10-K: Arogo Capital Faces Nasdaq Delisting and Net Loss Amid Failed Mergers, Extends Deadline for New Telecom Deal

Arogo Capital Acquisition Corp. reported a significant net loss, delisted from Nasdaq, terminated two prior merger agreements, and extended its business combination deadline to June 2026, while pursuing a new merger with Thailand-based telecommunications provider Tellink.

Summary

• Arogo Capital Acquisition Corp., a blank check company, was incorporated on June 9, 2021, to effect a business combination.
• The company completed its Initial Public Offering (IPO) on December 29, 2021, raising $103,500,000 from 10,350,000 units at $10.00 per unit, and a private placement of 466,150 units for $4,661,500, depositing a total of $105,052,500 into a trust account.
• Shareholder redemptions significantly reduced the trust account: $54,675,740 removed on March 24, 2023 (5,289,280 shares at ~$10.33/share); $35,448,259 removed on September 21, 2023 (3,298,311 shares at ~$10.72/share); and $20,285,591 removed on December 28, 2024 (1,758,014 shares at ~$11.53/share).
• The trust account balance was approximately $1,005,054 as of December 31, 2024, and further reduced to $261,326 as of June 30, 2025, after the December 2024 redemptions.
• The business combination deadline was extended multiple times: from March 29, 2023, to December 29, 2023; from December 29, 2023, to December 29, 2024; and most recently to June 29, 2026.
• The company terminated merger agreements with Eon Reality, Inc. on November 7, 2023, and Ayurcann Holdings Corp. on November 19, 2024, citing breaches by the targets.
• A binding letter of intent was signed with Bangkok Tellink Co., Ltd. on December 6, 2024, for a proposed business combination, followed by a definitive merger agreement on February 14, 2025.
• Arogo Capital was delisted from the Nasdaq Global Market on September 17, 2024, due to non-compliance with Market Value of Listed Securities and total holder requirements, with its securities now trading on the OTC Pink Market.
• The company reported a net loss of $1,241,721 for the year ended December 31, 2024, a decline from a net income of $1,461,815 in 2023.
• A working capital deficit of $5,983,052 was reported as of December 31, 2024.
• A default judgment was granted against the company on June 3, 2025, in a breach of contract lawsuit filed by Brown Rudnick, LLP for approximately $810,451 in unpaid legal fees.

Sentiment

Score: 2

Explanation: The company has experienced significant setbacks, including substantial shareholder redemptions, delisting from Nasdaq, two failed merger attempts, and a net loss. Its trust account balance is critically low, raising substantial doubt about its ability to continue as a going concern without a successful and substantial capital infusion or business combination. The ongoing legal dispute for unpaid fees further compounds the negative outlook.

Positives

• Secured a new binding letter of intent and definitive merger agreement with Bangkok Tellink Co., Ltd., a provider of telecommunications and IoT solutions, indicating progress towards a business combination.
• Successfully extended the business combination deadline multiple times, most recently to June 29, 2026, providing additional time to complete a merger.
• The management team possesses extensive experience in logistics, transportation, technology, and finance, particularly in Southeast Asia, aligning with the company's target industry focus.
• The sponsor has agreed to be liable for third-party claims that reduce trust account funds below a certain threshold, offering some protection to public shareholders.

Negatives

• Experienced significant shareholder redemptions across multiple extension votes, drastically reducing the trust account balance from an initial $105,052,500 to $1,005,054 by December 31, 2024, and further to $261,326 by June 30, 2025.
• Delisted from the Nasdaq Global Market due to failure to meet Market Value of Listed Securities ($50 million) and total holder (400) requirements, resulting in trading on the less liquid OTC Pink Market.
• Reported a net loss of $1,241,721 for the year ended December 31, 2024, a significant decline from a net income of $1,461,815 in 2023.
• Terminated two previous merger agreements (Eon Reality, Inc. and Ayurcann Holdings Corp.), indicating challenges in securing and completing suitable business combinations.
• Failed to collect a Company Reimbursement Termination Fee from Ayurcann Holdings Corp. after terminating their agreement, and does not intend to pursue litigation to enforce the payment.
• Faces a legal proceeding for unpaid legal fees of $810,451 from Brown Rudnick, LLP, with a default judgment granted against the company on June 3, 2025.
• Identified a material weakness in internal controls due to inadequate segregation of duties, limited personnel, and insufficient written policies and procedures for accounting, IT, financial reporting, and record-keeping.
• Operating costs increased to $2,068,779 for 2024, significantly higher than $1,162,659 in 2023, contributing to the net loss.
• The current cash balance outside the trust account is limited ($122,013 as of December 31, 2024), and the company expects to need additional funds for working capital.
• The going concern assessment raises substantial doubt about the ability to continue as a going concern if a business combination is not consummated within the prescribed period.

