right to redeem their shares for cash at an approximate price of $11.53 per share of the funds in the Trust Account. As a result, approximately $20,285,591.36 will be removed from the Trust Account to pay such holders. This amount is subject to change to account for the payment of tax withdrawals.

Following the redemption, Arogo’s remaining publicly held shares of Common Stock outstanding were 4,395.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Binding Letter of Intent, dated December 6, 2024, by and among Arogo Capital Acquisition Corp. and Bangkok Tellink Co., Ltd.
3.1		Fourth Amendment to the Amended and Restated Certificate of Incorporation of Arogo Capital Acquisition Corp.
99.1		Press Release, dated December 10, 2024.
10.1		Third Amendment to the Investment Management Trust Agreement, by and among Arogo Capital Acquisition Corp. and Continental Stock Transfer & Trust Company, dated as of December 28, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: December 10, 2024
Dated: January 2, 2025

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