AOGOW Arogo Capital Acquisition Corporation

 

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 28, 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 5.03 Amendments to Articles of Incorporation of Bylaws.

 

On December 28, 2024, Arogo Capital Acquisition Corp., a Delaware corporation (“Arogo” or the “Company”), held a special meeting of its stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved the proposal to amend Arogo’s amended and restated certificate of incorporation (the as previously amended, “Certificate of Incorporation”) to extend the date by which Arogo must consummate its initial business combination from December 29, 2024 to June 29, 2026 (the “Extension Amendment Proposal”). The stockholders also approved the proposed to amend the Certificate of Incorporation to eliminate therefrom the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of 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”).

 

At the Meeting, the Company’s stockholders also approved an amendment to the Company’s investment management trust agreement (as previously amended, the “Trust Agreement”), dated as of December 23, 2021, by and between the Company and Continental Stock Transfer & Trust Company, to eliminate the payments required under the Trust Agreement and the Company’s Certificate of Incorporation for monthly extensions, to extend the date by which the Company must consummate its initial business combination, and to update certain defined terms in the Trust Agreement (the “Trust Agreement Amendment Proposal”).

 

Arogo filed the amendment to the Certificate of Incorporation with the Office of the Secretary of the State of the State of Delaware on December 30, 2024, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing descriptions of the amendment to the Certificate of Incorporation and the Trust Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the amendment to the Certificate of Incorporation and the 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.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

At the Meeting, the 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:

 

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
3.1		Fourth Amendment to the Amended and Restated Certificate of Incorporation of Arogo Capital Acquisition Corp.
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: January 2, 2025

 

 

2

Exhibit 3.1 

 

FOURTH AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
AROGO CAPITAL ACQUISITION CORP.
Pursuant to Section 242 of the Delaware General Corporation Law

 

AROGO CAPITAL ACQUISITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:

 

1.

The name of the Corporation is Arogo Capital Acquisition Corp. The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on June 9, 2021 (the “Original Certificate”). An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on November 9, 2021 (the “Amended and Restated Certificate of Incorporation”, as amended by the First Amendment (defined below), the Second Amendment (defined below) and the Third Amendment (as defined below)). A First Amendment to the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on March 28, 2023 (the “First Amendment”). A Second Amendment to the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on September 28, 2023 (the “Second Amendment”). A Third Amendment to the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on July 10, 2024 (the “Third Amendment”).

 

2.

This Fourth Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation, as amended to date.

 

3.

This Fourth Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of at least 65% of the outstanding shares of common stock at a meeting of stockholders in accordance with Article IX of the Amended and Restated Certificate of Incorporation and the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

4.

Section 9.1(b) of Article IX is hereby deleted in its entirety and replaced with the following:

 

(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on or about September 01, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement (the “Trust Agreement”). Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination within fifty-four (54) months from the closing of the Offering (or such earlier date as may be determined by the Corporation’s Board) and (iii) the redemption of shares in connection with a stockholder vote to amend any provisions of this Amended and Restated Certificate relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”

 

5.

Section 9.1(c) of Article IX is hereby deleted in its entirety.

 

 

6.

Section 9.2(a) of Article IX is hereby deleted in its entirety and replaced with the following:

 

(a) Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”) hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “Redemption Price”). Notwithstanding anything to the contrary contained in this Amended and Restated Certificate, there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.

 

7.

Section 9.2(d) of Article IX is hereby deleted in its entirety and replaced with the following:

 

(d) In the event that the Corporation has not consummated an initial Business Combination within fifty-four (54) months from the closing of the Offering (or such earlier date as may be determined by the Corporation’s Board), the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

 

8.

Section 9.2(e) of Article IX is hereby deleted in its entirety and replaced with the following:

 

(e) If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed initial Business Combination only if such initial Business Combination is approved by the affirmative vote of the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination.

 

9.

Section 9.2(f) of Article IX is hereby deleted in its entirety.

 

10.

Section 9.7 of Article IX is hereby deleted in its entirety and replaced with the following:

 

Section 9.7 Additional Redemption Rights. If, in accordance with Section 9.1(a), any amendment is made to Section 9.2(d) to modify the substance or timing of the ability of Public Stockholders to seek redemption in connection with an initial Business Combination or the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has not consummated an initial Business Combination within fifty-four (54) months from the closing of the Offering (or such earlier date as may be determined by the Corporation’s Board) or with respect to any other provision relating to stockholders’ rights or pre-business combination activity, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable), divided by the number of then outstanding Offering Shares.

 

 

IN WITNESS WHEREOF, Arogo Capital Acquisition Corp. has caused this Fourth Amendment to the Amended and Restated Certificate of Incorporation to be duly executed in its name and on its behalf by an authorized officer as of this 28^th day of December 2024.

 

	Arogo Capital Acquisition Corp.
	By:	/s/ Suradech Taweesaengsakulthai
	Name:	Suradech Taweesaengsakulthai
	Title:	Chief Executive Officer

 

 

3

 

Exhibit 10.1

 

THIRD AMENDMENT

TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Amendment No. 3 (this “Amendment”), dated as of December 28, 2024, to the Trust Agreement (as defined below) is made by and between Arogo Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.