Risks

• Ability to complete the initial business combination within the prescribed timeframe (June 29, 2026).
• Success in retaining or recruiting officers, key employees, or directors following an initial business combination.
• Officers and directors allocating time to other businesses and potential conflicts of interest.
• Ability to obtain additional financing to complete an initial business combination or reduce the number of shareholders requesting redemption.
• Potential for immediate and substantial dilution from the purchase of Class A common stock due to the sponsor's low initial cost basis for founder shares ($0.009 per share).
• Risk of substantial profit for officers and directors even if an acquired target business subsequently declines in value.
• Public stockholders' only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of redemption rights.
• Risk of write-downs, write-offs, restructuring, impairment, or other charges post-business combination, which could have a significant negative effect on financial condition and share price.
• Trust account funds may not be fully protected against third-party claims or bankruptcy.
• Lack of an active market for public securities and limited liquidity and trading, especially after delisting from Nasdaq.
• Insufficient funds from interest income on the trust account balance to operate the business prior to a business combination.
• Financial performance following a business combination may be negatively affected by a target entity's lack of established revenue, cash flows, and experienced management.
• Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect the business, including the ability to negotiate and complete an initial business combination.
• Unstable market and economic conditions and adverse developments with respect to financial institutions and associated liquidity risk may have serious adverse consequences.
• Potential imposition of a new 1% U.S. federal excise tax in connection with future redemptions of Public Shares.
• Lack of business diversification for an indefinite period after the completion of an initial business combination, making success dependent on a single business's future performance.
• Limited ability to evaluate the target's management team, and uncertainty regarding the future role of current management.
• Stockholders may not have the ability to approve the initial business combination if not required by applicable law or stock exchange listing requirements.
• Potential for sponsor, initial stockholders, directors, officers, advisors, or their affiliates to purchase public shares or warrants in privately negotiated transactions or in the open market, which could influence voting or satisfy closing conditions, potentially reducing public float.
• Risk that the actual per-share redemption amount received by stockholders will be less than $10.15 due to creditor claims or if the redemption distribution is deemed unlawful.
• Potential liability for stockholders for claims by third parties against the corporation to the extent of distributions received by them in a dissolution if the company does not comply with certain Delaware law procedures.
• Intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups, and operating businesses seeking strategic business combinations.
• The company's status as a blank check company (lack of operating history) and its ability to seek stockholder approval of any proposed initial business combination may be viewed negatively by certain potential target businesses.
• Financial statement requirements (GAAP/IFRS, PCAOB audit) may limit the pool of potential targets.
• Development of internal controls for any target entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete a business combination.
• Cybersecurity threats and incidents could have a material adverse effect on the business, financial condition, operations, and reputation.

Future Outlook

The company intends to focus on industries complementing its management team's background, specifically electric vehicles (EV) technology, smart mobility, or sustainable transportation and related business ecosystems in Asia Pacific, primarily Southeast Asia. It believes there is a large pool of quality initial business combination targets due to increasing private equity and venture capital activities and limited exit options for mid-market companies in the region. The company expects to need to raise additional funds to meet working capital needs prior to consummating an initial business combination and plans to continue making all required SEC filings and maintaining compliance with Nasdaq corporate governance requirements despite its delisting.

