Shopping Cart

Arogo Capital Acquisition Corp. *

Arogo Capital Acquisition Corp. *

Sep 3, 2021 by Anthony Sozzi

The below-announced combination was terminated on 11/21/24.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Ayurcann Holdings Corp

ENTERPRISE VALUE: $210 million
ANTICIPATED SYMBOL: tbd

Arogo Capital Acquisition Corp. proposes to combine with Ayurcann Holdings Corp

Ayurcann is a Canadian cannabis extraction company specializing in the processing and manufacturing of pharma-grade cannabis and hemp for various derivative cannabis products.

EXTENSION – 1/2/25 – LINK

  • The SPAC approved the extension from December 29, 2024 to June 29, 2026.
    • 1,758,014 shares were redeemed.
    • No contribution will be deposited into the trust account.

LETTER OF INTENT – 12/10/24 – LINK

  • The SPAC announced the signing of a binding letter of intent for a potential business combination with Bangkok Tellink Co., Ltd, 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 45 calendar days.
  • The LOI also contemplates that the definitive business combination agreement will be entered into on or before February 28, 2025.

TRANSACTION

  • In connection with the Transaction, ARC Group Limited will receive finder’s fees in the amount of 799,731 common shares of the Company.
  • Ayurcann immediately prior to the effective time will receive shares of common stock of the publicly traded entity based on an implied pro forma enterprise value of approximately $210 million, at a price of $10.00 per share.
  • At the closing of the proposed Transaction, Arogo expects to have up to US$19.6 million in cash on its balance sheet (assuming no redemptions by Arogo’s stockholders and before payment of Transaction expenses and deferred underwriting fees).
  • The Transaction is expected to close in the second half of 2024.

SPAC FUNDING

  • The SPAC shall use its best efforts to obtain $3,000,000 through equity or debt financing.

LOCK-UP

  • Company and Sponsor
    • 180 days from the Closing Date or the date that the share price equals or exceeds $12.00 for 20/30 trading days at least 75 days after the Closing Date.

NOTABLE CONDITIONS TO CLOSING

  • The Transaction is subject to the approval of the Ontario Superior Court of Justice (Commercial List).
  • The Transaction will also require the approval at a special meeting of Ayurcann’s shareholders of not less than two-thirds (66 2/3%) of the votes validly cast by Ayurcann’s shareholders, present in person or by proxy at the special meeting.
  • Arogo shall have at least $5,000,001 of net tangible assets after giving effect to the Transactions (as defined in the Business Combination Agreement), including the PIPE Financing.
  • The Aggregate Transaction Proceeds shall be equal to or greater than $3,000,000.
  • The consummation of converting some or all, as outlined in the Business Combination Agreement, of the indebtedness owed by Arogo to the Sponsor as of the Closing Date into PubCo Common Shares.

NOTABLE CONDITIONS TO TERMINATION

  • By Arogo or Ayurcann Holdings if the Closing does not occur by November 14, 2024.
  • By Ayurcann Holdings upon written notice to Arogo, and in such case, Company shall pay an aggregate fee of $250,000 to Arogo
  • By Arogo, if the Updated Financial Statements were not delivered to Arogo by July 1, 2024

ADVISORS

  • Company
    • Sichenzia Ross Ference Carmel LLP is representing Ayurcann as U.S. legal counsel.
    • Garfinkle Biderman LLP is representing Ayurcann as Canadian legal counsel.
    • ARC Group Limited is acting as sole financial advisor to Ayurcann.
  • SPAC
    • Brown Rudnick LLP is representing Arogo as U.S. legal counsel.
    • Fasken Martineau DuMoulin LLP is representing Arogo as Canadian legal counsel.
    • EF Hutton, division of Benchmark Investments, LLC, is serving as capital markets advisor to Arogo.

The below-announced combination was terminated on 11/9/23.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: EON Reality, Inc. [TERMINATED]

ENTERPRISE VALUE: $655 million
ANTICIPATED SYMBOL: EOXR

Arogo Capital Acquisition Corp. proposes to combine with EON Reality, Inc.

EON Reality is a 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 1.1 million licenses who are collectively building the Knowledge Metaverse in more than 100 locations. EON Reality has also created the world’s leading XR library for education and industry with access to at least 2.16 million 3D assets and counting.

EXTENSION – 9/28/23 – LINK

  • The SPAC approved the extension from September 29, 2023 to December 29, 2024.
    • 3,298,311 shares were redeemed.
    • $40K per month will be deposited into the trust account.

EXTENSION – 3/28/23 – LINK

  • The SPAC approved the extension from March 29, 2023 to December 29, 2023.
    • 5,289,280 shares were redeemed.
    • $191,666 per month will be deposited into the trust account.

