via NewMediaWire -- Arogo Capital Acquisition Corp. (NASDAQ:
“AOGOU, AOGO, AOGOW”) (“Arogo”), a special purpose acquisition
corporation, today announced the filing of a registration statement
and proxy statement and prospectus on Form S-4 (the “Registration
Statement”), with the U.S. Securities and Exchange Commission
(“SEC”).
The Registration Statement contains a
preliminary proxy statement and prospectus, in connection with
Arogo’s previously announced proposed business combination with EON
Reality, Inc., a leading company in Augmented and Virtual Reality
and Knowledge Metaverse industry and education solutions (“EON
Reality”). While the Registration Statement has not yet become
effective and the information contained therein is subject to
change, it provides important information about EON Reality and the
proposed business combination with Arogo.
On April 25, 2022, Arogo entered into a merger
agreement with EON Reality. The merger is expected be completed in
the first half of 2023, subject to approval by Arogo’s
shareholders, the Registration Statement being declared effective
by the SEC, and other customary closing conditions. Following
the business combination with EON Reality, Arogo is expected to
change its name to EON Reality Holdings, Inc. and its common stock
and public warrants will trade on Nasdaq under the symbols of
“EOXR” and “EOXRW”, respectively. The transaction values EON
Reality at a pro forma enterprise value of $655 million.
Included in the Registration Statement are EON
Reality’s financial results for the second quarter of 2022. EON
Reality’s full financial results and related disclosures can be
found in the Registration Statement, which we encourage you to
read.
About EON Reality
EON Reality is a leading company in Augmented
and Virtual Reality-based experience creation for education and
industry as well as the reputed creators of the Knowledge
Metaverse. EON Reality’s over 20 years of existence and success are
tied to its belief that knowledge is a human right and should be
available, accessible, and affordable for every person on the
planet. To carry this out, EON Reality developed and launched
EON-XR, a SaaS-based platform dedicated to the democratization of
XR content creation that brings code-free XR development and
publishing to smartphones, tablets, laptops, and any other
XR-focused devices. EON-XR can be used in devices of
different sizes, in different shapes and at different types of
locations: from hand-held mobile devices, to head-mounted displays,
to large-scale screens, and even at mega-size facilities. EON
Reality’s global network now comprises of more than 1.8 million
licenses who are collectively building the Knowledge Metaverse in
more than 75 locations. EON Reality has also created the
world’s leading XR library for education and industry with access
to at least 4.4 million assets and counting. For further
information, visit www.eonreality.com.
About Arogo Capital Acquisition Corp.
Arogo Capital Acquisition Corp. is a blank check
company. The Company 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
Advisors
ARC Group Ltd. is serving as sole financial
advisor to Arogo. EF Hutton, division of Benchmark Investments,
LLC, is serving as capital markets advisor. Nelson Mullins
Riley & Scarborough LLP is serving as legal advisor to
Arogo. Seyfarth Shaw LLP is serving as legal advisor to EON
Reality.
Additional Information and Where to Find
It
This press release relates to a proposed
transaction between Arogo and EON Reality. In connection with
the proposed transaction, Arogo filed a Registration Statement on
Form S-4 with the SEC, which is subject to change, and which
includes a proxy statement of Arogo in connection with Arogo’s
solicitation of proxies for vote by Arogo’s shareholders with
respect to the proposed transaction and a prospectus of Arogo
relating to the issuance of Arogo’s securities to the stockholders
of EON Reality. Arogo may also file other documents regarding the
proposed transaction with the SEC. This communication does not
contain all the information that should be considered concerning
the proposed transaction and is not intended to form the basis of
any investment decision or any other decision in respect of the
proposed transaction. Before making any voting or investment
decision, investors and security holders are urged to read the
Registration Statement and the proxy statement/prospectus, each
which have not yet become effective and the information contained
therein is subject to change, together with all other relevant
documents filed or that will be filed with the SEC in connection
with the proposed transaction as they become available because they
will contain important information about the proposed transaction.
The documents filed by Arogo with the SEC may be obtained free of
charge at the SEC’s website at www.sec.gov, (Registration No.
333-259338), or by directing a request to Arogo Capital Acquisition
Corp., 848 Brickell Avenue, Penthouse 5, Miami, FL 33131.
NEITHER THE SEC NOR ANY STATE SECURITIES
REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS
DESCRIBED IN THIS PRESS RELEASE, PASSED UPON THE MERITS OR FAIRNESS
OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON
THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE.
ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL
OFFENSE.
Participants in the Solicitation
Arogo and its directors and executive officers
may be deemed participants in the solicitation of proxies from its
stockholders with respect to the business combination. A list of
the names of those directors and executive officers and a
description of their interests in Arogo will be included in the
Registration Statement available at www.sec.gov. Information about
Arogo’s directors and executive officers and their ownership of
Arogo common stock is set forth in Arogo’s prospectus, dated
December 23, 2021, as modified or supplemented by any Form 3 or
Form 4 filed with the SEC since the date of such filing. Other
information regarding the interests of the participants in the
proxy solicitation are included in the Registration Statement.
These documents can be obtained free of charge from the source
indicated above.