Management Comments

• We have specifically formed a preeminent management team and board of directors with significant experience to source, evaluate and execute a merger with a company that would benefit from access to the public markets and the skills of our management team.
• We intend to partner with the management and owners of one or more high-quality companies seeking an alternative to a traditional initial public offering (IPO).
• We believe that the combined experience of our management, members of our Board and our advisors, represents a compelling alternative combined with the potential for long-term value creation.
• Management has determined that if the Company is unsuccessful in consummating an initial business combination within the prescribed period of time from the closing of the Initial Public Offering, the requirement that the Company cease all operations, redeem the Public Shares and thereafter liquidate and dissolve raises substantial doubt about our ability to continue as a going concern.
• Management has determined that the Company will need to raise additional funds to meet the working capital needs of the Company prior to the consummation of an initial business combination.
• Management intends to implement remediation steps to improve our internal controls due to inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping.

Industry Context

The company operates as a Special Purpose Acquisition Company (SPAC), a vehicle that has seen fluctuating market interest. Its stated target industries, including EV technology, smart mobility, sustainable transportation, telecommunications, and IoT, are high-growth sectors globally, particularly in the Asia Pacific and Southeast Asia regions, aligning with broader trends towards electrification and digital transformation. The company aims to leverage its management's expertise and network to identify and acquire businesses that could benefit from public market access, offering an alternative to traditional IPOs. However, the company's delisting from Nasdaq to the OTC Pink Market is a significant negative deviation from industry standards for publicly traded companies, impacting its ability to attract investors and suitable targets compared to peers listed on major exchanges.

Comparison to Industry Standards

• The company's initial IPO price of $10.00 per unit is consistent with industry standards for SPACs.
• The significant shareholder redemptions (over 99% of public shares redeemed by December 2024) are substantially worse than the industry average for successful SPACs, indicating a severe lack of investor confidence or dissatisfaction with proposed targets.
• The delisting from Nasdaq to the OTC Pink Market is a critical negative deviation from industry standards for a publicly traded company, as it severely reduces liquidity, visibility, and institutional investor interest compared to SPACs that successfully list on major exchanges post-merger.
• The repeated extensions of the business combination deadline, while not uncommon for struggling SPACs, highlight a prolonged inability to execute its core strategy, which is worse than successful SPACs that complete mergers within initial or first extended timelines.
• The termination of two prior merger agreements (Eon Reality, Inc. and Ayurcann Holdings Corp.) is worse than industry standards, as successful SPACs typically complete one business combination without such prior failures.
• The current trust account balance of $261,326 (as of June 30, 2025) is extremely low compared to the initial $105 million, making it highly improbable to meet the 80% net asset test for a target business with an enterprise value of $200 million to $2.0 billion without substantial additional financing, which is significantly worse than the financial position of most SPACs successfully pursuing targets in this range.

Corporate Governance

Legal Proceedings

• On March 28, 2025, Brown Rudnick, LLP filed a breach of contract case in U.S. District Court for the District of Columbia against the Company for failure to pay legal fees of approximately $810,451 in connection with its representation of the Company in the failed business combination with Ayurcann Holdings.
• On May 19, 2025, Brown Rudnick filed an Affidavit for Default with the U.S. District Court for the District of Columbia against the Company.
• On June 3, 2025, the U.S. District Court for the District of Columbia granted a default judgment against the Company in the Brown Rudnick case.