 

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of December 23, 2021, as amended by Amendment No. 1 to the Investment Management Trust Agreement dated March 28, 2023 and Amendment No. 2 to the Investment Management Trust Agreement dated September 27, 2023 (the “Trust Agreement”);

 

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;

 

WHEREAS, the Company has sought the approval of the holders of Common Stock to vote at a special meeting of the stockholders to further amend the Trust Agreement, and at an special meeting of the Company held on December 28, 2024 (the “Special Meeting”), the holders of sixty-five percent (65%) or more of all then outstanding shares of the Company’s Common Stock approved, among other things, (i) a proposal to further amend the Company’s amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) extending the date by which the Company has to consummate a business combination from December 29, 2024 to June 29, 2026; and (ii) a proposal to further amend the Amended and Restated Certificate of Incorporation and the Trust Agreement to eliminate the requirement for the Sponsor (or its affiliates or permitted designees) to deposit into the Trust Account the lesser of (x) $40,000 or (y) $0.04 per share for each public share that is not redeemed in connection with the Special Meeting for each such one-month extension beginning on September 29, 2023 until December 29, 2024; and

 

WHEREAS, the parties to the Trust Agreement desire to amend the Trust Agreement to reflect the amendments approved at the Special Meeting.

 

NOW, THEREFORE, IT IS AGREED:

 

1.

Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:

 

“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by at least two of its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of a Termination Letter in a form substantially similar to the attached hereto as Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses in the case of a Termination Letter in the form of Exhibit B hereto), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is (the “Applicable Deadline”) the later of (1) fifty-four (54) months after the closing of the Offering and (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s Amended and Restated Certificate of Incorporation (as it may be further amended) if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached hereto as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;”

 

 

2.

Section 1(k) of the Trust Agreement is hereby amended and restated in its entirety as follows:

 

“(k) Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit D hereto at least five business days prior to the Applicable Deadline, signed on behalf of the Company by an executive officer, the Trustee shall follow the instructions set forth in the Extension Letter.”

 

3.

The following defined terms in the Trust Agreement shall be amended and restated in its entirety:

 

“Trust Agreement” shall mean that certain Investment Management Trust Agreement dated December 23, 2021, between Arogo Capital Acquisition Corp. and Continental Stock Transfer & Trust Company, as amended by the First Amendment to Investment Management Trust Agreement dated March 28, 2023, by the Second Amendment to Investment Management Trust Agreement dated September 27, 2023, and by the Third Amendment to Investment Management Trust Agreement dated December 28, 2024.

 

“Applicable Deadline” shall have the meaning ascribed thereto in Section 1(i) of the Trust Agreement.

 

4.

The defined term “Extension” is hereby deleted in its entirety.

  

5.

Exhibit D to the Trust Agreement is hereby amended and restated in its entirety:

 

EXHIBIT D

 

AROGO CAPITAL ACQUISITION CORP.

 

[Insert date]

 

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

 

Re: Trust Account Extension Letter

 

Dear Mr. Wolf and Ms. Gonzalez:

 

Pursuant to Section 1(k) of the Investment Management Trust Agreement between Arogo Capital Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company, LLC, dated as of December 23, 2021 (as amended, the “Trust Agreement”), this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional eighteen (18) months, from December 29, 2024 to June 29, 2026 (the “Extension”). [The Company is not obligated to pay an additional amount to the Trust Fund.]

 

This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.

   

	Very truly yours,
	Arogo Capital Acquisition Corp.
	By:
	Name:	Suradech Taweesaengsakulthai
	Title:	Chief Executive Officer

 

 

6.

Exhibit E to the Second Amendment to the Trust Agreement is hereby amended in its entirety.

 

EXHIBIT E

 

[Letterhead of Company]

 

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

 

Re: Trust Account Stockholder Redemption Withdrawal Instruction

 

Dear Mr. Wolf and Ms. Gonzalez:

 

Pursuant to Section 1(k) of the Investment Management Trust Agreement between Arogo Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of December 23, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $    of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

 

The Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation or with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter into a segregated account held by you on behalf of the Beneficiaries.

 

	Very truly yours,
	Arogo Capital Acquisition Corp.
	By:
	Name:	Suradech Taweesaengsakulthai
	Title:	Chief Executive Officer

  

7.

All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.

 

8.

This Amendment may be signed by any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.

 

9.

This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 6(c) and Section 6(d) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.

 

10.

This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

 

 

IN WITNESS WHEREOF, the parties have duly executed this Third Amendment to the Investment Management Trust Agreement as of the date first written above.

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
By:	/s/ Francis Wolf
Name:	Francis Wolf
Title:	Vice President & Assistant Secretary — Trust & Corporate Action Services
AROGO CAPITAL ACQUISITION CORP.
By:	/s/ Suradech Taweesaengsakulthai
Name:	Suradech Taweesaengsakulthai
Title:	Chief Executive Officer

 

 

4

 

v3.24.4

Cover	Dec. 28, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 28, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41179
Entity Registrant Name	AROGO CAPITAL ACQUISITION CORP.
Entity Central Index Key	0001881741
Entity Tax Identification Number	87-1118179
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	848 Brickell Avenue
Entity Address, Address Line Two	Penthouse 5
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33131
City Area Code	786
Local Phone Number	442-1482
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one Redeemable Warrant
Trading Symbol	AOGOU
Class A Common Stock, $0.0001 par value per share
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	AOGO
Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable Warrants, each warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	AOGOW

---