SUBSEQUENT EVENT – 10/7/22 – LINK

  • The Outside date was extended from November 15, 2022, to March 31, 2023

TRANSACTION

  • Under the terms of the business combination agreement, EON Reality will combine with a subsidiary of Arogo and will become a publicly traded entity under the name “EON Reality, Inc.”
  • EON Reality will apply to list its common stock under the symbol EOXR and its warrants, if any, under the symbol EOXRW.
  • The transaction implies a proforma company enterprise value of approximately $655 million.
  • The transaction is expected to provide EON Reality with approximately $101 million in cash proceeds to its balance sheet, assuming no redemptions and before the payment of transactional fees and expenses.

PIPE

  • There is no PIPE for this transaction

LOCK-UP

  • Company and Sponsor
    • 12 months following the Closing Date

NOTABLE CONDITIONS TO CLOSING

  • The parties agree to waive any minimum cash requirement as a Closing condition

NOTABLE CONDITIONS TO TERMINATION

  • By either party if the Closing does not occur by November 15, 2022
    • The Outside date was extended from November 15, 2022, to March 31, 2023
  • By Arogo or EON, if EON fails to deliver the Audited Company Financials for the year ended December 31, 2021 to the Purchaser by June 30, 2022.

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.

MANAGEMENT & BOARD

Executive Officers

Mr. Suradech Taweesaengsakulthai, 55
Chief Executive Officer and Director

Since 1993, he has served as the President and CEO of Cho Thavee Public Company Limited, which manufactures, sells, and services commercial vehicles with a focus on system integration for logistics systems. It is listed on the Stock Exchange of Thailand (“SET”) as CHO.BK. Under Mr. Taweesaengsakulthai’s leadership, the company has received the Thailand Sustainability Investment 2019 award by SET. The award is representative of the company’s commitment and excellence in Environmental, Social, & Corporate Governance (ESG) and sustainable development. Since 1993, he has also served as Managing Director of Khonkaen Cho Thavee Co., Ltd, an engineering project management service company. Since 2005, he has also served as the President and CEO of Cho Thavee Thermo-Tech Co., Ltd., which designs, manufactures, assembles, and installs light-weight fiberglass fresh box for trucks. Since January 2015, he has served as the Co-Founder and Chairman of Khon Kaen City Development (KKTT) Co., Ltd., which is focused on smart city development. Mr. Taweesaengsakulthai plays a vital role in the Electric Automotive Industry Promotion Committee of Khon Kaen Province. Mr. Taweesaengsakulthai received a Diploma in Automotive Engineering from Yomiuri Rikosem College in Japan in March, 1990. He also holds an Associate Degree in Business Administration from Sanno University in Japan in March, 1992. He has also received an Honorary Doctorate Degree of Engineering in Mechanical Engineering from the Rajamangala University of Technology Isan (RMUTI) in Thailand in August, 2018.

Mr. Chee Han Wen, 45
Chief Strategy Officer

He possesses an in-depth knowledge in digital transformation. His current area of focus includes smart city business ecosystems, and sustainable development in Thailand in accordance with the United Nations Sustainable Development Goals (SDG) initiative. Since August 2019, he has served as the Executive Vice President & Chief Business Development Officer of Cho Thavee PCL, a public company listed in Thailand’s Stock Exchange as CHO.BK. He plays a key role in international business development by establishing new business opportunities and partnerships in the area of transportation technology. Prior to that, from September 1999 to March 2017 he served as the Managing Director of RapidCloud International PLC, a regional enterprise cloud computing company, where he serviced customers ranging from small to medium enterprises to multi-national corporations as well as government agencies. Mr. Chee currently serves on the board of directors of the Malaysian-Thai Chamber of Commerce (MTCC) for the term 2020 to 2022. MTCC’s main objective is to promote and develop economic relations and cooperation between Malaysia and Thailand. Mr. Chee heads MTCC’s Digital and Innovation Committee to support their international technology initiative. Mr. Chee graduated with a Bachelor of Science degree in Physics with honors from the National University of Malaysia in 1998. He has also received a Certificate in Digital Transformation: Platform Strategies for Success from MIT Sloan School of Management in 2019.