Related Party Transactions

• Sponsor (Singto, LLC) purchased 2,875,000 founder shares for $25,000 on June 30, 2021, and transferred some to officers and directors.
• Sponsor purchased 466,150 Private Placement Units for $4,661,500 simultaneously with the IPO.
• The company pays Singto, LLC $10,000 per month for office space, utilities, and secretarial/administrative support, commencing December 29, 2021, until a business combination or liquidation.
• Officers and directors are reimbursed for out-of-pocket expenses incurred in connection with identifying potential target businesses and performing due diligence.
• The Sponsor agreed to loan the company up to $300,000 for IPO expenses, evidenced by a non-interest bearing promissory note (repaid).
• The Sponsor or an affiliate of the Sponsor, or certain officers and directors, may loan the company funds (Working Capital Loans) to finance transaction costs, with up to $1,500,000 of such loans convertible into units at $10.00 per unit upon consummation of a business combination. $180,000 was outstanding as of December 31, 2024.
• The Sponsor made monthly deposits into the Trust Account for extensions: $191,666 from March 29, 2023, to August 29, 2023, and $40,000 from September 29, 2023, to December 29, 2024, totaling $1,750,211 as of December 31, 2024.
• Affiliates of the Sponsor advanced $1,000 to the company for working capital in 2021, and related parties paid $67,198 on behalf of the company.
• As of December 31, 2024, $1,035,657 was owed to related parties.
• The company's audit committee is responsible for reviewing and approving related party transactions.

Stakeholder Impact

• Shareholders (Public): Face significant dilution due to substantial redemptions and potential future equity raises. Experience reduced liquidity and visibility due to Nasdaq delisting. Bear the risk of receiving less than the initial $10.15 per share upon liquidation if creditor claims deplete the trust account, and potential liability for claims if the company liquidates without following specific Delaware law procedures.
• Shareholders (Sponsor/Initial): Maintain significant control (96.4% of Class A common stock as of July 10, 2025). Have waived redemption and liquidation rights for founder shares, but benefit from extensions and the potential completion of a business combination.
• Employees (Officers/Directors): Receive no cash compensation prior to a business combination but are reimbursed for expenses. Have potential for future compensation from the combined company. Face potential conflicts of interest due to other business affiliations.
• Creditors/Vendors: Face risk of unpaid claims, as evidenced by the default judgment in the Brown Rudnick lawsuit. The company seeks waivers from vendors to protect the trust account, but enforceability of these waivers is not guaranteed.
• Prospective Target Businesses: The company's critically low trust account balance and history of failed mergers may make it a less attractive partner without significant additional financing, potentially limiting the pool of viable targets.

Next Steps

• Complete the proposed business combination with Bangkok Tellink Co., Ltd. by June 29, 2026.
• File a registration statement on Form F-4 with the SEC for the Tellink merger and have it declared effective.
• Obtain shareholder approval for the Tellink business combination, Pubco's amended charter, a new equity incentive plan, and board appointments.
• Obtain all required consents and regulatory approvals for the Tellink transaction.
• Ensure Nasdaq listing of Pubco shares post-merger.
• Implement remediation steps to improve internal controls, including enhancing board size/composition, consulting third-party professionals, and potentially hiring additional accounting staff.
• Address the legal proceeding with Brown Rudnick, LLP regarding unpaid legal fees.
• Potentially raise additional funds through private offerings or loans to support working capital and the business combination.

Key Dates

Recommendation

The company is in a highly precarious financial and operational state. It has experienced massive shareholder redemptions, leaving a minimal cash balance in its trust account ($261,326 as of June 30, 2025), which is insufficient to meet the 80% net asset test for a meaningful business combination without substantial additional financing. The delisting from Nasdaq to the OTC Pink Market severely impairs liquidity and investor confidence. Two prior merger agreements have failed, indicating a struggle to execute its core SPAC purpose. The company reported a net loss for 2024 and faces a default judgment for unpaid legal fees, highlighting financial distress and potential legal liabilities. The 'going concern' warning from auditors underscores the high risk of liquidation if the current proposed merger with Tellink fails or if significant capital cannot be raised. While a new LOI with Tellink exists, the company's current financial position makes successful completion highly uncertain and likely to involve significant dilution for any remaining public shareholders. Given the severe financial challenges, operational setbacks, and high risk of liquidation, the stock represents a strong sell for investors.

Keywords

SPAC, Special Purpose Acquisition Company, Blank Check Company, Merger, Business Combination, Tellink, Telecommunications, Internet of Things, IoT, EV Technology, Smart Mobility, Sustainable Transportation, Nasdaq Delisting, Shareholder Redemptions, Corporate Governance, Risk Management, Financial Reporting, SEC Filing, 10-K, Thailand, Southeast Asia, Liquidation Risk