EON Reality and its directors and executive
officers may also be deemed to be participants in the solicitation
of proxies from the stockholders of Arogo in connection with the
proposed business combination. A list of the names of such
directors and executive officers and information regarding their
interests in the proposed business combination is included in the
Registration Statement.
Forward Looking Statements
This communication contains certain statements
which may be deemed as “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995 and
other securities laws. Such statements include, but are not limited
to, statements about future financial and operating results, our
plans, objectives, expectations and intentions with respect to
future operations, products and services; and other statements
identified by words such as “will likely result,” “are expected
to,” “will continue,” “is anticipated,” “estimated,” “believe,”
“intend,” “plan,” “projection,” “outlook” or words of similar
meaning. These forward-looking statements include, but are not
limited to, statements regarding EON Reality’s industry and market
sizes, future opportunities for EON Reality and Arogo, EON
Reality’s estimated future results and the proposed business
combination between Arogo and EON Reality, including the implied
enterprise value, the expected transaction and ownership structure
and the likelihood, timing and ability of the parties to
successfully consummate the proposed transaction. Such
forward-looking statements are based upon the current beliefs and
expectations of the management and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are difficult to predict and generally
beyond the management’s control. Actual results and the timing of
events may differ materially from the results anticipated in these
forward-looking statements.
In addition to factors previously disclosed in
Arogo’s reports filed with the SEC and those identified elsewhere
in this communication, the following factors, among others, could
cause actual results and the timing of events to differ materially
from the anticipated results or other expectations expressed in the
forward-looking statements: inability to meet the closing
conditions to the business combination, including the occurrence of
any event, change, legal proceedings instituted against EON Reality
or against Arogo related to the business combination agreement or
the management team, or other circumstances that could give rise to
the termination of the business combination agreement; the
inability to complete the transactions contemplated by the business
combination agreement due to the failure to obtain approval of
Arogo’s stockholders; redemptions exceeding a maximum threshold or
the failure to meet The Nasdaq Stock Market’s initial listing
standards in connection with the consummation of the contemplated
transactions; costs related to the transactions contemplated by the
business combination agreement; a delay or failure to realize the
expected benefits from the proposed business combination agreement
transaction including EON Reality’s ability to effectively develop
and successfully market new products, solutions and services, and
to effectively address cost reductions and other changes in its
industry; risks related to disruption of management’s time from
ongoing business operations due to the proposed business
combination transaction; changes in the virtual reality markets in
which EON Reality competes, including with respect to its
competitive landscape, technology evolution or regulatory changes
on solutions, services, labor matters, international economic,
political, legal, compliance and business factors; developments and
uncertainties in domestic and foreign trade policies and
regulations, and other regulations which may cause contractions or
affect growth rates and cyclicality of markets EON Reality serve;
disruptions relating to war, terrorism, widespread protests and
civil unrest, man-made and natural disasters, public health issues
and other events; changes in domestic and global general economic
conditions; risk that EON Reality may not be able to execute its
growth strategies; security breaches or other disruptions of EON
Reality information technology systems or violations of data
privacy laws; EON Reality’s inability to adequately protect its
intellectual property; risks related to the ongoing COVID-19
pandemic and response, including new variants of the virus; the
pace of recovery in the markets in which EON Reality operates;
global supply chain disruptions and potential staffing shortages at
potential customers which may have a trickle-down effect on EON
Reality; risk that EON Reality may not be able to develop and
maintain effective internal controls; and other risks and
uncertainties indicated in Arogo’s final prospectus, dated December
23, 2021, for its initial public offering, and those that are
contained in the Registration Statement, including those under
“Risk Factors” therein, and in Arogo’s other filings with the SEC.
EON Reality and Arogo caution that the foregoing list of factors
is not exclusive. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability.
Actual results, performance or achievements may
differ materially, and potentially adversely, from any projections
and forward-looking statements and the assumptions on which those
forward-looking statements are based. There can be no assurance
that the data contained herein is reflective of future performance
to any degree. You are cautioned not to place undue reliance on
forward-looking statements as a predictor of future performance as
projected financial information and other information are based on
estimates and assumptions that are inherently subject to various
significant risks, uncertainties and other factors, many of which
are beyond the management’s control. All information set forth
herein speaks only as of the date hereof in the case of information
about Arogo and EON Reality or the date of such information in the
case of information from persons other than Arogo or EON Reality,
and except to the extent required by applicable law, we disclaim
any intention or obligation to update or revise any forward-looking
statements as a result of new information, future events and
developments or otherwise occurring after the date of this
communication. Forecasts and estimates regarding EON Reality’s
industry and markets are based on sources we believe to be
reliable, however there can be no assurance these forecasts and
estimates will prove accurate in whole or in part. Projected and
estimated numbers are used for illustrative purpose only, are not
forecasts and may not reflect actual results. Neither Arogo nor EON
Reality gives any assurance that either Arogo or EON Reality,
respectively, will achieve its expectations.
No Offer or Solicitation
This press release shall not constitute a
solicitation of a proxy, consent, or authorization with respect to
any securities or in respect of the proposed business combination.
This press release shall also not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any states or jurisdictions in which
such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom.
Contact Information
For EON Reality:
Marketing@eonreality.com
For Arogo:
nisachon@arogocapital.com
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