Mr. Suthee Chivaphongse, 55
Chief Financial Officer

Since January 2021, Mr. Chivaphongse has served as the Finance Director of EDS Global Group Co., Ltd., a professional disinfection and decontamination services company. He has developed and implemented workplace policies for accounting and compliance and played a vital role in the company’s fund-raising strategy. Prior to that, from February 2019 through December 2020, Mr. Chivaphongse served as the Chief Operating Officer of Life and Living Co Ltd., a real estate development company. During this time, Mr. Chivaphongse facilitated the company’s corporate and financial strategies to improve the company’s production efficiency, cash cycle, profit margin, and overall market share. Before joining the property development industry, Mr. Chivaphongse worked in various roles for Halliburton Energy Services, Inc., the second largest oil & gas services company in the world and the largest national oil company in Thailand. He served as their Global Account Manager from September 2017 to February 2019 and their real estate manager, wherein he managed their Real Estate Department covering Southeast Asia, Japan, South Korea, and Bangladesh from July 2014 through August 2017. He has extensive experience in finance and administration for projects in Indochina and Bangladesh. He facilitated business development and created growth in the company’s account market share; further, he oversaw the internal control and compliance. Mr. Chivaphongse also has experience in the manufacturing sector. Prior to that, from April 2009 through June 2013, he served as an Administration and Finance Director for Pandora Production Co., Ltd., one of the largest jewelry manufacturing enterprises in Thailand. He played a major part in the successful IPO of the Pandora Group Co. in the US Stock Exchange. Additionally, he was part of Pandora’s Global CFO Group, which is responsible for creating and implementing global finance strategies and policies. Mr. Chivaphongse worked in Sylvestor Groves & Co, a UK accounting firm for more than eight years and in 2001 he was awarded Fellowship by the UK Association of Chartered Certified Accountants. In July 2021, he became an honorable member of the Australian Institute of Certified Management Accountants. In 1984, he received his Diploma in Business Studies from Saint John’s Trinity College, Bangkok.

Board of Directors

H.R.H. Tunku Naquiyuddin ibni Tuanku Ja’afar, 74
Chairman nominee and Director Nominee

H.R.H. Tunku Naquiyuddin ibni Tuanku Ja’afar is a keen environmentalist and a conscientious businessman, who has contributed to the business fraternity through his appointment as founding Chairman of the Federation of Public Listed Companies Berhad. In this position, he has led several initiatives to bridge bilateral business boundaries through the Malaysia-France Economic and Trade Association for eight (8) years and facilitated Asia-Pacific co-operation through the Canada-ASEAN Centre. The Minister of Finance nominated him to serve on the Committee of the Kuala Lumpur Stock Exchange from 1989 to 1994. Since 2007, he has served as the Chairman of Techna-X Berhad, which provides intelligent digital ecosystem and energy storage solutions. Since 2008, H.R.H. Tunku Naquiyuddin has played a key role on the boards of Ann Joo Resources Berhad and Olympia Industries Berhad, and held directorships in non-listed public companies, namely ORIX Leasing Malaysia Berhad, Syarikat Pendidikan Staffield Berhad, and Asia Plantation Capital Berhad. Prior to that, he served as a Diplomat for five years and served as a Second Secretary in Paris, France from 1972 to 1975. He has served as a Committee Member of the World Wide Fund for Nature (Malaysia) and held the position of a Council Member of the Business Council for Sustainable Development in Geneva. H.R.H. Tunku Naquiyuddin holds a Bachelor of Science in Economics degree with honors from the University of Wales, Aberystwyth, United Kingdom.

Mr. Somnuek Anakwat, 63
Director Nominee

Somnuek Anakwat has served as an advisor to the Bangkok Expressway Public Company Limited (BECL) ever since 1995. He has played an integral role in the construction of Udon Ratthaya Expressway. He was instrumental in the installation of Easy Pass on the 2nd Stage Expressway, which helped alleviate the traffic congestion in Bangkok and its vicinity. Since 2015, Mr. Anakwat has advised the Project Division of Bangkok Expressway and Metro Public Company Limited (BEM) – a public transportation company formed by the merger of Bangkok Expressway Public Company Limited (“BECL”) and Bangkok Metro Public Company Limited (“BMCL”) in December 2015. Additionally, from 2018 to 2019, he served as a senior advisor for the Office of Permanent Secretary for Defence. We believe Mr. Anakwat is well-qualified to serve as a member of our board of directors due to his extensive experience advising construction and transportation industries and overcoming formidable challenges to provide sustainable results. Mr. Anakwat received his Bachelor of Electrical Engineering degree from The Citadel, the Military College of South Carolina in 1982. He also received a Masters in Electrical Engineering degree from the University of South Carolina in 1984.

Mr. J. Gerald Combs, 72
Director Nominee

J. Gerald Combs, brings over 30 years of investment management, manufacturing, and real estate experience in various roles, including his current role as CEO of CASH International Asset Management Ltd. Prior to that Mr. Combs served as the Chairman and CEO of both publicly traded and privately held companies, ranging from start-ups to established enterprises, most recently focused on quantitative asset management and incubation. He has overseen corporate relationships with the SEC as well as the exchanges (including NASDAQ and NYSE) upon which the public shares were traded. In addition, Mr. Combs facilitated the corporate interaction with the analyst community and individual market makers, and has deep experience negotiating with investment and commercial banks for both equity and debt financing. In October, 1975, he began his business career at the investment banking firm of Salomon Brothers, where his responsibilities included mergers and acquisitions, initial public offerings, secondary offerings, and private placements. Since February 2010, Mr. Combs has also served as the CEO of Jerald Capital Corp., an investment banking firm. Mr. Combs background in private placements, and mergers and acquisitions provides us with a strong transactional network. Mr. Combs received his Bachelor of Arts degree from Northwestern University in June, 1972. He received his Juris Doctorate with honors degree from St. Louis University in June, 1975.

 

ByAnthony Sozzi