AROGO CAPITAL ACQUISITION CORP. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K/A)

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The Company will deposit no later than March 29, 2023, the amount $191,666 (the "Extension Payment") into the trust account of the Company for its public stockholders, representing $0.0378 per public share, which enables the Company to further extend the period of time it has to consummate its initial business combination by one month from March 29, 2023, to April 29, 2023, (the "April Extension"). The April Extension is the first of up to nine monthly extensions permitted under the Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation (the "Charter Amendment") filed with the Office of the Secretary of State of Delaware following stockholder approval of the Extension at the Company's Special Meeting of Stockholders discussed in Items 5.03 and 5.07 of this report.

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

On March 24, 2023, Arogo Capital Acquisition Corp. (the "Company") held a Special Meeting of Stockholders (the "Meeting"). At the Meeting, the Company's stockholders approved the Charter Amendment, which extends the date by which the Company must consummate its initial Business Combination from March 29, 2023 to December 29, 2023, subject to the approval of the Board of Directors of the Company, provided the sponsor or its designees deposit into the trust account an amount equal to $0.0378 per share for each public share or $191,666, prior to the commencement of each extension period (the "Extension"). The Company filed the Charter Amendment with the Office of the Secretary of State of Delaware on March 28, 2023, a copy of which is attached as Exhibit 3.1 to this report and is incorporated by reference herein.

The Company also made an amendment to the Company's investment management trust agreement (the "Trust Agreement"), dated as of December 23, 2021, by and between the Company and Continental Stock Transfer & Trust Company, allowing the Company to extend the business combination period from March 29, 2023 to December 29, 2023, and updating certain defined terms in the Trust Agreement (the "First Amendment to the Trust Agreement"), a form of which is attached as Exhibit 3.2 to this report and is incorporated by reference herein.

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

At the Meeting, the Company's stockholders approved the Charter Amendment extending the date by which the Company must consummate the initial Business Combination from March 29, 2023 to December 29, 2023, (or such earlier date as determined by the Company's Board of Directors) (the "Extension Amendment Proposal").

The final voting results for the Extension Amendment Proposal were as follows:

    For          Against       Abstain
  9,989,610           0             0




                                       2

Also at the Meeting, the Company's stockholders approved the proposal to amend the Company's Trust Agreement, allowing the Company to extend the business combination period from March 29, 2023 to December 29, 2023, and updating certain defined terms in the Trust Agreement (the " Trust Agreement Proposal").

The final voting results for the Trust Agreement Proposal were as follows:

    For          Against       Abstain
  9,989,610           0             0

Stockholders holding 5,289,280 shares of common stock exercised their right to redeem their shares for cash at an approximate price of $10.33 per share of the funds in the Trust Account. As a result, approximately $54,675,740 will be removed from the Trust Account to pay such holders.

Following the redemption, the Company's remaining shares of Class A common stock outstanding were 5,060,720. The Company must deposit into the Trust Account $191,666 for the initial extension period (commencing March 29, 2023 and ending April 29, 2023).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.   Description

3.1             Certificate of Amendment to Amended and Restated Certificate of
              Incorporation.*

3.2             Form of First Amendment to the Trust Agreement

104           Cover Page Interactive Data File (Embedded within the Inline XBRL
              document and included in Exhibit)




* Filed Previously



                                       3

© Edgar Online, source Glimpses